This Services Agreement (the "Agreement") contains the complete terms and conditions which govern your subscription of Web Design, Web Hosting, e-Commerce or other Internet-related services provided by the GWS-Group of Companies (hereafter GWS) i.e GWS-Desk, GWS-Studio and GWS-Host. By submitting your order, you acknowledge that you have read the Agreement, and you agree to its terms and conditions and all policies posted on our company's site. As referred to in this Agreement, "our company's site" refers to the web site (s) located at www.gws-studio.com, www.gws-desk.com, www.gws-host.com or any other successor sites owned or maintained by GWS.

As used in this Agreement, "We" includes all members of the GWS-Group as mentioned or any party acting on its implicit instructions, "You" includes the person purchasing the services or any party acting on the customer's instructions. "The Registrant" includes the person applying for a domain name or any party acting on the Registrant's instructions. "Server" means the computer server equipment operated in connection with the provision of the Services. "Web Site" means the area on the server allocated by us to you for use by you as a site on the Internet. Each time you use any of our services , you agree to be bound by these Terms of Service, and as amended from time to time with or without notice to you. In addition, if you are using a particular service on or through this web site, you will be subject to any rules or guidelines applicable to those services and they shall be incorporated by reference into these Terms of Services. Please see our Privacy Statement, incorporated into these Terms of Service by reference. In case of hosted related services the Hosting terms are incorporated as well by reference.

In consideration of the mutual covenants herein, the parties agree to the following, which shall apply during the term of this Agreement:

Services

1. Our Web Sites
   Our web site(s) and services provided to you on and through our web site(s) on an "AS IS" basis. You agree that the owners of our web site(s) exclusively reserve the right and may, at any time and without notice and any liability to you, modify this web site and its service-portfolio or delete the data you provide, whether temporarily or permanently upon the moment of expiring date of the service purchase agreement. We shall have no responsibility or liability for the timeliness, deletion, failure to store, inaccuracy, or improper delivery of any data or information
2. Submission of Content/Information/Files
   By providing any Content to our web site(s):
   (a) you agree to grant to us a worldwide, royalty-free, perpetual, non-exclusive right and license (including any moral rights or other necessary rights) to use, display, reproduce, modify, adapt, publish, distribute, perform, promote, archive, translate, and to create derivative works and compilations, in whole or in part. Such license will apply with respect to any form, media, technology known or later developed;
   (b) you warrant and represent that you have all legal, moral, and other rights that may be necessary to grant us with the license set forth in this Section 2;
   (c) you acknowledge and agree that we shall have the right (but not obligation), in our sole discretion, to refuse to publish or to remove or block access to any Content you provide at any time and for any reason, with or without notice.
3. Your Responsibilities and Registration Obligations.
   In order to use our web site(s), you don't have to register on our web site(s), but if you want to access certain area's of this website you need to purchase a service package which if applicable grants you access to registered members only. When you purchase and register you agree to provide truthful information when requested, and be at least the age of thirteen (13) or older. When registering, you explicitly agree to our Terms of Services and as may be modified by us from time to time and available here.
4. Privacy Policy.
   Registration data and other personally identifiable information that we may collect is subject to the terms of our Privacy Statement.
5. Registration and Password.
   You are responsible to maintain the confidentiality of your ticket number/userid and password and shall be responsible for all uses via your registration and/or login, whether authorized or unauthorized by you. You agree to immediately notify us of any unauthorized use or your registration, user account/ticket or password.
6. Code of Conduct.
   You agree that all information or data of any kind, whether text, software, code, music or sound, photographs or graphics, video or other materials ("Content"), publicly or privately provided, shall be the sole responsibility of the person providing the Content or the person whose user account is used. You agree that our web site(s) may expose you to Content that may be objectionable or offensive. We shall not be responsible to you in any way for the Content that appears on this web site nor for any error or omission.
   You explicitly agree, in using our web site(s) or any service provided, that you shall not:
   (a) provide wrongful or falsified information which will cause additional work or losses to our company as a result of extra work/services which you are not willing to pay for or we are not willing to provide;
   (b) provide any Content or perform any conduct that may be unlawful, illegal, threatening, harmful, abusive, harassing, stalking, tortuous, defamatory, libelous, vulgar, obscene, offensive, objectionable, pornographic, designed to or does interfere or interrupt this web site or any service provided, infected with a virus or other destructive or deleterious programming routine, give rise to civil or criminal liability, or which may violate an applicable local, national or international law;
   (c) impersonate or misrepresent your association with any person or entity, or forge or otherwise seek to conceal or misrepresent the origin of any Content provided by you;
   (d) collect or harvest any data about other users;
   (e) provide or use this web site and any Content or service in any commercial manner or in any manner that would involve junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorized advertising without our prior written consent;
   (f) provide any Content that may give rise to our civil or criminal liability or which may constitute or be considered a violation of any local, national or international law, including but not limited to laws relating to copyright, trademark, patent, or trade secrets.
   (g) insult any staff or allied staff of our company in any form nor abuse them in any form. If you are not satisfied with any service of our company you can complain but abusive behavior will not be tolerated and might/will lead to cancellation of your account.
   Failure to comply to this code of conduct will lead to a termination of any agreement
7. Online Payment and online transactions.
   Upon ordering any of our services you agree to pay for such services through the website's service provider 2CheckOut unless otherwise agreed. You agree to pay through credit card/Paypal immediately upon ordering through the online payment processing facility of 2CheckOut as offered on site. By ordering you agree to the rules as referred to by 2CheckOut. Upon confirmation of the payment authorization of 2CheckOut we will provide you with a user-id and password which will enable you access to the customer only and restricted area of our web site(s) where applicable. We will also open a welcome ticket which will enable you to access the Gbill Ticket Trouble Engine and start your purchased services in case of Gbill Ticket Services.
8. Wire payments and Late Payments
   Where wire payments are agreed, payments should be received nett including US$/Euro 28.50 incoming banking forex charges. International wire charges are on clients account. GWS expect nett payment and payments forthcoming from invoices or obigations should be received not later than 7 calendar days from date of invoice. We are entitled to suspend any service in case of late payment and we charge US$ 5 for every day (any) payment is overdue. To reactivate services we charge a one time administration fee on top of the original invoice and late payment penalties of US$ 50. Once all payments have been received we will reactivate services. In case of 2 weeks late payment client will receive a Letter of Demand which will inform the client about our intention to commence legal proceedings unless payment is made and gives the client one more opportunity to pay all services. If payment has not been received within 3 days from date of Letter of Demand, our agreement with the client will be terminated and no refund rules are applicable. This termination will not forfeit your payment obligation and we are entitled and will use all legal means to collect any outstanding or related funds. Any costs, legal processes, debt collecting, solicitors, or any costs forthcoming from this collection process will be charged to the client.
9. Changes in payment methods
   Changes in default payment methods for our packages and related services are subject to approval by GWS and might lead to additional administration charges of US$ 100 for each event. These charges are subject to prevailing taxes.
10. Delivery of Ticket Services
    All service packages incorporating a Gbill Ticket facility are valid for the epriod as stated on our web sites, starting from date of welcome ticket or as soon as the number of purchased Gbill credits have been used. As soon as the Gbill credits reflected in the respective service package have been used your service agreement will seize. You will be able to purchase an additional service package.
11. Limitation of liability on Gbill Ticket Services
    You agree and accept that with the purchase of a Ticket Trouble service you do not purchase a guarantee that the services will always result in a solution of a possible problem. Too many external circumstances are influencing possible outcomes of services and advise. These external circumstances are amongst others but not limited to external hosting issues, your own knowledge, access problems, purchased service package limitations (non, other than in the by the CMS/SW-core distributed core package third party extensions are excluded unless otherwise agreed), change requests and other not specifically mentioned labor disputes, riots, civil unrest, acts of nature and non specified but acknowledged acts of God. In all cases a claim or refund is excluded and overrules any agreement between 2CheckOut and you as payee. A refund is always granted in case we do not provide you with user details and password within a period of 24 hours after purchase confirmation has been received from 2CheckOut. Details can be found in Our Commitment. 3rd party products such as non-core considered components are not allegeable for Gbill Ticket Services.
12. Limitation of Liability on non-Ticket Trouble Services
    You agree and accept that with the purchase of non-Gbill Ticket services such as site-conversion and Installation, Upgrades services or Webmaster/Outsourcing Services will be performed as agreed but only when full access has been given (valid also for remote maintenance) by you and external circumstances cooperate with the implementation. Also in these packages services can be disrupted or cancelled because of influences not foreseen by site-owner. In all cases a claim or refund is excluded and overrules any agreement between 2CheckOut and you as payee. A refund is always granted in case we do not provide you with user details and password within a period of 24 hours after purchase confirmation has been received from 2CheckOut. For Hosting related services we refer to our Terms of hosting
13. Development Services Guarantee.
    If there are any errors on your site that are due directly to a mistake on our part, we agree to fix this error. This error resolving is valid for a period of 3 calendar month's after delivery of your web-site and your acceptance of the web-site. You will need to contact us with a description of the error, and we will begin the investigations. We aim to have all such errors fixed within 5 working days of our confirmation sent to you. However, this guarantee does not refer to: errors that have occurred as a direct result of changes made to your site by you or a third party; web server faults that are due to your hosting company; errors that have arisen due to unforeseen changes in internet software or hardware - such as new browsers or operating systems or Acts of God..
14. Third Party Services and Software.
    Goods and services of third parties may be advertised and/or made available on or through our web site(s). Representations made regarding products and services provided by third parties are governed by the policies and representations made by these third parties. We shall not be liable for or responsible in any manner for any of your dealings or interaction with third parties. Should your project require a third party services or software, we ask that in the majority of cases you personally pay for these directly to that third party. Examples may include but are not limited to: credit card processing services, customized scripts, etc. Refunds on third party services (such as domain registration, software purchases, etc) are entirely decided by that third party and we should not be held responsible for any amount of money not refunded. We are not liable for third party product malfunctions in any circumstances unless otherwise agreed..
15. Intellectual Property Rights.
    Upon final balancing payment of a contract you, the Client, can be assigned full ownership rights to his web site. By this, you understand that while you own the web site, any elements within the site that hold existing copyrights are not transferred to you. Examples include but are not limited to: 3rd party software and scripts, software and scripts designed and copyrighted by GWS-Group, and 3rd party photographs, graphics and other multimedia such as video and audio. In these cases, the copyright to any of these elements is not transferred to you, but remains the property and copyright of their respective owners. Upon completing each web design project, we ask that you place a text link to our site that will read "Web Design by GWS-Group." in the copyright line at the bottom of your home page.
16. Pricing.
    Our web design services pricing are based on quotations and accepted offers.. The initial quote we give you is a consideration of the initial information you supply us. Upon completing the project, if no changes occurred to the the initial brief, then you are only liable to pay the initial quoted price. If, however, during the project, You request various changes to the design brief, than we reserve the right to charge additional fees for the extra work. We will inform you of any estimated additional costs involved in any changes you request in advance. In some cases it is not possible to give an exact quote on certain services, and an estimate will be given instead as a general guide to the expected price for that particular service. Our rates are stated in our quaotations and can be in Unitres States Dollars or in Euro.
17. Taxes
    All our invoices for web – development services (non-service package labour) are subject to 6% withholding tax. VAT is included in our hour rates and will not be charged separately. Specified (non-hourly based support) packages on our web sites are nett and are not subject to further taxes.
18. Final Product Display
    We reserve the right to display or exhibit any final product(s) to other potential Clients except where doing so may violate any confidentiality agreements, which may be in force.
19. Project Fees
    In any of web development projects/services the project fee is full payable for any contract period as agreed in advance or unless a payment schedule is agreed otherwise In case of cancellation for any reason at all client is obliged to pay the full amount of the contract fee at any time unless otherwise agreed subject to solid judgment of GWS. If GWS is willing to provide a substitute or a discount in case of termination it will be done based on goodwill and not for any liability or contract reasons.
20. Payment Rules.
    We require an initial deposit before we will start work on a project. Typically, this is no more than 60% of the total project cost. Balance is due before the completed project is uploaded live to your account. We upload the moment you authorize us to do so and we have received the final payment.
21. Price increase
    GWS are entitled to increase our package prices whenever the economy or market situation justifies such an increase to solid judgment of GWS. On existing package or service agreements price increases can be charged once a year during it's validity. Clients will receive per email a clarification for the increase and a payment request for the increased fees if applicable. These payment must be made within 7 working days or package service seize to exist. If the increased fees have not been paid within said period the contract will be cancelled and no refund is applicable in any circumstances
22. Cancellation Web Development Services/Project.
    After a web design project becomes active, which is in general upon providing a signed copy of the order confirmation per fax/scanned signed pdf or as a result of clearing the initial payment dues and if you wish to cancel the project you will need to do so by sending a written cancellation notice. You will be than liable to pay for all work already completed on the project at an hourly rate of $80,00 USD per hour, and any other additional expenses that we have incurred to that point in time due to the project, including any reasonable costs involved in cancelling the project, plus 50% of the remainder of all of the project fee including taxes. You will receive a full invoice detailing all those costs (only valid if goodwill is encouraged as stipulated in "project fees' article above'. You are obliged to pay these costs.
23. Cancellation of Ticket Support Services
    You are entitled to cancel your services without prior notice. However any cancellation from you will never lead to restitution after the welcome ticket has submitted to you or within the first 12 hours after receipt of the 2CheckOut/wired payment confirmation. Services can be cancelled by the owner of our web site(s) upon end of contract term, completion of a project or by misconduct of you as client. Misconduct is defined as not following the rules as set in these Terms of Services. You are still obliged to fulfill any financial obligations forthcoming from the agreement, independent from which of the parties terminates the agreement. You are never entitled to restitutions in case of cancellation

Other Services

• GWS reserves the right to discontinue service, or deny access to anyone who violates its policies or terms and conditions WITHOUT WARNING OR PRIOR NOTICE. No refunds of fees paid will be made if account termination is due to violation of the terms outlined above.
• By contracting this service you give your consent to receive occasional emails from us informing you of our products and services.
• At any time GWS may add, amend or remove items to this list of terms and conditions, at each stage the Client will be notified of any such changes.
• GWS may refuse to service any person or web site at their sole discretion.
• If any of the terms of this service agreement are found to be illegal it shall not affect the validity of the others.
• The cost of any legal claim or dispute arising from this service agreement shall be borne exclusively by the Client.
• If you believe that your property has been used in any way that would be considered copyright infringement or a violation of your intellectual property rights, please contact us.

Indemnification.
You agree to indemnify and hold us harmless, our subsidiaries, affiliates, related parties, officers, directors, employees, agents, independent contractors, advertisers, partners, and co-branders from any claim or demand, including reasonable attorney's fees, that may be made by any third party, that is due to or arising out of your conduct or connection with this web site or service, your provision of Content, your violation of these Terms of Services or any other violation of the rights of another person or party

Disclaimer of warranties.
Your understand and agree that your use of our web site(s) and any (third party) services or content provided (the "service") is made available and provided to you at your own risk. It is provided to you "as is" and we expressly disclaim all warranties of any kind, implied or express, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement.

WE MAKE NO WARRANTY, IMPLIED OR EXPRESS, THAT ANY PART OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, TIMELY, SECURE, ACCURATE, RELIABLE, OF ANY QUALITY, NOR THAT ANY CONTENT IS SAFE IN ANY MANNER FOR DOWNLOAD. YOU UNDERSTAND AND AGREE THAT NEITHER US NOR ANY PARTICIPANT IN THE SERVICE PROVIDES PROFESSIONAL ADVICE OF ANY KIND AND THAT USE OF SUCH ADVICE OR ANY OTHER INFORMATION IS SOLELY AT YOUR OWN RISK AND WITHOUT OUR LIABILITY OF ANY KIND.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSS (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR ARISING OUT OF (I) THE USE OF OR THE INABILITY TO USE THE SERVICE, (II) THE COST TO OBTAIN SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY TRANSACTION ENTERED INTO ON THROUGH THE SERVICE, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA TRANSMISSIONS, (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR (V) ANY OTHER MATTER RELATING TO THE SERVICE.

Reservation of Rights

1. We reserve all of our rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that we may have in our web site, its content, and the goods and services that may be provided. The use of our rights and property requires our prior written consent. We are not providing you with any implied or express licenses or rights by making services available to you and you will have no rights to make any commercial uses of our web site or service without our prior written consent.

1. All final product rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right will be reserved by buyer. The right to use our work is transferred to the customer upon completion of the final payment. It is illegal to use our work without first having completed payment according to the agreement between our two companies.

Notification of Copyright Infringement.
If you believe that your property has been used in any way that would be considered copyright infringement or a violation of your intellectual property rights, please contact us.

Applicable Law.
You agree that this Terms of Service and any dispute arising out of your use of this web site or our products or services shall be governed by and construed in accordance with local laws where the headquarters of the owner of this web site is located, without regard to its conflict of law provisions. By registering or using our web site(s) and services you consent and submit to the exclusive jurisdiction and venue of the county or city where the headquarters of the owner of our web site(s) ares located.

Miscellaneous Information.
(i) In the event that this Terms of Services conflicts with any law under which any provision may be held invalid by a court with jurisdiction over the parties, such provision will be interpreted to reflect the original intentions of the parties in accordance with applicable law, and the remainder of this Terms of Services will remain valid and intact; (ii) The failure of either party to assert any right under this Terms of Services shall not be considered a waiver of any that party's right and that right will remain in full force and effect; (iii) You agree that without regard to any statue or contrary law that any claim or cause arising out of this web site or its services must be filed within one (1) year after such claim or cause arose or the claim shall be forever barred; (iv) We may assign our rights and obligations under our Terms of Services and we shall be relieved of any further obligation.

Version 3.1.0 dated: 01-08-2010