1. DEFINITIONS

The following terms and conditions document is a legal agreement between Craig Baxter Limited (trading as CartWorks) hereafter “CartWorks”, and “Client” for the purposes of web site design or development. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.

CartWorks is an Internet web site developer offering the Client code modifications for X-Cart shopping cart.

2. ACCEPTANCE OF WORK

Quotations are valid for 14 days from date of issue.

CartWorks will carry out work only where a 50% deposit has been paid by the Client for the work, unless otherwise agreed at CartWorks discretion.

Additional work requested by the Client which is not specified in the agreed quotation is subject to an additional quotation by the CartWorks on receipt of specification. If the work is needed as part of an existing project then this may the effect timescale and overall delivery time of the project.

Client agrees to provide any needed information and content required by CartWorks in good time to enable CartWorks to complete a modification as part of an agreed project.

All orders are final, there are no refunds as the modification cannot be returned or refunded except at the discretion of the CartWorks.

3. PERMISSION AND COPYRIGHT

Copyright of the completed modifications, data, code and source files created or modified by CartWorks for the project shall be with the Client upon final payment only by prior written agreement. Without agreement, ownership of modifications and all code is considered the property of CartWorks.

These terms of use grant a non-exclusive limited license so that the Client can use the modifications on one web site on one domain name only. The Client is not permitted to use a modification for more than one website without prior written agreement between the Client and the CartWorks.

All non-standard licensing agreements are made at the discretion of the CartWorks and cannot be altered by the Client without written agreement from the CartWorks.

Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and the CartWorks.

Client hereby agrees that all media and content made available to CartWorks for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend CartWorks from any claim or suit that may arise as a result of using the supplied media and content.

Client agrees that CartWorks may include development credits and links within any code CartWorks designs, builds or amends. Client agrees that CartWorks may include development credits and links on the modifications CartWorks offers for sale on the web site at http://www.cartworks.com/.

Client agrees that CartWorks reserves the right to include any work done for the Client in a portfolio of work.

Client hereby agrees that they will not attempt to reverse engineer, re-use, distribute any of CartWorks software without prior written permission.

4. PROJECTS

Client agrees that a modification built from a mockup may not exactly match the original design because of the difference between the display in design software and the rendering of code by internet browser software. CartWorks agrees to try and match the design as closely as is possible when building the code.

During a website project it is important that Client communicates information to the CartWorks to achieve the required result.

Client agrees that for custom modifications they are permitted upto 1 hour of alterations at no additional cost. All alterations are to be requested in writing either by email, Instant Messaging or ticket system by the Client. After the 1 hour of alterations has been completed either in graphic design or coding, CartWorks reserves the right to advise the Client of such and send a separate quotation to the Client and to request payment for any further alterations. CartWorks reserves the right to request payment be received for further alterations before continuing work. Upon completion of agreed design the Client is asked to confirm in writing by email or postal mail that the design and the screen size is signed off as complete and agree that any further design alterations are chargeable.

If the Client requests design or code alterations to modifications that have already been completed, new or different functionality other than that specified in the original quotation, CartWorks reserves the right to quote separately for these alterations. Examples of alterations include, but are not limited to:

1. Altering the design or layout of the modification
2. Adjusting the functionality
3. Altering colours and font styles
4. Changing the widths and heights of objects on the page

If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, then Client agrees that CartWorks can apply a nearest available alternative solution.

CartWorks at all times applies reasonable skill and care in provision of services.

On request, the CartWorks can provide a copy of the modification to the Client via email on project completion.

After site completion, a Client or a third party of their choosing may wish to edit their web site code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If Client or a third party of their choosing edits the web site code and this results in functionality errors or the page displaying incorrectly, then CartWorks reserves the right to quote for work to repair the web site.

CartWorks reserves the right to assign subcontractors in whole or as part of a project if needed.

CartWorks will keep a copy of the site and design source files when a web site project is being worked on. However, the Client agrees that it is their responsibility to have regular backups made by themselves or the third party hosting services in case of a software or hardware failure at the third party hosting servers.

All communications between CartWorks and Client shall be by telephone and email except where agreed at CartWorks discretion.

5. PAYMENT TERMS

Prices are subject to change without notice.

For any work CartWorks requires a payment to be received in advance for the work being carried out and before handover of files or beginning of work, except where agreed at CartWorks own discretion. This is non-refundable once work has begun.

If the modification is pre-built the Client agrees to pay the full cost in one payment, if the modification is bespoke the Client can choose to pay the full cost in one payment or split the cost into 2 payments to be agreed with the CartWorks. Should the cost be split into 2 payments then the first half of the payment is to be received before work commences and the second payment to be received when requested by Developer at the end of the project before commencement of further work.

Once an invoice is sent to the Client it must either be paid either by cheque made payable to "CartWorks", Bank Transfer, or paid online via Paypal or the credit/debit card facility.

All invoices must be paid in full within 28 days of the invoice date, except where agreed at CartWorks own discretion. Developer reserves the right to charge interest on overdue invoices, calculated at UK base rate + 8%.

Invoices are issued in USD.  CartWorks may agree with the Client to receive payments in alternative currencies based on the exchange rate current at the time of payment.  CartWorks use www.xe.com/ucc for reference of exchange rates.

CartWorks reserves the right to decline further work on a project if there are invoices outstanding with the Client.

Client may request that the CartWorks cancel a project in writing by email or postal mail to Developer and the project is cancelled only if CartWorks confirms work has not been started on the project. If CartWorks has begun or completed the work and the Client no longer requires the files but have agreed to the work, they are still obliged to pay CartWorks for the work that has been carried out.

All invoices are submitted by email except where required otherwise by regulations or agreed at CartWorks discretion.

CartWorks reserves the right to remove its work for Client from the Internet if payments are not received.

6. LIABILITY AND WARRANTY DISCLAIMER

CartWorks provides their web site and the contents thereof on an "as is" basis and makes no warranties with regard to the site and it's contents, or fitness of services offered for a particular purpose. CartWorks cannot guarantee the functionality or operations of their web site or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.

The Client agrees CartWorks is not liable for any bugs, performance issues or failure of the Clients website that are not a direct issue with the modification from the CartWorks. Any bugs, performance issues or failure with the website may be investigate by the CartWorks on a chargeable basis.

The Client is responsible for all server and hosting related issues.  If the CartWorks is required to assist with such matters the Developer has the right to charge hourly at a pre-defined rate.  CartWorks may require access to said hosting environment or assistance from third-party hosting companies, if this is not available CartWorks has the right to charge hourly or decline support.  In all matters Client is responsible for assisting CartWorks to resolve the issue.

CartWorks endeavours to provide a modification within given delivery timescales to the best of it's ability. However, the Client agrees that CartWorks is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.

The Client agrees CartWorks is not liable for absence of service as a result of illness or holiday time. CartWorks has a third party associate who may be able to take on work should there be the need to.

The Client agrees CartWorks is not liable for any failure to carry out services for reasons beyond it's control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.

CartWorks is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

On handover of files from CartWorks to Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.

Whilst every effort is made to make sure files are error free, CartWorks cannot guarantee that the display or functionality of the web design or the web site will be uninterrupted or error free. If after handover of files errors are found in code the CartWorks has created and the main browsers Internet Explorer and Mozilla Firefox, domain name setup and hosting setup are the same as when work began, then CartWorks can correct these errors for the Client free of charge.

If after handover of files errors are found in code the CartWorks has created and the main browsers Internet Explorer and Mozilla Firefox have released an updated software version, CartWorks can correct errors for the Client free of charge and reserves the right to quote separately for any additional work needed as a result of changes to the browser software.

Should Client goes into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, CartWorks reserves the right to cancel forthwith any projects and invoice Client for any work completed.

CartWorks shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these modifications, even if CartWorks has been advised of the possibility of such damages.

There are sometimes laws and taxes which affect Internet ecommerce. Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend CartWorks and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet ecommerce.

7. INDEMNIFICATION

Client agrees to use all CartWorks services and facilities at their own risk and agree to defend, indemnify, save and hold CartWorks harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney’s fees against CartWorks or it's associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. Client agrees this indemnification extends to all aspects of the project, including but not limited to web site content and choice of domain name.

Client also agrees to defend, indemnify and hold harmless CartWorks against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organisation.

8. NONDISCLOSURE

CartWorks and any third party associates agrees that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about Developer to another party.

9. PRIVACY POLICY

CartWorks and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the following purposes 1) to identify the Client in communications with them 2) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.

10. INTERPRETATION

CartWorks reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these terms and conditions. CartWorks shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.

This agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.

Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.

CartWorks reserves the right to alter these Terms and Conditions at any time without prior notice, the latest terms and conditions can be found at the CartWorks web site at http://www.cartworks.com/store/terms-and-conditions with a date of last update.

By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.

Last updated 13th January 2012