TERMS AND CONDITIONS OF WORK

By accepting a quote for work by email or in writing, you are agreeing to the following terms. If you would like a printable signed copy emailed to you, please click here and fill in the form.


The BAsics

All prices are quoted ex.VAT and are subject to VAT at 20%

A non-refundable deposit of 20% of the full quoted amount is required before any work is undertaken.

All prices quoted include 2 amendments. Any additional amendments are chargeable at £90/hour

As the client requesting work, you are responsible for providing the following:

  • Allow access to the business/staff/work to get a ‘feel’ of the business
  • Provide all necessary information/feedback/media in a timely manner
  • Provide a clear and concise brief
  • Provide relevant images for general use
  • Provide specific images with relevant captions
  • Provide branding/marketing artwork
  • Provide relevant text (copy)
  • Any additional relevant information
  • Whenever relevant, supply any login details/account information
    • Social media
    • Domains
    • Relevant online accounts
    • Full WordPress Admin access to existing site
  • Ensuring all information is correct
  • Ensuring all images supplied are not held under licence by a third party
  • Supplying regular feedback as the project progresses by phone/email/in person
  • Ensure all account users on the site do so in a responsible manner:
    • not using the servers as mass file storage
    • not using the site for illegal/illicit activities

Agreement Detail

Background

  1. The Provider submitted a Quote to the client in response to the Client’s request for a proposal. This quote (hereinafter referred to as “the Quote”) contains the Scope of work, pricing and project plan referred to in this contract. This is exhibited to this contract and forms part of this contract. By signing this agreement, the Client accepts the Quote.
  2. The parties have agreed that the Provider shall provide the Client with services which may include, but may not be limited to Brand Design, Graphic Design, Website Design, website hosting and related services on the terms and conditions set out in this agreement.

Agreed terms

  1. Interpretation: The definitions and rules of interpretation in this clause apply in this agreement. The Provider and the Client wish to set out the conditions between the parties in order to commence the Provider’s web Hosting and design services to the Client. NOW THEREFORE, the Provider and the Client agree as follows.
    1. Definitions:
      1. Acceptance: the acceptance or deemed acceptance of the Site by the Client under 4.
      2. Acceptance Tests: the tests to be carried out on the Site as set out in 4 and as described in the Quote.
      3. Back-end service provider: Krystal Hosting
      4. Business Day: any day other than a Saturday, Sunday or public holiday in England when banks in London are generally open for business.
      5. Client: refers to the Client as listed under the “Parties” heading above its agents and authorised representatives which are also referred to using “they”, “them”, “their” and “theirs”.
      6. Change Control Procedures: the procedures set out in Schedule 2.
      7. Charges: the charges in respect of the Services set out in the Quote, together with any charges arising from the Change Control Procedures.
      8. Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information is:
        1. identified as confidential at the time of disclosure; or
        2. ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
      9. Content: refers to all text, pictures, sound, graphics, video, links, and other data stored by the Client on our server computers.
      10. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures:: as defined in the Data Protection Legislation.
      11. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder)  and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party].
      12. Data Subject:  has the meaning set out in Article 4(1) of the GDPR.
      13. Effective Date: The date stated on the cover sheet above, is the effective date of this contract.
      14. Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance from regulatory and advisory bodies (whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to the Client relating to security of network and information systems and security breach and incident reporting requirements, which may include the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
      15. Intellectual Property Rights:  patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, 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.
      16. Materials: the content provided to the Provider by the Client from time to time for incorporation in the Site.
      17. Non-Host Defects: the defects described in 4.3.
      18. Project Plan: the timetable for setting up the Site and performing the Services as set out in the Quote.
      19. Provider: refers to Yazaroo, its agents and authorised representatives which are also referred to using “we”, “us”,” our” and “ours”.
      20. Server Computers: are computers rented by the Provider on behalf of and for use by the Client to Provider their own website.
      21. Services: the hosting and related services to be provided under this agreement as described in Schedule 3.
      22. Site: the client’s website design to be provided by the Provider under this agreement.
      23. Site Software: the software for the Site as described in the quote given to the Client by the Provider.
      24. Site Specification: the specification for the Site set out in the quote given to the Client by the Provider.
      25. Visitor: a visitor to the Site.
      26. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
      27. Web Hosting Services: refers to the services which allow the Client’s website to be accessible via the World Wide Web, as well as additional services such as but not limited to email Hosting.
      28. Website: refers to the pages presenting the Content stored by the Client on our server computers. The website as specified in the Quote sent by the Provider to the Client to be hosted by the Provider under this agreement.
    2. Clause and Schedule headings shall not affect the interpretation of this agreement.
    3. References to clauses and Schedules are (unless otherwise provided) references to the clauses and Schedules of this agreement.
    4. If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
    5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
    6. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
    7. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
    8. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    9. References to content include any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a visitor to that website.
  1. Services: The Provider shall perform its obligations in accordance with the Quote. In particular:
    1. provided the Provider receives a copy of the Site Materials as described in the Quote.
    2. the Provider shall, as soon as reasonably practicable after Acceptance, provide the Services in accordance with this agreement.
  2. Client responsibilities
    1. The Client shall be responsible for the accuracy and completeness of the Materials.
    2. The Provider shall not be liable for any delays in implementing the Quote resulting from the Client ‘s failure to fulfil any of its obligations set out in the Quote. The Provider reserves the right to invoice the Client for any additional expenses reasonably incurred by the Provider as a result of such delays.
  3. Acceptance
    1. The Acceptance Tests shall test compliance of the Site with the Site Specification. The form and detail of the Acceptance Tests are set out in Schedule 6.
    2. The Provider shall run the Acceptance Tests and Acceptance of the Site shall occur when the Site has passed the Acceptance Tests. The Provider shall notify the Client when the Acceptance Tests have been passed and provide the results of the Acceptance Tests to the Client in writing.
    3. If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of the Client , or by one of the Client ’s sub-contractors or agents for whom the Provider has no responsibility (Non-Provider Defect), the Site shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Provider Defect. The Provider shall provide assistance reasonably requested by the Client in remedying any Non-Provider Defects by supplying additional services or products. If so requested, the Client shall pay the Provider in full for all such additional services and products at the Provider ‘s then current fees and prices.
    4. Acceptance of the Site shall be deemed to have taken place upon the occurrence of any of the following events:
      1. the Client uses any part of the Site for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
      2. the Client unreasonably delays the start of the relevant Acceptance Tests or any retests for a period of seven working days from the date on which the Provider is ready to commence running such Acceptance Tests or retests.
  4. Project management for website design
    1. Each party shall appoint a project manager who shall:
      1. provide professional and prompt liaison with the other party; and
      2. have the necessary expertise and authority to commit the relevant party.
      3. The project managers shall meet as agreed from time to time. The Client shall provide minutes of these meetings to the Provider which shall be deemed to be an accurate record of such meetings if the Provider raises no objection within 30 days of receipt.
        1. The creation of the website will be done in accordance with the Quote as accepted by the Client.
  5. Charges and payment
    1. The Provider shall issue a monthly VAT invoice in respect of the Charges, and the Client shall pay to the Provider the Charges set out in the Provider ’s invoice within 30 days of the date of the Provider ’s invoice.
    2. All Charges are exclusive of VAT. VAT will be added to the charges at the prevailing rate at the time of invoice being issued.
    3. If the Client fails to make any payment due to the Provider under this agreement by the due date for payment, then, without limiting the Provider ‘s remedies under 12, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.  Interest under this clause will accrue each day at [4]% a year above the Bank of England’s base rate from time to time but at [4]% a year for any period when that base rate is below 0%.
  6. Warranties and Disclaimer
    1. Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.
    2. The Provider shall perform the Services with reasonable care and skill.
    3. The Provider warrants that the Site will perform substantially in accordance with the Quote for a period of 90 days from Acceptance. If the Site does not so perform, the Provider shall, for no additional charge, carry out any work necessary in order to ensure that the Site substantially complies with the Site Specification.
    4. The warranty set out in 7.3 shall not apply to the extent that any failure of the Site to perform substantially in accordance with the Site Specification is caused by the Site Software or any Materials.
    5. This agreement sets out the full extent of the Provider ’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
    6. The Provider:
      1. does not warrant that:
        1. the Client ‘s use of the Services or the Site will be uninterrupted or error-free; or
        2. the Services or the Site will be free from Vulnerabilities
        3. the Services or the Site will comply with any Heightened Cybersecurity Requirements.
    7. Neither the primary service Provider nor back-end service Provider make any representations nor warranties of any kind whatsoever, express or implied, in connection with this agreement or the services, including but not limited to warranties of merchantability or fitness for a particular purpose, unless such representations and warranties are not legally excludable. Client understands and agrees that any material and/or data downloaded or otherwise obtained through the use of the service is done at their own discretion and risk and that they will be solely responsible for any damage to the Client’s computer system or loss of data that results from the download of such material and/or data. No advice or information, whether oral or written, obtained by the Client from either the primary service Provider or back-end service Provider shall create any warranty not expressly made herein. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to the Client.
  7. Limitation of remedies and liability: WARNING: you are strongly advised to read the  liability on this clause.
    1. Nothing in this agreement shall operate to exclude or limit the Provider ’s liability for:
      1. death or personal injury caused by its negligence; or
      2. any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
      3. fraud; or
      4. any other liability which cannot be excluded or limited under applicable law.
    2. [Neither party shall be liable under or in connection with this Agreement or any collateral contract for any:
      1. loss of revenue;
      2. loss of actual or anticipated profits;
      3. loss of contracts;
      4. loss of the use of money;
      5. loss of anticipated savings;
      6. loss of business;
      7. loss of opportunity;
      8. loss of goodwill;
      9. loss of reputation;
      10. loss of, damage to or corruption of data; or
      11. any indirect or consequential loss, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise.]
    3. Subject to 8.1, the Provider ‘s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the total Charges payable by the Client to the Provider under this agreement in that calendar year.
    4. The Provider shall not be liable for any disruption to the services provided to the Client if such disruption was due to the fault/omission/negligence of the back-end service provider.
  8. Intellectual property rights
    1. All Intellectual Property Rights in any works arising in connection with the performance of the Services by the Provider (Works) shall be the property of the Provider, and the Provider hereby grants to the Client a non-exclusive licence to such Intellectual Property Rights to the extent required by the Client to receive the benefit of, or perform its obligations under, this agreement.
    2. The client grants the provider licence to display any work created for the client on the Provider’s website, social media and anywhere involved in the promotion of the Provider.
    3. The software used by the Provider to build the site is the intellectual property of the Provider. The Provider gives the Client licence to use this software only during the period of the contract.
    4. The Client retains all Intellectual Property Rights in the Site content, and grants the Provider a licence to such Intellectual Property Rights to the extent required by the Provider to perform its obligations under this agreement.
    5. The Client shall indemnify the Provider against all damages, losses and expenses arising as a result of any action or claim that the Site Software, content or the Materials infringe any Intellectual Property Rights of a third party.
    6. The Provider shall indemnify the Client against all damages, losses and expenses arising as a result of any action or claim that the Client ‘s receipt and use of the Works in accordance with this agreement infringe the Intellectual Property Rights of a third party in the UK, other than infringements referred to in 9.3.
    7. The indemnities in 9.3, 9.4, and 10.3 are subject to the following conditions:
      1. the indemnified party promptly notifies the indemnifier in writing of the action or claim;
      2. the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent;
      3. the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and
      4. the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.
    8. The indemnities in 9.3, 9.4, and 10.3 may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, specifications or instructions of the indemnified party.
    9. At its own expense, the Client shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to 9.2.
  9. Site content
    1. The Provider shall update the Site with Materials provided from time to time by the Client, but no more than one hour in any month during the term of this agreement. Any further work undertaken by the Provider shall be charged at the standard hourly. The Client shall ensure that the Materials 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 [or acts of terrorism], menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).
    2. The Provider shall include only the Materials on the Site. The Client acknowledges that the Provider has no control over any content placed on the Site by Visitors and does not purport to monitor the content of the Site. The Provider reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. The Provider shall notify the Client if it becomes aware of any allegation that content on the Site may be Inappropriate Content.
    3. The Client shall indemnify the Provider against all damages, losses and expenses arising as a result of any action or claim that the Materials or any other material posted to, or linked to, the Site constitutes Inappropriate Content.
    4. The Provider may include the statement “Website Designed and Hosted by Yazaroo” in the Footer of the Site.
  10. Data protection
    1. Both parties will comply with all applicable requirements of the 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) (GDPR) and any other directly applicable European Union regulation relating to privacy. This 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and the Provider is the Processor. [Schedule 7 sets out the scope, nature and purpose of processing by the Provider, the duration of the processing and the types of Personal Data and categories of Data Subject.]
    2. Without prejudice to the generality of 11.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Provider and lawful collection of the Personal Data by the Provider on behalf of the Client for the duration and purposes of this agreement.
    3. Without prejudice to the generality of 11.1, the Provider shall, in relation to any Personal Data processed in connection with the performance by the Provider of its obligations under this agreement:
      1. process that Personal Data only on the documented written instructions of the Client unless the Provider is required by Domestic Law to otherwise process that Personal Data. Where the Provider is relying on Domestic Law as the basis for processing Personal Data, the Provider shall promptly notify the Client of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Provider from so notifying the Client;
      2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client , to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
      3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
      4. not transfer any Personal Data outside of the UK unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
        1. the Client or the Provider has provided appropriate safeguards in relation to the transfer;
        2. the Data Subject has enforceable rights and effective legal remedies;
        3. the Provider complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
        4. the Provider complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
      5. assist the Client, at the Client ‘s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      6. notify the Client without undue delay on becoming aware of a Personal Data breach;
      7. at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by Domestic Law to store the Personal Data; and
      8. maintain complete and accurate records and information to demonstrate its compliance with this 11
    4. The Client consents to the Provider appointing a third-party processor of Personal Data under this agreement. The Provider confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement  and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation.
    5. Either party may, at any time on not less than 30 days’ notice, revise this 11 by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
  11. Term and termination
    1. This agreement shall commence on the Effective Date and shall continue on a monthly rolling basis.
    2. Three months’ notice is required to terminate this contract by either party, on the method of notice please refer to clause 16.1.
    3. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
      1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment;
      2. the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 20 Business Days after being notified in writing to do so;
      3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or being a company or limited liability partnership is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986] or if the client is an  individual is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or if the client is a partnership has any partner to whom any of the foregoing apply];
      4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
      6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
      8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
      9. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
      10. the other party (being an individual) is the subject of a bankruptcy petition, application or order
      11. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
      12. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 12.2(c) to clause 12.3(j) (inclusive); or
      13. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
      14. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
    4. On termination of this agreement by the Provider pursuant to 3, all licences granted by the Provider under this agreement shall terminate immediately.
    5. On expiry or termination of this agreement otherwise than on termination by the Provider under 3 the Provider shall:
      1. promptly return to the Client the Site content and all Materials and shall provide to the Client an electronic copy of the Site excluding the intellectual property owned by the Provider (including all content on the Site).
      2. provide such assistance as is reasonably requested by the Client to transfer the hosting of the Site to the Client or another service provider, subject to payment of the Provider ’s expenses reasonably incurred.
    6. On expiry or termination of this agreement, all provisions of this agreement shall cease to have effect, except that any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
  12. Change control: Any request to change the scope of the Services shall be processed in accordance with the Change Control Procedure set out in Schedule 2.
  13. Force majeure: Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for one month, the party not affected may terminate this agreement by giving 7 days’ written notice to the affected party.
  14. Confidentiality
    1. Each party undertakes that it shall not [at any time OR at any time during this agreement, and for a period of two years after termination or expiry of this agreement,] disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party [or of any member of the group of companies to which the other party belongs], except as permitted by 15.2.
    2. Each party may disclose the other party’s confidential information:
      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this 15; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
  15. Notices
    1. Any notice given to a party under or in connection with this agreement contract shall be in writing and shall be:
      1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
      2. sent by email to the address used by both parties in correspondence or as agreed otherwise.
    2. Any notice shall be deemed to have been received:
      1. if delivered by hand, at the time the notice is left at the proper address;
      2. if sent by pre-paid first-class post next working day delivery service, at 9.00 am on the second Business Day after posting;
      3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place or receipt, when business hours resume.  In this 16.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  16. Announcements: No party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
  17. Assignment: Except where permitted under 11.5, neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under this agreement, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
  18. Entire agreement
    1. This agreement 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.
    2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
  19. Third-party rights
    1. This agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
    2. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
  20. Variation: No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  21. Waiver
    1. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy
    2. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
  22. Rights and remedies: Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
  23. Severance
    1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
    2. If any provision or part-provision of this agreement is deemed deleted under 24.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
  24. No partnership or agency
    1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  25. Governing law: This agreement 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 the law of England and Wales.
  26. Cancellation and Refund: We reserve the right to cancel service at any time. All fees paid in advance of cancellation will be pro-rated and paid by us if we institute our right of cancellation. Extra costs resulting from any violation of policies will be billed to the Client (i.e. transfer, space etc.) If the Client is not completely satisfied with our services or support within the first 30 days of this agreement, you will be given a full refund of the contract amount including setup fees but excluding overages. Domain Registration fees, reimbursed to us, are not refundable at all. If the web hosting plan includes a free domain name registration, an amount equal to the regular domain name registration fee will be charged upon contract cancellation. For web/email hosting contracts of 3 months or less, the full contract amount less any domain registration fees and overages will be refunded if we are notified within the first 30 days following activation. No refund is available after the 30th day. For web hosting contracts longer than three months, a refund equal to one half of the contract amount less any domain registration fees and overages will be given if we are notified prior to the first day of the second half of the contract term. For example, on a twelve month contract we must receive the notice of cancellation prior to the first day of the seventh month of the contract. No refunds will be given once the second half of the contract term has begun. This policy does not apply to any additional services such as overages, additional disk space, additional pop accounts, etc. Due to security concerns, all account cancellations must be done in writing via post with a valid signature of the primary contact of the account, account name, reason for cancellation. We also accept account cancellation submitted from the registered email address of the account holder. Phone requests will not constitute acceptance of any cancellation. If payment was made by cheque or bank transfer, payment will be made by company check within 15 days of receipt of cancellation.
  27. Indemnification
    1. The Client agrees to release, indemnify, and hold the primary service Provider and backend service Provider, our contractors, agents, employees, officers, directors and affiliates harmless from all liabilities, claims and expenses, including attorney’s fees and court costs, for third party claims relating to their use of the services or arising under this agreement, including without limitation, infringement by the Client or someone else using their computer, of any intellectual property or other proprietary right of any person or entity, or from the violation of any term or condition of this agreement. When either the primary service Provider and/or backend service Provider may be involved in a suit involving a third party and which is related to the services under this agreement, either the primary service Provider and/or backend service Provider may seek written assurances from the Client in which they promise to indemnify and hold such parties harmless from the costs and liabilities described in this paragraph. Such written assurances may include the posting of performance bonds or other guarantees. Their failure to provide such assurances may be considered a breach of this agreement by the Client.
    2. The Client agrees that the backend service Provider shall not be liable for the actions, inactions, negligence, or intentional misconduct of the primary service Provider. The Client acknowledges and agrees that neither the primary service Provider nor the backend service Provider are agents for one another. The Client agrees that they shall defend, indemnify, save and hold us harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees asserted against us, our agents, our Clients, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, their agents, employees or assigns. The Client agrees to defend, indemnify and hold us harmless against liabilities arising out of:
      1. any injury to person or property caused by any products sold or otherwise distributed in connection with our servers;
      2. any material supplied by the Client infringing or allegedly infringing on the proprietary rights of a third party;
      3. copyright infringement and
      4. any defective products sold to Client from our servers.
  28. Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

This agreement has been entered into on the date stated at the beginning of it.

Schedules:

  1. Quote supplied to the Client
  2. Change control procedure
    1. Change control procedure
      1. The Provider and the Client shall discuss any change to this agreement (Change) proposed by the other and such discussion shall result in either:
        1. a written request for a Change by the Client; or
        2. a written recommendation for a Change by the Provider, or, if neither of the Client nor the Provider wishes to submit a request or recommendation, the proposal for the Change will not proceed.
      2. Where a written request for a Change is received from the Client, the Provider shall, unless otherwise agreed, submit a Change control note (CCN) to the Client within the period agreed between them or, if no such period is agreed, within ten Business Days from the date of receipt of such request for a Change or inform the Client that the Provider is not able to comply with such written request for a Change.
      3. A written recommendation for a Change by the Provider shall be submitted as a CCN direct to the Client at the time of such recommendation.
      4. Each CCN shall contain:
        1. the title of the Change;
        2. the originator and the date of the request or recommendation for the Change;
        3. the reason for the Change;
        4. the full details of the Change, including any specifications and user facilities;
        5. the price, if any, of or associated with the Change;
        6. a timetable for implementation, together with any proposals for acceptance of the Change;
        7. the impact, if any, of the Change on other aspects of this agreement, including:
          1. the Charges;
          2. the contractual documentation; and
          3. staff resources;
        8. the date of expiry of validity of the CCN (which shall not be less than [NUMBER] working days); and
        9. provision for signature of the CCN by the Client and the Provider .
      5. For each CCN submitted, the Client shall, within the period of validity of the CCN as set out in 1.4(h) of this Schedule 5:
        1. allocate a sequential number to the CCN;
        2. evaluate the CCN, and as appropriate either:
          1. request further information; or
          2. approve the CCN; or
          3. notify the Provider of the rejection of the CCN; and
        3. if approved, arrange for two copies of the approved CCN to be signed for or on behalf of the Client and the Provider. The signing of the CCN shall signify acceptance of a Change by both the Client and the Provider.
      6. Once signed by the Client and the Provider in accordance with 1.5 of this Schedule 5, the Change shall be immediately effective and the Client and the Provider shall perform their respective obligations on the basis of the agreed amendment.
  3. Processing, personal data and data subjects: As described at the top of this page.

 

Last revision date: 09 December 2021

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