1. Purpose and Authorisation. The “Client” is engaging the “Provider” to provide the services specified in Schedule 1 to this Agreement.
2. Designated Client Representative. To ensure effective communication and an efficient design process between the “Client” and “Provider”, the “Client” agrees to designate a single representative to work directly with the “Provider”. The representative will ensure ALL content has reached final approval within their organisation before submitting the finalised content to the “Provider”.
Designated Client Representative Information
If there is a change in the identity of the Designated Client Representative the “Client” will confirm this to the “Provider” in writing and the “Client” shall be entitled to treat the previous Designated Client Representative as being authorised to approve content until such confirmation is received.
Where the “Provider” is hosting a website for the “Client” in accordance with this Agreement changes made to content, once final approval has been submitted by the representative, will become part of the website maintenance provided each month by the Provider as documented in Website Maintenance.
It is the responsibility of the Designated Client Representative of the “Client” to check the accuracy of all content and the “Provider” shall not be liable for any error in the same.
3. Website Maintenance. Where the “Provider” is hosting a website for the “Client” in accordance with this Agreement the “Client” understands that once the website is approved and hosted by the “Provider”, the “Provider” will make any requested amendments and updates by the “Client” on a monthly basis, the “Client” accepts that any amendments made in any month will be initiated on one of any set days in that month for a period of 30 minutes.
4. Liability. The “Client” is responsible for the accuracy and appropriateness of all data and content within its website including but not limited to any applicable VAT calculations, product pricing and product description and the “Provider” will not accept any responsibility or liability for the same. In no event will the “Provider” be liable to the “Client” for any loss or damage, including any loss of profits, lost savings or other incidental, consequential or special damages arising out of downtime of any web pages on the “Clients” website or any website operated by the “Provider”, any error in content or any other interruption in service. Without prejudice to the above, the “Provider” shall have in particular no liability, and the “Client” shall not be entitled to any credit against fees or reduction in fees, in relation to any alleged error in content which is not notified by the “Client” to the “Provider” within 14 days of the content going live.
5. Copyrights, Trademarks and Other Intellectual Property Rights. The “Client” represents to the “Provider” and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks or any other artwork furnished to the “Provider” for inclusion on any web page or other digital platform are owned by the “Client”, or that the “Client” has permission from the rightful owner to use each of these elements.
The “Client” will indemnify and hold harmless the “Provider” on a continuing basis against any and all liability however arising in respect of any and all content or part of content provided by the “Client” to the Provider” for the purposes of the service to be provided under this Agreement. The “Client” is responsible for providing all equipment and/or software necessary to access the hardware and systems provided by the “Provider”.
The “Client” hereby warrants to the “Provider”, and agrees that during the term of this Agreement they will ensure that:-
(a) the “Client” is the owner of all data and/or content it will provide to the “Provider” in conjunction with the Services (the “Content”), and that the “Client” has secured all necessary licenses, consents, permissions, waivers and releases for the use of Content and each element thereof, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by “Provider” to pay any fees, residuals, guild payments or other compensation of any kind to any person;
(b) the “Client’s” use, publication and display of the content will not be defamatory, not include content of a pornographic, sexually explicit or violent nature and will not infringe any applicable law, copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person, including, without limitation, any contractual, statutory or common law right or any “moral right”; the ”Client” will comply with all applicable laws, rules and regulations regarding the Content and will use the services only for lawful purposes;
(c) the “Client” will not allow pirated software sites, including cracking programs or cracking program archives, spam, machine or randomly-generated content and/or contains unethical or unwanted commercial content designed to drive traffic to, or boost the search engine rankings of, third party sites, or further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing) or content or data which would impersonate someone else or falsely represent their identity or qualifications or could reasonably be considered to constitute a breach of an individual’s privacy.
(d) the “Client” has used its best efforts to ensure that the Content is and will at all times remain free of all computer viruses, worms, Trojan horses and other types of malicious code.
6. Copyright to Web Pages. Where the “Provider” is hosting a website for the “Client” in accordance with this Agreement the “Client” agrees that the “Provider” owns the design of the website and the “Client” agrees they may not put them on disc, CD, website or any other medium and offer them for redistribution or resale. The “Client” is assigned rights to use the design, graphics and text contained in the finished assembled website. Rights to photos, graphics, source code, source files are specifically not transferred to the client and remain the property of their respective owners. The “Provider” reserves the right to display graphics and other Web design elements as examples of their work for any purpose.
7. Payment. The fees payable in accordance with this Agreement are as set out on the first page of the contract. Where the “Provider” is hosting a website for the “Client” in accordance with this Agreement the initial set up fee is non-refundable and is to be paid before any work is undertaken by the “Provider” under this Agreement.
For all other payments, these will be billed monthly. The first invoice will be generated 8 working days following the date of this Agreement. The billing period that the invoice relates to is shown on the invoice. Subsequent monthly invoices are generated on or around the anniversary date of the first invoice.
An administration charge of £2.50 plus VAT will be added to each individual invoice where the “Client” does not accept invoices by email.
The “Client” may make payment using one of the following 3 payment options:-
(a) Account: Subject to completion of the MNA ROCA form (Request of Credit Application) and the ensuing credit reference, credit terms will be offered to
(b) Direct Debit (with or without an Account.
(c) Full year payment in advance: If the “Client” pre-pays a full year’s fees in advance they will receive a 10% discount on the fees set out in this Agreement.
Where payment is to be made by direct debit the first monthly direct debit payment will be taken on the go live date of the month as possible following setup of the direct debit mandate.
The “Provider” may at any time after the first anniversary of the date of this Agreement increase the amounts payable by the “Client” for the services to be provided under this Agreement. Such increase will take effect 45 days after the “Provider” has given written notice to the “Client” of the change. No individual increase shall exceed ten percent (10%) of the rate currently being charged at the date notice of the increase is given.
8. Links to Third Party Websites The site may contain links to other websites owned by third parties. The “Provider” has no responsibility for or control over those other websites and will not be responsible for any loss or damage of any kind incurred as a result of such links or the presence of such links on the site.
No reference to any third party, third party website or third party product or service shall be construed as an approval or endorsement by the “Provider” of that third party, third party website or third party product or service.
9. Non-Payment Where the “Provider” is providing a digital care package for the “Client” in accordance with this Agreement the following provisions shall apply where payment of the amounts due under this Agreement is not received by the due date:-
Direct debits that are refused by the payee’s bank and remain overdue by 7 days or more will result in the automatic suspension of the customer response package. The package will return to a “go-live” within 1 working day of the account being settled. If the account remains overdue by 30 days or more, the digital care package will be automatically cancelled and fees will become due as follows:
(a) Where termination will take effect within the first 12 months of the package the full unpaid balance of 12 months charges will become due and payable immediately
(b) Where termination takes effect after 12 months or more of the package have elapsed the customer will pay all outstanding charges and a cancellation fee equivalent to a further 1 month’s charges.
Additionally the account may then be passed to the “Provider’s” legal team who will continue to pursue the debt until settled.
All invoices become due within 30-days. If the account remains unpaid after 45 days the customer response package will be automatically suspended. The package will return to a “go-live” within 1 working day of the outstanding account, including any reinstatement fee, being settled in full.
If the “Clients” account is suspended due to lack of payment, the “Client” will pay the then current reinstatement fee, in addition to all other charges due and payable, prior to restoration of the Services.
If the account remains overdue by 60 days or more, the customer Digital care package will be automatically cancelled and fees will become due as follows:
1. Where termination will take effect within the first 12 months of the package the full unpaid balance of 12 months charges will become due and payable immediately
2. Where termination takes effect after 12 months or more of the package have elapsed the customer will pay all outstanding charges and a cancellation fee equivalent to a further 1 month’s charges.
10. Completion Date/Co-Operation. Where the “Provider” is hosting a website for the “Client” in accordance with this Agreement the “Client” agrees that the Designated Client Representative highlighted in Section 2 of this agreement will provide all relevant information and material to the “Provider” in order to complete the website design and pages in a timely manner. Once all information has been supplied to the “Provider”, the “Provider” will endeavour to publish the website within 2 weeks of the final submission by the “Client”.
Once the website is “live” the “Client” agrees that the Designated Client Representative will provide in a timely manner any further information and material required by the “Provider” in order to provide the services under this Agreement.
The “Provider” will notify the “Client” in a timely manner of any downtime that may occur to the “Client’s” web pages in order that they can assist the “Provider” in acting upon and resolving any issues that may have caused the site to go down.
In the event that the “Client “ fails to provide the “Provider” with content and/or approval for content within 14 days of such content and/or approval being requested the “Client” shall be deemed to approve such content as the “Provider” shall consider it appropriate to use for the provision of the services.
11. Website Content. The “Client” agrees to provide the “Provider” all content for the website such as text, images, video and sound in an electrical format. The “Client” understands that until the “Provider” has received all content from the “Client” needed for the website, “Provider” may choose not to begin to customise the Website. If the “Client” does not supply ”Provider” complete text and graphics content for all web pages, within one calendar month from the date of the signed agreement, the entire amount of the Agreement becomes due and payable.
12. CRM Data collected and stored through the “Provider’s” services is the sole responsibility of the Client, who will ensure compliance with all applicable laws, including but not limited to those in relation to collection and maintenance of the data. The “Provider” will not assume responsibility for monitoring or deleting data within the specified terms or manners. The “Client” will indemnify and hold harmless the “Provider” on a continuing basis against any and all liability however arising in respect of the collection and maintenance of CRM data in connections with the service to be provided under this Agreement
Email services are made available pursuant to this Agreement as a Third Party Service. The Client must comply with all applicable laws relating to spam or unsolicited commercial email (UCE) . The “Client” will indemnify and hold harmless the “Provider” on a continuing basis against any and all liability however arising in respect of any and all content or part of content provided by the “Client” to the “Provider” for the purposes of the service to be provided under this Agreement
The “Provider” reserves the right to remove content including but not limited to .zip, .mp3, and/or.jpg,files in cases where in the Provider’s opinion an unreasonable burden or stress is applied to the servers. Websites shall not be used for external storage of large quantities of files accessible for free download.
13. Term and Termination. This Agreement will last for a minimum term of 12 months after which time it may be terminated by either party on giving 30 days’ written notice to the other.
The “Provider” may terminate this Agreement immediately in the event that the “Client” is in material breach of any of the terms of this Agreement including in particular, but not limited to, in the event that there is any breach of the “Client’s” representations and warranties as set out at clause 5 of this Agreement.
Where the “Provider” is hosting a website for the “Client” in accordance with this Agreement, upon termination of this Agreement, all website pages will become the property of the “Provider” and the “Client “ accepts that site pages or design will no longer be available to the “Client” to use in any form. The “Provider” will transfer ownership to the domain registration for no additional fee.
[SERVICES TO BE PROVIDED]
DATA PROTECTION ACT 1998
Please note that in signing the Declaration on Request to open Credit Facilities:-
You are confirming your agreement to proceed and accepting that we may use your information in this way.
We may use credit reference and fraud prevention agencies to help us make decisions.
A condensed guide on how we use the information is detailed below. If you would like to see more information about this you may find the full information on www.legislation.gov.uk
How we will use your data:
We will search at credit reference and fraud prevention agencies for information on all applicants and their financial associates.
If you are providing information about others, on a joint application, you must ensure that you have their agreement. We will make checks such as assessing this application for credit and verifying identities to prevent and detect crime.
We may also make periodic searches with credit reference agencies and fraud prevention agencies to manage your account with us.
If you give false or inaccurate information and we suspect identify fraud we will record this and may also pass this information to Fraud Prevention Agencies and other organisations involved in crime and fraud protection.
When credit reference agencies receive a search from us they will place a “search footprint” on your credit file whether or not this application is successful.
Your data may also be used for other purposes for which you give your specific permission or, in very limited circumstances, when required by law or where permitted under the terms of the Data Protection Act 1998. The information used to assess your application is provided by Experian – www.experian.co.uk.