1 General

 

1.1 Introduction

Gno Web registered in Ireland CRO (543908) (hereinafter referred to as “Gno Web”) provides Web Design, Graphic Design, bespoke software and other similar services, (hereinafter referred to as the “Services”).

Gno Web reserves the right to suspend or cancel a Client’s access to any or all Services when Gno Web decides that these Terms and Conditions have been broken in whole or part. These Terms and Conditions supersede all previous representations, understandings or agreements, unless specifically agreed otherwise by both Parties, in writing. All work is carried out by Gno Web on the understanding that the client has agreed to Gno Web’s  terms and conditions.

 

1.2 Definitions

“Agreement” means the Project Proposal, Terms and Conditions and any other attached documents.

“Project” means the scope and purpose of the Client’s identified usage of the work product as described in the Project Proposal.

“Services” means all services and the work product to be provided to Client by Gno Web as described and otherwise further defined in the Project Proposal.

“Tools” means all design tools developed and/or used by Gno Web in performing the Services, including pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

 

1.3 Indemnification

The Client agrees that it shall defend, indemnify, save and hold Gno Web harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against Gno Web that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employees or assigns. The Client agrees to defend, indemnify and hold harmless Gno Web against liabilities arising out of any injury to person or property caused by any products sold or otherwise distributed in connection with Gno Web ; any material infringing or allegedly infringing on the proprietary rights of a third party or causing a copyright infringement and any defective products sold to Client from Gno Web’s or its partners’ servers.

 

1.4 Governing Law

This agreement shall be governed by Irish Law.

 

2. Services

 

2.1 Scope of Work and Price Agreement

Charges for Services to be provided by Gno Web will be defined in the Client’s Project Proposal. Under normal trading circumstances, the Project Proposal will be issued by Gno Web following receipt of a request for quotation from the Client, which shall identify the scope of work intended.

Gno Web will provide its quotation which will include the Project Proposal for acceptance or comment by the Client. Any quote is valid only for 30 days. Once the Project Proposal has been accepted by the Client, this will then be deemed to be the sole document which will specify the scope of work.

Where possible and relevant, based upon the information provided by the Client, such other resources will be identified in the Project Proposal. However, in those circumstances whereby such resources cannot be reasonably identified at the Project Proposal stage, then Gno Web reserves the right to issue an amendment to the Project Proposal as soon as it becomes clear that additional resources might be required, which might include a re-evaluation of the costs quoted.

The Client agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge. The Client also agrees that Gno Web holds no responsibility for any amendments made by any third party, before or after a design is published.

Any indication given by Gno Web of a project’s duration is to be considered by the Client to be an estimation. Gno Web cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by Gno Web for the initial payment or by date confirmed in writing by GnoWeb.

 

2.2 Payment Clause

All services require an advance non-refundable deposit of 50% (fifty percent or greater at our discretion) of the project quotation total before the work is supplied to the Client for review. The remaining will be due upon completion of the work or at stage payment as agreed in the proposal. Work on the project will not commence until Gno Web has received this amount.

Charges for any additional services over and above the estimated design, will become fully payable at the time of estimate or quotation acceptance. Publication and/or release of work carried out by Gno Web on behalf of the client, may not take place before cleared funds have been received.

 

2.3 Client Acceptance

At the “sign-off” stage the Client will be presented with the completed design. Such materials will be deemed as acceptable and approved unless the Client notifies Gno Web to the contrary within 10 working days of the date the materials were made available.

Invoices will be provided by Gno Web upon completion of any work undertaken. Invoices are due upon receipt. Accounts that remain unpaid thirty (30) days after the date of the invoice will be subject to a service charge for an amount equivalent to 2% of the outstanding balance.

 

2.4 Confidential Information

Client’s “Confidential Information” includes information that Gno Web should reasonably believe to be confidential. Gno Web’s “Confidential Information” includes the source code of any Gno Web Tools. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement.

Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.

 

2.5 Standard Media Delivery

Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (ASCII text files delivered on disk or via e-mail) and that all photographs and other graphics will be provided by the Client and will be of sufficient or appropriate quality print suitable for scanning or, alternatively, electronically in .gif, .jpeg, .png or .tiff format.

The Client agrees to supply Gno Web with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.

Images must be of a quality suitable for use without any subsequent image processing, and Gno Web will not be held responsible for any image quality which the client later deems to be unacceptable. Gno Web cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.

Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services.

Although every reasonable attempt shall be made by Gno Web to return to the Client any images or printed material provided for use in creation of the Client’s Web site, such return cannot be guaranteed and it is the responsibility of the Client to retain the original or a back-up copy or to employ suitable Disaster Recovery procedures.

 

2.6 Access Requirements

If the Client’s Web site is to be installed on a third-party server, Gno Web must be granted read/write access to the Client’s storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

 

2.7 WordPress Integration

Gno Web will setup, install and configure WordPress on your hosting server as described in the scope of work section. WordPress is a third-party tool and therefore we can’t be responsible for any bugs associated with WordPress or it’s plugins. If any bugs are found during the development phase or 30 days after launch we’ll fix it (if possible) or update WordPress or the faulty plugin if it’s available, but after the 30 days we’ll charge at our hourly rate of $100.

 

2.8 Website Testing

Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.

We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Internet Explorer), and Mozilla Firefox. We’ll also test to ensure Microsoft Internet Explorer 8 for Windows users get an appropriate, possibly different, experience but we won’t test in other older browsers unless you specify otherwise. If you need an enhanced design for an older browser, we can provide a separate estimate for that.

 

2.9 Default

Accounts unpaid 30 (thirty) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Gno Web’s  Web space, Gno Web will, at its discretion, remove all such material from its web space. Gno Web is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Clients with accounts in default agree to pay Gno Web reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Gno Web in enforcing these Terms and Conditions.

 

2.10 Termination

Termination of services by the Client must be requested in writing and signed. Termination will be effective on receipt of such notice. The Client will be invoiced for design work completed to the date of first notice of cancellation for payment in full within 30 (thirty) days.

Any web site content, i.e. text and images provided by, or entered into the system by the Client and/or their clients, remains the property of the Client. Any associated system coding developed by or provided by Gno Web remain the intellectual property of Gno Web , unless otherwise agreed and stated in writing by both parties.

If a Client wishes to terminate their account with Gno Web and transfer their web site information elsewhere, Gno Web will advise and assist with any data extraction and transfer work subject to Gno Web ’s standard hourly rates.

 

2.11 Client Review

Gno Web will provide the Client with an opportunity to review the appearance and content of the Web site during the design prototype stage.

The Client agrees to allow Gno Web to place a small credit on printed material exhibition displays, advertisements and/or a link to Gno Web ’s own website on the Client’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page. The Client also agrees to allow Gno Web to place websites and other designs, along with a link to the client’s site on Gno Web ’s own website for demonstration purposes and to use any designs in its own publicity.

 

2.12 Copyright

The Client retains the copyright intellectual property rights to data, files and graphic logos provided by the Client, and grants Gno Web the rights to publish and use such material. The Client must obtain permission and rights for the use of all information, content, images or files used on the web site and in other graphic design media that are copyrighted by a third party.

Should Gno Web, or the Client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow Gno Web to remove and/or replace the file on the site without notice. The Client agrees to fully indemnify and hold Gno Web free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions.

 

2.13 Changes to Site

You have one month from launching of the website within which to request minor amendments/enhancements to the website and to correct errors free of charge. Thereafter all changes done by Gno Web are currently charged at our hourly rate per hour or part thereof.

 

2.14 Post-Placement Alterations

Gno Web cannot accept responsibility for any alterations caused by any other party to the Client’s web site once installed. Such alterations include, but are not limited to additions, modifications or deletions. Content should not include any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. Gno Web also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that Gno Web does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the Client is obliged to allow Gno Web to remove the contravention without hindrance, or penalty. Gno Web is to be held in no way responsible for any such data being included.

 

3.0 Web Hosting (and Email) Services

All web site support and hosting services provided by Gno Web to the Client are subject to the following terms and conditions and supplement our standard terms and conditions above.

 

3.1 Server Usage

Web site hosting service accounts are defined as those facilities provided to support and host the Client’s web site. If applicable, your account is for your use only. You must take all reasonable measures to ensure that third parties do not access your account through revealing your password to them. Accounts are to be used by the Client/account holder only. Account holders are not permitted to resell, store or give away web-hosting services of their web site to other parties. Exceptions to this include links, ad banners, classified ads, and personal ads.

You may not run server processes from your account without our prior agreement.

Gno Web reserves the right to refuse hosting services to anyone should it decide that the account has been used inappropriately or otherwise. Gno Web will not allow any of the following content to be stored on its servers or its hosting partner’s servers:

Illegal Material – This includes copyrighted works, commercial audio, video, or music files, and any material in violation of any International, National, or Local Government regulation.

Adult Material – Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of “adult material” is left entirely to the discretion of Gno Web.

Warez – Includes pirated software, ROMS, emulators, hacking, password cracking, IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide “links to” or “how to” information about such material. No file sharing or peer to peer software such as IRC bots or illegal MP3 sites are permitted.

You will be responsible for ensuring that the content of your website does not violate Irish law or International Law. Use of the server for spamming, or bulk or unsolicited emailing is not permitted. The Client is responsible for and shall accept responsibility for any defamatory, confidential, secret or other proprietary material available on your web site.

We reserve the right to remove a Client’ account if it is found to violate Irish Law or the terms of these conditions.

The Client will be held responsible for all the content in their website and for any claims or damages resulting from its content.

 

3.2 Spam Guidelines

Unsolicited email (Spam) is considered an unacceptable use of a domain. Whether the unsolicited email originates directly from the client’s web-space area or otherwise, abuse reports received concerning a domain may result in suspension or closure of the service without refund.

 

3.3 Payment Policies

All accounts are set up on a prepay basis. Although Gno Web reserves the right to change prices of accounts or services at any time, pricing is guaranteed for the period of prepayment. Payment is due every 12 months following the date the account was established.

Gno Web reserves the right to suspend this and other services until any outstanding debt is cleared. Gno Web will not be responsible for any data lost due to non-payment closure of an account. The Client is responsible for all money owed on the account from the time it was established to the time that the Client sends a written cancellation request. We reserve the right to remove your website if payment is more than two calendar months outstanding.

 

3.4 Cancellation and Refunds

Fees charged on a prepay basis are non-refundable.

 

3.5 Disclaimer

Gno Web will not be responsible for any damages your business may suffer. Gno Web makes no warranties of any kind expressed or implied for services we provide. Gno Web disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, copyright infringements, security infringements, non-deliveries, wrong delivery, and any and all service interruptions caused by Gno Web and its employees or third parties. Gno Web reserves the right to revise its policies at any time. We reserve the right to cancel your account at any time without notice. We reserve the right to amend and update these Terms and Conditions at any time without notice.

 

3.6 Technical Support

Unless otherwise stated, the web-site hosting, email and ecommerce services shall be provided by a third party in partnership with Gno Web. Gno Web has no influence in relation to the hardware, software and technical support offered by the third party and is not responsible for any technical deficiencies or breaks in service when they occur. Should technical support be required by a client, an email should be sent to Gno Web and the matter raised will be discussed with the relevant third party partner.

Where Gno Web consider that the services offered by our hosting service do not meet the requirements of the client or that an increased level of technical support is necessary, Gno Web will endeavour to find a suitable alternative service to host the client’s web site and provide email services. Gno Web will advise and assist with any data extraction and transfer work subject to Gno Web’s standard hourly rates. Gno Web reserves the right to issue a re-evaluation of the costs quoted to accommodate such changes.

 

3.7 Unlimited Use Policy

High bandwidth usage: In rare cases, Gno Web may find a Client to be using server resources to such an extent that he or she may jeopardise server performance and resources for other Clients. In such instances, Gno Web reserves the right to impose the High Resource User Policy clause as stated below in order for Gno Web to provide equitable consideration of all its Clients.

 

3.8 High Resource Policy

Resources are defined as bandwidth and/or processor utilisation. Gno Web may implement the following policy to its sole discretion: If a web site is found to be monopolising the resources available to the detriment of other clients of Gno Web, then Gno Web reserves the right to immediately suspend that site. This policy will only be implemented in extreme circumstances. Clients may be offered an option whereby Gno Web continues hosting the website for an additional fee.

 

3.9 Data Backup

Unless otherwise stated, Gno Web is not responsible for the backup of data on a Client’s website will only backup files necessary to recreate the original website design. The client must retain copies of all content required for the reconstruction of the website. Websites that need to be restored or reconstructed will incur a charge.

 

4.0 – DOMAIN SERVICES

 

4.1

Gno Web will provide the Domain Services to the Client upon the terms and conditions set out in this Part 4 and Part 1 of these Conditions.

4.2

The Client undertakes and warrants to Gno Web that the registration of any domain name requested by it (a “Requested Domain”): 4.2.1

and the manner in which it is to be directly or indirectly used will not infringe any third party rights; and

4.2.2

is not being made in bad faith or could be considered to be an abusive registration under the ICANN or Nominet dispute resolution policies, whichever is appropriate. The Client also confirms and warrants that any Requested Domain is not being registered and will at no time whatsoever be used for any unlawful purpose.

4.3

The Client acknowledges that, whilst Gno Web will use its reasonable endeavours to register or renew a Requested Domain, Gno Web will not be obliged to accept any request to register or continue to process any registration of a Requested Domain.

4.4

The Domain Services are limited to forwarding the application for registration to the relevant naming authority, providing reasonable administration services in relation to the application and notifying the result of the application to the Client within a reasonable period after communication from the authority. Gno Web will use reasonable endeavours to notify the Client of any renewal dates however Gno Web accepts no liability for the loss of registration of any Requested Domain.

4.5

Gno Web makes no representations or warranties (expressed or implied) of any kind (and they are expressly disclaimed) with respect to availability or likelihood of registration of any Requested Domain. The Client acknowledges that Gno Web cannot guarantee the reservation, registration or renewal of any Requested Domain and that the registration of such domain name will be subject to any registration requirements of the appropriate registry.

4.6

The Client will check that the domain name as reported on all documents sent to the Client (such as invoices and e-mail notifications) is spelt correctly. The Client will notify Gno Web of any incorrect spellings of a Requested Domain promptly and in any event within 24 hours of receiving such document.

4.7

The Client will at all times comply with the terms and conditions (from time to time subsisting) applying to the registration of domain names published by the relevant naming authority (including the domain dispute resolution policy of that authority) and any other authority having similar force.

4.8

If the Client wishes to transfer ownership of a Requested Domain then it will procure that all necessary consents to that transfer are obtained and will deliver up to Gno Web, on demand, documentary evidence of that all such consents have been obtained. The Client agrees that prior to transferring ownership of a Requested Domain to another person (the “Transferee”) the Client will procure that the Transferee agrees in writing to be bound by the terms of the Agreement. A Requested Domain will not be transferred until Gno Web receives such written assurances as it requires that the Transferee is bound by the terms of the Agreement.

4.9

Gno Web will not transfer ownership of a Requested Domain until all Fees attributable to the Domain Services which are due have been paid by the Client to Gno Web.

4.10

Gno Web may from time to time change the registrar that a Requested Domain is held with, at its discretion and without notice to the Client.

4.11

The Client agrees and acknowledges that Gno Web will make registration information provided by the Client in relation to the Requested Domain available to ICANN, Nominet or any other appropriate registration authority, the registry administrators, and other third parties as applicable laws may require or permit including the police or other enforcement authority. The Client further acknowledges that Gno Web may make publicly available, or directly available to third party vendors, some, or all, of the domain name registration information provided, for purposes of inspection (such as through the WHOIS service) or other purposes as required or permitted by ICANN, Nominet and applicable law. The Client consents to any and all such disclosures, whether during or after the term of registration of the Requested Domain. The Client irrevocably waives any and all claims and causes of action arising from such disclosure or use of the domain name registration information by Gno Web.

4.12

Gno Web will only allow a domain name owned or managed by the Client to be attached to the ISP tag of Gno Web or any of its Associated Companies if the Client has an active hosting account with Gno Web

 

Gno Web T&C v1.1