Common use of Website Design and Content Clause in Contracts

Website Design and Content. 6.1 This clause shall apply when WMS provides the website design services and/or website hosting services. 6.2 The website design services shall comprise the following services: (a) liaising with the customer and/or its design agency to develop the look and feel of the Site; and (b) designing, developing and delivering the Site; (c) developing SSL, website applications and other bespoke developments as specified in the Contract Sheet or otherwise agreed in writing between the Customer and WMS. 6.3 WMS shall design the Site in accordance with any specification attached to the Customer Contract Sheet. 6.4 Where WMS provides the website design services, all Intellectual Property Rights in the Site (including in the content of the Site and any software for the Site commissioned by the Customer), excluding the Materials, arising in connection with this agreement shall be the property of the Supplier, and the Supplier hereby grants the Customer a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the Site 6.5 The Customer grants WMS a licence to use any Intellectual Property Rights owned by the Customer in relation to the Site to the extent required to perform its obligations under this agreement. 6.6 The Customer shall ensure that the Materials or any other content of the Site (other than content supplied by WMS) do not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content). 6.7 The Customer acknowledges that WMS has no control over any content placed on the Site by visitors to the Site and does not purport to monitor the content of the Site. WMS reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. WMS shall notify the Customer if it becomes aware of any allegation that content on the Site may be Inappropriate Content. 6.8 If WMS reasonably considers that the Site is running software which is, or makes the Site, insecure or vulnerable to infection by a Virus or to malicious attack, WMS may request that the Site or relevant software is subject to penetration testing (in such form as WMS reasonably determines) at the Customer’s cost. If the Customer fails to comply with such requirement, WMS may suspend hosting of the Site. 6.9 WMS reserves the right to suspend hosting of the Site if it suspects or becomes aware that the Site contains, or has been affected by, a Virus, or if it considers that continuing to host the Site may threaten the security, stability, accessibility or operation of any other services provided by WMS (either to the Customer or to any third party), including if the Site or any software hosted on it fails any form of penetration testing. Where WMS suspends hosting of the Site under this clause, it shall give notice of that fact to the Customer. 6.10 The Customer shall indemnify WMS against all damages, losses and expenses arising as a result of any action or claim that the content on the Site or any other material posted to, or linked to, the Site constitutes Inappropriate Content, or as a result of the Site becoming affected by a Virus or subject to a malicious attack.