Marketing Purks

THE BORING BUT necessary BIT...

Website Terms & Conditions

The following terms and conditions apply to all services offered by Marketing Purks.

By signing and accepting this proposal you (the customer) are agreeing to the following terms and conditions.

Marketing Purks is a trading name of Marketing Purks Limited.

The acceptance of a project shall be deemed as a contractual agreement between you (the Customer) and Marketing Purks (the company).

By agreeing to these terms and conditions your statutory rights are not affected.

If you have any questions give us a call today on 07860538628

1. Definitions

“Business Hours” means between 08:30 and 17:30 from Monday to Friday, excluding bank holidays and public holidays. Please be aware that we operate a flexitime agreement in place, allowing me to start and finish +/- up to 1 hour each day.

“Bespoke” means the personalised nature of the particular services and design work that the Company will perform for the Customer but does not refer to the Website’s Content Management System (CMS) unless otherwise stated.

“Contract” means a Contract between the Company and the Customer for the supply of Services, which shall comprise and be subject to the Proposal and these Terms and Conditions.

“Charges” means the charges payable by the Customer set forth in the Proposal and Schedule of Services.

“Commencement Date” means the date on which the Customer signs and returns the Proposal to the Company, at which point and on which date the Contract shall come into existence

“Company” means Marketing Purks Limited. A company registered in England and Wales under company number 13046295.

“Customer” means the party named as the Customer or client in the Proposal.

“Customer Data” means any data concerning the characteristics and activities of visitors to the Website.

“Data Protection Legislation:” the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.

“UK Data Protection Legislation:” any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation

“Initial Contract Term” means the initial period set out in the Proposal during which the Company is to provide the Services to the Customer from the Commencement Date.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Location” means the place or places where any on-site Services are to be performed, as stated in the Proposal.

“Personal Data” a. shall have the meaning ascribed to it in the Data Protection Legislation in respect of which the Customer is the Data Controller and shall include the Customer Data.

“Proposal” means a specification describing the services and/or goods to be supplied by the Company, which is attached to and subject to these Terms and Conditions.

“Report” means the analysis produced by the Company as a result of reviewing the Customer Data.“Schedule of Services” means the schedule attached hereto which sets out the detail of what each of the Services shall comprise. The Schedule forms part of these Terms and Conditions.

“Services” means those services referenced in the Proposal, including but not limited to any or all of the Services referenced on the Schedule of Services attached hereto.

“Services Limit” means any limit to the provision of the Services specified in the Proposal.

“Terms and Conditions” mean these terms and conditions and the additional special terms and conditions applicable to those Services as are detailed on the Schedule of Services attached hereto and in the Proposal.”Website” means the Customer’s website in respect of which the parties have agreed that the Services will be provided.

2. General

2.1 A reference to a particular law is a reference to it as it is in force, for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

2.2 Words in the singular include the plural and in the plural include the singular.

2.3 Clause, paragraph and schedule headings do not affect the interpretation of these Terms and Conditions.

2.4 References to clauses, paragraphs and schedules are (unless otherwise provided) references to the clauses, paragraphs and schedules of these Terms and Conditions.

3. Term

3.1 The Contract shall commence on the Commencement Date and be subject to termination pursuant to clause 12.

3.2 If the Proposal specifies an Initial Contract Term, neither party shall be entitled to terminate in accordance with the provisions of clause 12.1 during the Initial Contract Term.

3.3 For the avoidance of doubt, any Charges due to be invoiced to the Customer during any notice period given in accordance with clause 12.1, shall remain payable in accordance with the provisions of these Terms.

4. Supply of Services

4.1 The Company warrants (subject to the other provisions of these Terms and Conditions) that the Services will be provided with reasonable skill and care.

4.2 Notwithstanding the provisions of clause 11, the Company’s liability pursuant to Clause 4.3 shall be limited to remedying any Services found not to have been provided with reasonable skill and care, provided that the failure, defect in or malfunction of the Services is notified to the Company within 7 days from its discovery by the Customer; otherwise, the Services shall be deemed to be satisfactory.

4.4 Other than as provided in Clause 4.1 above and save for the conditions implied by section 2 of the Supply of Goods and Services Act 1982, all conditions, warranties and liabilities whatsoever whether express or implied, statutory or otherwise, are hereby expressly excluded to the fullest extent permitted by law. Without limiting the generality of the foregoing, the Company expressly disclaims any warranty or guarantee that the Company’s obligations to the Customer include any obligation to ensure that the Customer achieves any specific objective.

4.5 Any timescales contained in the Contract are estimates only. The Company shall use reasonable endeavours to comply with such timescales but does not warrant or undertake that any Services can be supplied within these timescales. The Company shall use its reasonable endeavours to meet any specified key milestones, but any such dates shall likewise be estimates only and time for performance shall not be of the essence.

4.6 The Company may refuse to provide any Services to the Customer which are subject to a Services Limit where, in any one calendar month, the Services provided exceed the Services Limit. Notwithstanding this right, where the combined total number of person-hours spent providing the Services during any calendar month exceeds the Services Limit, then: a. the Company will inform the Customer as soon as reasonably practicable that the Services Limit will be or has been exceeded;b. the Customer will pay to the Company the applicable additional Charges. For the avoidance of doubt, where the Customer does not utilise the Services up to the Services Limit during a calendar month, then the unused Services capacity will not be carried over to the next period and will be permanently lost to the Customer.

4.7 It is understood that in the Company’s performance of the Services, the Company is acting as an independent contractor and not in any way as an agent or representative of the Customer. The Company has no authority to bind or speak for the Customer except as may be expressly granted in writing from time to time.

5. Customer Responsibilities

5.1 The Customer shall provide the Company with all information, access, facilities, co-operation and support that may be reasonably required by the Company to enable it to discharge its obligations to the Customer.

5.2 The Customer warrants to the Company that it has the legal right and authority to enter into and perform its obligations under the Contract.

5.3 The Customer must appoint one internal contact person who will serve as the final decision maker and be authorised to provide timely approval, in writing, for all required sign‐off stages.

5.4 The Customer will be responsible for procuring and maintaining any third party co-operation reasonably required for the provision of the Services.

5.5 The Customer shall provide and maintain any necessary communications equipment, telephone service and internet connectivity in order to enable the Company to provide the Services.

5.6 The Customer will keep its password and other access details for use with the Services confidential and restricted to those members of staff who need to know such details and shall ensure all such staff are aware of the confidential nature of such information and treat it accordingly. The Customer shall notify the Company immediately if it believes that such information is no longer secret. The Customer is solely responsible for all activities that occur under the Customer’s password or account.

5.7 The Customer shall effect and maintain appropriate licences and consents in relation to anything which may be required for the provision of the Services to the Customer before the date on which the Services are to start.

5.8 The Customer shall take all steps to ensure the health and safety of the personnel of the Company whilst they are in attendance at the Location in connection with the performance of the Services.

5.9 Unless the Company agrees in writing in advance to assume responsibility therefore, the Customer shall effect and maintain the appropriate insurance in an adequate amount with respect to all possible risks which may arise in connection with the deployment of any person engaged by the Company to perform the Services at the Location and shall, at the Company’s request, provide such evidence of such insurance as the Company may reasonably require.

5.10 The Customer shall not, for the duration of the Contract and for a period of twelve months following termination, directly or indirectly induce or attempt to induce any employee, subcontractor, agent or anybody else who has been engaged in the provision, receipt, review or management of the Services for or on behalf of the Company to leave the employment of the Company.

5.11 The Customer must supply all information requested in writing by the Company within 14 days from the date of any request by the Company to do so. If the Customer fails to comply then the Charges can be increased or the Contract can be terminated by the Company and all monies paid will not be refunded.

5.12 The Customer shall ensure that all information it provides to the Company is complete and accurate.

5.13 The Customer shall keep all materials, equipment, documents and other property of the Company (Company Materials) at the Customer’s Location in safe custody at its own risk and maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation.

5.14 Where applications or websites are developed on servers not recommended by the Company, the Customer is expected to obtain any and all information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the Customer’s responsibility to provide a suitable testing environment which is identical to the final production environment.

5.15 It is the Customer’s responsibility to check with the Company whether open-source software is being used or not. Open-source software is not owned by the Company or the Customer. The Company will not charge the Customer for open-source software. If there is a charge for the Website using open source software, the Customer is paying for the installation and modification time.

5.16 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer, by any unreasonable delays caused by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): a. without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Customer remedies the Customer Default and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Company’s performance of any of its obligations;

  1. the Company shall not be obliged to refund any payments already made by the Customer and any outstanding charges shall immediately be invoiced to the Customer;
  2. the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this clause 5.15; and
  3. the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.

6. Charges

6.1 The Charges payable to the Company for the Services shall be set out in the Proposal and shall include any additional Charges as set out in the Schedule of Services.

6.2 The Customer shall reimburse the Company for any and all expenses incurred by the Company in the course of providing the Services.

6.3 All Charges, additional sums and expenses payable under the Contract are exclusive of Value Added Tax (VAT) or any similar tax. Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

7. Payment

7.1 The Company will invoice the Customer for the Charges according to the payment profile set out in the Proposal and/or in the Schedule of Services.

7.2 Where the Services are paid for on a monthly basis by direct debit, the Company shall be authorised to take payment for the amount of the Charges by direct debit on the same date in each month. Time for payment shall be of the essence.

7.3 Where the Contract provides for staged payments of all or part of the Charges and any additional sums specified in the Proposal on the occurrence of specific events, payment will fall due on the scheduled dates laid down for the same. Time for payment in accordance with the scheduled dates shall be of the essence.

7.4 A deposit is required from the Customer before any work will be undertaken in accordance with the Proposal. Once the Services have been completed, a final invoice will be raised and the amount of the deposit and any other payments shall be applied against that final invoice. Unless and until the final invoice has been paid, the Customer shall not be entitled to the full benefit of the Services. All deposits staged payments and other payments received are non-refundable.

7.5 The Customer shall make all payments due to the Company in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise (other than any deduction or withholding of tax as required by law).

7.6 Should the Customer fail to make any payment due under the Contract, then without prejudice to any other right or remedy under clause 11, the Company may:

  1. terminate any other contract or the remainder of any other contract which the Company may have with the Customer.; and
  2. charge interest from the due date of the unpaid amount at the annual rate of 5 % above the London Interbank Offered Rate (LIBOR), accruing on a daily basis until payment is made, whether before or after any judgment; orc. alternatively, interest may be charged in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998;d. claim late payment fees with respect to the unpaid amount;e. deactivate the Website and any associated email accounts, and suspend any further work under the Contract or any other contract until payment is made in full.

8. Intellectual Property Rights

8.1 Save pursuant to clause 8.8, all Intellectual Property Rights in or arising out of or in connection with the Services, including in relation to the source code of anything developed and/or designed for the Customer (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Company.

8.2 The Company hereby grants to the Customer or shall use its best endeavours to procure the direct grant to the Customer of a non-exclusive licence to such rights strictly in order to carry out its obligations under the Contract and to make use of the Services.

8.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 8.2.

8.4 The Customer grants the Company a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Company, including the Website content (Customer Materials) for the term of the Contract for the purpose of providing the Services to the Customer and for the purposes of advertising or otherwise promoting the Company’s work.

8.5 The Customer warrants that all Customer Materials provided to the Company are accurate and complete and that any and all use made thereof and work done in accordance with the terms of the Contract and the Customer’s instructions shall not infringe Intellectual Property Rights of any third party. The Customer shall fully and promptly indemnify the Company against all claims, liabilities, costs, losses, damages and expenses which the Company may incur as a result of the Customer’s breach of this clause 8.5

8.6 The Customer further warrants that the Customer Materials shall not be illegal, offensive, abusive, indecent, defamatory, obscene or menacing (including the Website itself and any link to any site containing any such material) and agrees to fully and promptly indemnify the Company against any claims, liabilities, costs, losses, damages and expenses arising from the Company’s use of the Customer Materials which are provided in breach of this clause 8.6.

8.7 For the avoidance of doubt, nothing in the Contract shall preclude the Company from independently developing materials that are competitive to materials delivered to the Customer under the Contract.

8.8 Where the Company expressly agrees in writing, clauses 8.1 – 8.3 shall not apply and the Customer shall own any new Intellectual Property Rights that arise as a result of the provision of the Services by the Company (New Intellectual Property Rights). However, the Customer grants the Company a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use the New Intellectual Property Rights, whether in respect of the provision of the Services or otherwise.

9. Data Protection

9.1 The Customer and the Company acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Data Controller and the Company is the Data Processor in respect of any Personal Data (Data Controller, Processor and Personal Data have the meanings as defined in the Data Protection Legislation).

9.2 The Customer warrants that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the Personal Data, including the Customer Data, to the Company for the purposes of and in accordance with the terms of the Contract.

9.3 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

9.4 Without prejudice to the generality of clauses 9.1 and 9.2, the Company shall:

(a) Process that Personal Data only on the written instructions of the Customer unless the Company is required by the Data Protection Legislation to otherwise process that Personal Data;

(b) Assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject (as defined in the Data Protection Legislation) with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(c) notify the Customer without undue delay on becoming aware of a Personal Data breach;(d) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the contract unless required by Data Protection Legislation to store the Personal Data; and

(e) Ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential.

10. Confidentiality

10.1 Each party hereby undertakes:

  1. that all information (written or oral), obtained from the other during the term of the Contract, which shall include but not be limited to all information, drawings, specifications, documents, design material and all other data which the Company may have imparted and may from time to time impart to the Customer relating to its know-how, business, prices, services and contracts (including the Contract) is confidential and shall be used solely for the purpose of the Contract and shall not at any time be disclosed without the written consent of the other party except to such persons of each party and to such an extent as may be necessary for the proper execution of the Contract;
  2. to provide all necessary precautions to ensure that all such information is not disclosed to any third party by their employees, servants, agents or sub-contractors and in any event ensure that all confidential information is treated with no less than the same degree of care that each party affords to its own confidential information of like importance;c. that all information that is received under the Contract shall be treated in accordance with the provisions of this Clause

10.1 for a period of 5 years after termination of the Contract. The above provisions of this Clause shall not apply to any information which:(i) is or becomes public knowledge other than by breach of the Contract;(ii) is in the possession of the receiving party without restriction prior to the date of receipt from the disclosing party;(iii) is required to be disclosed by a court of recognized and competent jurisdiction or any governmental or regulatory authority. In the event that such a requirement arises, the receiving party shall immediately, and prior to further disclosure, notify the disclosing party of the requirement and provide to them reasonable assistance in the lawful limitation or prevention of such disclosure.10.2 Nothing in the Contract shall be construed as preventing the Company from using information technology know-how, processes, data processing techniques or ideas gained during the performance of the Contract which the Company’s personnel, individually or jointly with another party, develops or acquires in the course of providing the Services.

11. Liability and Indemnity

11.1 Nothing in the Contract shall exclude or limit the liability of either party for death or personal injury caused by that party’s negligence, or the negligence of its employees, agents or subcontractors; or for any matter which cannot be limited or excluded by applicable law; or for fraud or fraudulent misrepresentation.

11.2 Subject to clause 11.1, in no event, shall the Company be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for loss of profits; loss of sales or business; loss of agreements or contracts; loss of revenues or anticipated savings; loss or corruption of or damage to any data, files or software; for any web server downtime; any special, indirect or consequential losses; errors made by third parties, or due to any failure to maintain a current copy of the Website; for damage done to the Website through hacking; in each case howsoever arising.

11.3 Subject to Clauses 11.1 and 11.2, the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Company’s obligations hereunder shall be limited to 25% of the Charges paid for the Services during the Initial Contract Term or subsequent period of equal duration, as applicable.

11.4 The Customer shall hold the Company harmless and keep the Company indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by any third party to the extent that such liability, loss, damage, injury, cost or expense arises directly or indirectly from the Customer’s instructions to the Company, or from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations hereunder, subject to the Company confirming such costs, charges and losses to the Customer in writing.

11.5 The Company will endeavour to ensure that the Website will function correctly on the server it is initially installed in and that it will function correctly when viewed with the web browsing software Microsoft Internet Explorer Version 10 and above and to an acceptable level with the latest Google Chrome and Mozilla Firefox browser. Unless otherwise stated, the CMS will not be mobile device compatible unless prior written agreement is provided by the Company.

11.6 The Customer acknowledges that website hacking cannot be fully prevented, as new ways to exploit sites are created every day. Although hacking cannot be completely prevented, the Customer can reduce the risk of this happening with regular security updates. The Company cannot take responsibility for damage done to the Website through hacking (and shall not, without limitation, be liable for any e-commerce sales lost to hacking or server downtime) and any work to repair the Website after a hack would be separately chargeable. The Company strongly recommends that the Customer take advantage of the Company’s weekly backup and security update services to minimise the chances of a hack and any inconvenience caused, given the time that would be required to restore the Website.

11.7 The Company will not be liable for and will not become involved in any dispute between the Customer and the Customer’s clients and the Company shall not be held responsible for any wrongdoing on the part of the Customer.

11.8 Images purchased by the Company on behalf of the Customer are strictly for use on the Website only and the Company gives no warranties in respect of such images. The Company shall not be liable for misuse of these images by the Customer or any other person/s copying, altering or distributing the images to individuals or other organisations and the Customer shall indemnify and hold the Company harmless in this respect.

11.9 The Company provides design credit links or references to the Website solely for the convenience of the Customer’s prospective customers and intends that the links it provides be current and accurate, but the Company does not guarantee or warrant that such links will point to the Website at all times. The Company shall be entitled to place up to 3 text links in the footer of the Website. If the Customer would like these links removed, the Company reserves the right to charge a fee of up to £200.00 for doing so.

11.10 The Customer acknowledges that it has accepted these Terms and Conditions in the knowledge that the liability of the Company is limited and that the Charges payable for the Services have been calculated accordingly.

12. Termination

12.1 Subject to clause 3, either party may terminate the Contract upon 30 days’ written notice to the other party.

12.2 Subject to earlier termination of the Contract pursuant to these Terms and Conditions, either party may terminate the Contract at any time by notice in writing to the other party, such notice to take effect forthwith if:-a. the other party is in material or persistent breach of the Contract and in the case of a breach capable of remedy, the breach is not remedied within 14 days of the other party receiving notice specifying the breach and requiring it to be remedied; orb. the other party becomes insolvent or if an order is made or a resolution is passed for the winding up of the other party (other than voluntarily for the purpose of solvent amalgamation or reconstruction) or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other party’s assets or business, or if the other party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.

12.3 Upon termination of the Contract for whatever reason, the Customer shall: (i) immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and (ii) deliver to the Company all materials and other property of or relating to the Company which may then be in the possession or under the control of the Customer.12.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect

13. Entire Agreement

13.1 The Customer accepts these Terms and Conditions to the exclusion of any terms or conditions stipulated, incorporated, or referred to by the Customer, or which are implied by trade, custom, practice or course of dealing.

13.2 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.3 Each party acknowledges that in entering into the Contract that it has not relied upon and shall have no remedies in respect of any representations, statement, assurance or warranty (whether made innocently or negligently) that is not recorded herein.

13.4 Nothing in this clause shall limit or exclude any liability for fraud.

14. Force Majeure

The parties shall not be liable for any failure of performance or any delay in performing any of their obligations (other than for non-payment or late payment of the Charges) under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control

15. Severance

If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.  If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

16. Notices

Any notice given by either party to the other must be in writing and may be affected by personal delivery or by prepaid registered postage. A notice delivered personally is deemed to be served upon delivery and in the case of postage within forty-eight (48) hours after the date of posting. Notices sent by post shall be sent to the addresses of the parties set out herein or to any other address notified in writing by one party to the other for the purpose of receiving notices.

17. Third Party Rights

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

18. Variation

The Company may, upon reasonable notice to the Customer, vary these Terms and Conditions, which variation will be valid without the consent of the Customer.  Except as set out in these Terms and Conditions, no variation by the Customer will be valid unless it is confirmed in writing by the Company with the signature of its authorised representative.

19. Waiver

No failure, delay, relaxation or indulgence on the part of either party in exercising any power or right conferred upon such party shall operate as a waiver of such remedy or right nor shall any single or partial exercise of any such remedy or right preclude any other or further exercise thereof or the exercise of any other remedy or right. A waiver of any remedy or right under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

20. Assignment and other Dealings

(a) The Company, but not the Customer, may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Services will be undertaken by the Company’s employees, independent contractors and consultants. The Company, but not the Customer, shall be free to sub-contract or delegate to any third party any or all of its obligations without seeking the prior consent of the Customer.

21. Governing Law and Jurisdiction

 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with English and Welsh law and the parties submit to the exclusive jurisdiction of the English and Welsh Courts. Alternative Dispute and Resolution ServicesIf any dispute arises in connection with the Contract, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR.

Web Design and Development Services

1.1 Unless otherwise agreed between the Customer and the Company, the Customer agrees to provide the component parts of the Website (namely the text and images) within fourteen (14) days of request. No refund will be made in the event that the Customer fails to provide sufficient content to complete the design of the Website. If the Website is an e-commerce website, product entry is the Customer’s responsibility.

1.2 Proofs of all work will be submitted for the Customer’s approval and the Company shall incur no liability for any errors not corrected and communicated by the Customer in proofs so submitted. Any alterations suggested by the Customer and additional proofs necessitated thereby may result in additional charges.

1.3 All content must be supplied in a suitable digital format unless agreed otherwise beforehand. Failure to supply material in digital format may result in extra charges being made for processing content for use on the Website. Where the content which is provided is in a form where a significant amount of copywriting is required, a further charge may be made.

1.4. The Company retains the right in all cases to use the Services in any manner, at any time and in any part of the world, for the purposes of advertising or otherwise promoting the Company’s work.

1.5 The Customer must provide the Company with copies of the Customer’s legal documents (i.e. terms and conditions, cookies policy and privacy statement) that the Customer wishes to be incorporated into the website.

1.6 The acceptance procedure shall be as follows:

  1. when the Company considers the design to be completed, the Website will be uploaded to a test domain for the Customer to preview and the Customer will receive notification by telephone or email;
  2. the Customer will have seven days from the notification to carry out an appraisal of the design and inform the Company of any changes required to correct any errors;c. the Company will carry out the agreed amendments within thirty days. The Customer will then have a further seven days to appraise the changes to the design and inform the Company of any errors in the changes;
  3. after this period the design is considered as accepted, full payment will become due and the Customer will be invoiced for the outstanding costs. Any further amendments are chargeable. The Website will not be launched onto the Customer’s domain until the final payment has been received;e. any additional amendments are then chargeable.

1.7 The Customer acknowledges that CMS and programming languages have a shelf life. As they become older, they can become vulnerable to attack and the Company strongly recommends the use of the Company’s Website Maintenance and Support Services to keep them up to date.

Web Hosting Services

1.1 Use of hosting resources by the Customer is subject to such use being reasonable; any excessive use (as decided by the Company) will be deemed to be in breach of these Terms and Conditions.

1.2 The Company may determine that a Customer is using server resources to such an extent that the Customer risks jeopardizing server performance and resources for other Customers. In any such instance, the Company reserves the right to (a) suspend the Website immediately; or (b) continue to host the Website, but require the Customer to pay an additional fee.

1.3 However, the Company will not guarantee or be liable for any breaks in the continuity of the electricity supply or of the telecoms link to the web server that is provided by a third party.

1.4 If service is suspended or interrupted the Company shall use all reasonable endeavours to restore service with minimum delay, but the Company will not be liable for any lost, corrupted or destroyed data as a result of any suspension or interruption.

1.5 The Company accepts no responsibility for web server downtime or interruptions to service caused by circumstances beyond the Company’s control.

1.6 The Customer undertakes that the Website shall not be used directly or indirectly for any unlawful purpose. Unlawful purposes are deemed to include but are not limited to:

  1. civil and criminal offences of copyright and trademark infringement;
  2. transmission or display or posting of indecent, obscene or pornographic material;
  3. commission of any criminal offence (including deliberate transmission of computer viruses) under the Computer Misuse Act 1990 or similar legislation in any country;
  4. any transmission or display or posting of any material which is defamatory, offensive, or is of an abusive or menacing character;
  5. use of the Website in any manner which is a violation or infringement of the rights of any individual, firm or company within the United Kingdom and elsewhere which, for the avoidance of doubt shall include but not be limited to the use of any materials, photographs and/or images without obtaining the prior consent of any relevant third party;
  6. the use of the Website for purposes generally deemed to be unacceptable, including spamming, hacking, phreaking, password cracking, pirated software, ROMS, emulators, or IP spoofing or providing “links” or “how to” information to such material.

1.7 In addition to the provisions in clause 12, the Customer will indemnify the Company against all and any losses and costs that the Company may incur as a result of any breach of Paragraph 1.7 above.

1.8 The Customer will ensure that the Website complies with the laws, regulations and requirements of any country from which it can be accessed.

1.9 If the Company has reasonable grounds for believing that there has been or that there may be a breach of these Terms and Conditions, the Company reserves the right to monitor any and all communications passing through the server.

1.10 If the Website is used for any unlawful use the Company may suspend or terminate service immediately and at the same time as suspension or termination occurs, the Company shall notify the Customer. Where suspension or termination occurs, the Company reserves the right to delete all of the Customer’s files (including web pages) without prior notice.

1.11 The Company will advise the Customer on selecting domain names and can act as the Customer’s agent in registering these at the Company’s stated rates, but cannot guarantee a certain name will be available. The Customer will be bound by the standard terms of the naming authority. The Company gives no warranty that any domain name will not infringe the intellectual property rights of any third party. Renewals are the sole responsibility of the Customer and accordingly the Company accepts no responsibility if a domain fails to be re-registered. The Company reserves the right to levy a charge for any administrative work associated with subsequent hosting or domain name transfers into the Company’s facilities. Where the Company acts as the Customer’s registration agent, domain names will be registered by the Company and also registered to the Company’s current address. Although the domain names are registered to the Company, the Customer is the legal owner of the domain and if they request to have details changed or the domain transferred elsewhere, the Company will do this within a reasonable time. All costs involved in detail changes and domain transfers shall be met by the Customer.

1.12 If requested by the Customer, the Company will provide an email account on the domain within the quoted costs (or as an alternative, forwarding to an existing email account elsewhere can be arranged).

1.13 The Company accepts no responsibility for email server downtime or interruptions to service. Email accounts must not be used for “spam” emailing operations.

1.14 Email accounts are limited to 2Gb. Larger email accounts are available upon request, subject to payment of additional fees.

1.15 The Company is not responsible for establishing or troubleshooting the Customer’s Internet broadband facility, which provides the Customer’s Internet connection and outgoing mail server. This is the responsibility of the Customer’s own individual ISP which normally provides appropriate telephone support.

1.16 The Company will host the Website on receipt of full payment of the Charges for the hosting services.

1.17 Charges relating to web hosting (including for domain names) must be paid prior to the expiration date of the web hosting service and are non-refundable. Renewal of Hosting is due on a yearly basis unless otherwise agreed in writing. The date of renewal will be annually from the start date of the web hosting services. The hosting will not be renewed if the Company cannot contact the Customer or the Customer requests the Company not to host the Website. If the Charges remain unpaid at the time of expiration, the Company will with immediate effect, cancel the web hosting service and any data held in relation to the web hosting service will be removed. If a cancelled service is to be reinstated at the Customer’s request, the correct Charges must be paid in full before the account is enabled and any data lost as a result of the cancellation will not necessarily be restored. The Company reserves the right to deactivate the Website where the hosting has expired and the Customer has not paid the renewal Charges.

1.18 The Company may discontinue the hosting services without liability to the Customer if the Company’s authority to provide the hosting services should cease or be suspended.

1.19 The Customer may choose to host the Website elsewhere, subject to the payment to the Company of a charge of £180.00 to set up and configure the Website on another company’s server.

1.20 The Company carries out data backups for use by the Company in the event of systems failure. Unless the Customer is utilising the Company’s Website Back-Up Service, it is the Customer’s responsibility to back up the Website.

1.21 The Company shall not be responsible for Customer programming issues, other than for ensuring that programming languages such as PHP are installed and functioning on the web hosting system.

1.22 Without prejudice to the provisions of Paragraph 1.2 above, if the Customer is making use of a shared server rather than a dedicated server and the Customer’s account uses processing power over and above the limits set out in this link: and this has a detrimental effect on use by other customers, the Company will discuss with the Customer alternative solutions for the Customer’s hosting requirements.

1.23 Unlimited web space is available for genuine web site content, which must be linked into web pages. The Customer is prohibited from using the server as a file/backup repository. The Customer is expected to employ good housekeeping when maintaining its account.

Web maintenance and support services

1.1 The Company will make available, during Business Hours, an email and telephone help desk facility to enable the Customer to contact the Company in relation to requests for maintenance services and technical support services. The Customer should contact the Company by email at [email protected] and by phone on 07860538628. Support phone calls which exceed 15 minutes in duration will be charged at the Company’s hourly rate. The Company will use reasonable endeavours to respond to requests for support made through the helpdesk within 4 hours.

1.2 Upon the request of the Customer through the helpdesk, the Company will provide the following maintenance services to the Customer in relation to the Website:

  1. adding new content to the Website (where new content is provided by the Customer to the Company);
  2. effecting minor changes to the design of the Website at the direction of the Customer (the Company shall determine, acting reasonably, whether any given change is “minor”); and
  3. effecting minor changes to the software and/or database comprised in the Website at the direction of the Customer (the Company shall determine, acting reasonably, whether any given change is “minor”).

1.3 The Company will use reasonable endeavours to attempt to answer technical queries relating to the Website and resolve faults and errors in the Website notified by the Customer through the helpdesk (excluding faults and errors in, or caused by: (i) any hardware, or (ii) any software or system external to the Website).

1.4 The Customer will provide the Company with the ability to access and make changes to the Website. The Company recommends that updates to the Website’s CMS are undertaken by the Company rather than the Customer, as there is a risk that invoking an update may cause certain features of the Website not to work as intended and the Company would then have to charge for any time taken in providing a fix.

1.5 The Company shall update the Website with material provided from time to time by the Customer; the frequency of those updates shall be dictated by the Customer’s particular maintenance plan.

1.6 The Customer acknowledges that the Company has no control over any content placed on the Website by visitors to the Website and does not purport to monitor the content of the Website.

1.7 The Customer shall indemnify the Company against all damages, losses and expenses arising as a result of any action or claim in connection with any material provided by the Customer for posting to the Website or in relation to any other material posted to, or linked to, the Website.

Pay Per Click Advertising Services

1.1 The Customer will bid for the ranking or a listing which appears in the search results generated by the Company in response to a search term closely matching the subject of the search listing. The amount of the Customer’s bid determines the ranking of their listing in a search results list.

1.2 The Company reserves the right to refuse, reject, cancel, remove, edit or vary any search terms, descriptions, listings and bids at any time for any reason whatsoever.

1.3 The Customer must only submit search terms, titles and description to the Company that are relevant to the Website. If any information provided on the Website changes, the Customer must update their search terms and descriptions to be both current and accurate. All search terms and descriptions submitted are subject to relevancy review by the Company’s staff and are subject to removal or rejection. No refunds will be issued for charges incurred to any account as a result of submitting irrelevant words to the Company.

1.4 The Customer agrees to pay Google based on the cost of click-throughs by users on a search listing and also agrees to pay monthly management fees to the Company.

1.5 The number of click-throughs is measured by online reporting systems utilised by the Company and the Customer acknowledges that data generated from this software shall be the definitive and only measure of the number of click-throughs.

1.6 The Customer will be charged for each click delivered. The charge per click will vary depending upon the search terms used.

1.7 The Charges set out in the Proposal represent the Customer’s monthly budget for Pay Per Click Services, plus a fixed monthly management fee.

1.8 Payment for the first month’s Charges must be made at the time that the Customer’s order is placed with the Company and additional monthly payments shall be payable within 30-day intervals from the time of order placement. Monthly reports will be sent to the Customer by email. If the Customer terminates the Contract on 30 days’ notice, the Company will delete or pause any created campaign.

1.9 Pay Per Click Services are provided with no warranty with respect to the number of click-throughs per search listing which will be delivered and the Company will not be liable for any delay in changing any bid by the Customer.

1.10 The Company does not guarantee that the Company’s search listings will be available or displayed. The format and style of the Customer’s listing may vary and the Company makes no representations as to the format and style of search listings.

Website Analytics Services

1.1 The Customer shall allow the Company to collect, store and process the Customer Data. The Customer Data may include one or more cookies that the Company uses to differentiate between users. The Company may examine the Customer Data to provide the Customer with technical support or to improve the Service. The Company may retain and use information collected in relation to the Customer’s use of the Service, in order to, amongst other matters, generate anonymous aggregated reports (Report).

1.2 Subject to these Terms and Conditions, the Customer may remotely access, view and download the Report. The Customer will use the Service and the Report solely for the Customer’s own internal use, and will not make the Service available for timesharing, application service provider or service bureau use. The Customer will comply with all applicable laws and regulations in the Customer’s use of and access to the Service and the Report.

1.3 The Customer will not (and will not allow any third party to) use the Service to record, track or collect any Personal Data from any visitor to the Website, nor will the Customer associate (nor allow any third party to associate) any Personal Data gathered from the Website (or any third party’s website) with any Personal Data from any source as part of the Customer’s use of the Service, unless the Customer receives such visitor’s explicit consent. The Customer will have and will abide by an appropriate privacy policy and will comply with all applicable laws relating to the collection of information from visitors to the Website.

1.4 The information and services included in or available through the Service, including the Report, may include inaccuracies or typographical errors. The Company does not represent or warrant that the Service will be uninterrupted or error-free, or that defects will be corrected. The Customer specifically agrees that the Company shall not be responsible for unauthorised access to or alteration of the Customer Data or other personal data from the Website. The Company does not guarantee storage of Personal Data. Storage space allocated to the Customer is subject to agreement with the Company or the amount of available space. The Company does not guarantee that the Service will be operable at all times or during any down time. Complete accuracy in all aspects of the Customer’s statistics at all times is also not guaranteed.

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