We’ll always do Our best to fulfil Your needs and meet Your expectations, but it’s important to have things written down so that all parties know what’s what, who should do what and when, and what will happen if something goes wrong.
In this Agreement, We’ve used as little complicated legal terms as possible and avoided long passages of unreadable text. We have no desire to trick You into signing something that You might later regret. We want what’s best for both parties, now and in the future.
This Agreement contains the terms and conditions referred to in Your order ('Order') for Us to supply You the services described in clause 5 (‘Services’).
They describe the terms on which We will supply the Services to You, and they explain Our responsibility to You if We fail to meet these standards.
The date of this Agreement is either the date recorded on your signed agreement or the date you begin using the services, whichever is first.
This is an agreement between
1. you ("You" in this Agreement)
- Bloobo, which is a trading name of NSB Services Ltd with its registered address at First Floor, Telecom House, 125‑135 Preston Road, Brighton, BN1 6AF (“We” or “Us” or “Our”).
By using the Services, You agree to follow everything in this Agreement. This Agreement will start on the date We accept Your order or the date You accept this Agreement, whichever is first. You confirm that You have the authority to enter into this Agreement on behalf of Yourself, Your company or Your organisation. You also agree to pay Us the total fee set out in Our proposal or quotation, in accordance with the terms of this Agreement.
We agree to provide the Services to You as set out in Our proposal or quotation to You.
This Agreement will continue for the Term. The Term starts on the Signing Date (at the beginning of this Agreement) and will continue for a minimum period of twelve (12) months after the Signing Date, after which the Term will renew according to the terms in clause 28, unless ended earlier under clause 26.
You agree to:
- co-operate with Us so that We can supply the Services properly;
- give Us the assets, information, materials and facilities We tell You We need to provide the Services and do this when We ask and in the formats We ask for;
- if required, give Us access to Your premises, and make sure they are properly prepared;
- obtain any licences and permission needed for Us to supply the Services before We start;
- review Our work and provide feedback and approval in a timely manner;
- stick to the payment schedule set out in this Agreement;
- keep all Our documents and property safe whilst they are at Your premises;
- use reasonable security precautions in connection with Your use of the Services;
- provide Us with remote access if required;
- provide us with thirty (30) days' notice of equipment being relocated or any Website being transferred to a new host;
- back up Your data, including any Website data, regularly for Your own protection;
- ensure that the Services are only used by trained employees or those being trained by them;
- not allow anybody other than Us to support the Services;
- not copy the Services or supply them to anybody else;
- inform Us of any statutory rules or regulations that apply to the Services or Us such as those relating to health and safety, and Your information security policy.
- comply with laws applicable to Your use of the Services and this Agreement;
- use the Services only in a manner consistent with the Acceptable Use Policy;
- cooperate with Our reasonable investigation of Service outages and any suspected breach of this Agreement and any disputes;
- keep Your account information up to date at https://bloobo.com/manage;
- promptly pay any undisputed portions of fees due if there is a dispute with respect to any portion of an invoice and provide written details specifying the basis of any dispute.
We agree to:
- have the experience and ability to do everything We’ve agreed with You;
- carry out all work in a professional and timely manner, in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience;
- endeavour to meet every deadline that’s set and tell You as soon as We reasonably can if We are unable to provide the Services or complete any part the Services for any reason;
- maintain confidentiality of everything You give us;
- make reasonable effort to ensure the security of the Services and any data stored on Our systems, is maintained;
- provide the Services in accordance with applicable English law;
- work with You to promptly resolve any disputes; and
- make sure that all of Our work is original and does not infringe anybody else's rights and that nothing We do will be unlawful or infringe anybody else's rights of data or privacy, or be obscene, or damage anybody's reputation in a way that the law judges to be defamatory.
- General Legal Terms
- If We have given You a quotation or proposal for the Services, it is only valid for thirty (30) days from its issue date. It is not an offer to supply the Services to You.
- If either of us needs to give the other a notice under the Agreement ('Notice'), the Notice must be given properly to be effective. Clause 29 explains how to give a proper Notice.
- We are allowed to assign, transfer, charge or sub-contract Our rights and obligations under this Agreement, but You may not do any of these things unless We have previously agreed in writing that You can.
- Nobody other than We and You may rely on any terms of this Agreement.
- Delay or failure in exercising a right under the Agreement will not take away that right or any other right.
- If any part of this agreement is unenforceable, the rest will remain in force.
- This Agreement is a legal document and is governed by the English law and each of us expressly and unconditionally submits to the exclusive jurisdiction of the courts of England and Wales.
- This Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter and supersedes and replaces any prior understanding or communication, written or oral. You acknowledge that You have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Agreement. We and You agree to sign any other documents necessary to put this Agreement into effect.
- You and We will each pay our own costs for preparing this Agreement.
- No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind us in any respect whatsoever.
- You and We may sign separate copies of this Agreement. Those copies taken together have the same effect as if each of them had signed the same document.
- We will supply the Services to You that are set out in the proposal or quotation and do what We reasonably can to manage and complete the project according to the project plan. However, any performance dates are estimates, and time is not of the essence.
- We can change the Services if necessary, to comply with any regulations, or if Our changes don’t affect the nature and quality of the Services. If We decide to make a change, We will notify you.
- If We can’t supply the Services because You have prevented Us (for example by causing delay, or by not doing something You were supposed to do), We can stop supplying the Services until You have put the matter right (at Your own cost). In this case, You will also pay us for any costs or losses You have caused Us, and We will not be responsible for any costs or losses suffered by You.
- We can’t guarantee that Our work will be error-free and so We can’t be liable to You or any third-party for damages, including lost profits, lost savings, loss of data resulting from delays, non- deliveries, wrong delivery, all service interruptions caused by Us and Our employees, failed backups or other incidental, consequential or special damages, even if You’ve advised Us of them. Your liability to Us will also be limited to the amount of fees payable under this Agreement and You won’t be liable to Us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if We’ve advised You of them.
- These Conditions do not limit Our or Your responsibility for things that the law says cannot be excluded. These include death, personal injury caused by negligence, fraud, breach of the terms implied by section 2 of the legislation known as the Sale of Goods and Services Act 1982 (which entitles You to title and quiet possession of your goods) or any other matter that the law says can't be excluded. But otherwise, any warranties or terms which are implied into this contract by any piece of law are excluded.
- The Services are controlled from Our facilities in England. We make no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with all applicable English law and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if You are a resident of a country embargoed by England, or are a foreign person or entity blocked or denied by the British government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in England.
- By accepting Services, You indemnify Us for the violation of any law or this Agreement, that results in loss to us or the bringing of any claim against Us. This means that if legal action is taken against Us because of Your activities that violate any law, or this Agreement, You’ll pay any damages awarded against Us, plus costs and reasonable legal fees.
- Each of us agrees that it will not bring a claim under this Agreement more than two (2) years after the event giving rise to the claim occurred.
- You agree not to try to solicit or employ any of Our employees or sub-contractors who have been involved in the supply of the Services either during the Agreement or for at least twelve (12) months after the Agreement has ended.
- When We use the word “including” in this Agreement, We mean “including without limitation.” Similarly, when We use the word “includes”, We mean “includes without limitation.”
- When We use the term “Business Day” We mean 9am to 5pm, Monday to Friday (excluding Public and Bank Holidays).
- Changes to the Agreement are only binding if We agree them in writing, sign them and give You a copy. We also reserve the right, in Our sole discretion, to modify or replace this Agreement from time to time by publishing a new version at https://bloobo.com/terms. Your continued use of the Services after any such change constitutes Your acceptance of the new terms. If You do not agree to any of these terms or any future terms, do not use or access (or continue to access) the Services.
- Due to the nature of internet-based services, We make no “uptime” guarantees.
- Neither of Us will be liable to the other for failure or delay in carrying out this Agreement which is caused by an event beyond Our reasonable control, which We could not have foreseen or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, deliberate damage, or failures of suppliers or sub-contractors to do what they are supposed to.
- Any attempts to undermine, slander, libel, threaten, or cause harm to a server, customer, employee, or Us directly is strictly prohibited and is grounds for immediate termination without refund. In addition, We’ll pursue all attempts to the fullest extent of the law.
- When We use the word “Services” in this Agreement, We mean:
- Our provision of website application development services (“Web Development Services”),
- Our provision of mobile application development services (“Mobile App Development Services”),
- Our provision of website and mobile application hosting services (“Hosting Services”),
- Our provision of website and/or mobile application maintenance and support services (“Maintenance and Support Services”),
- Our provision of IT consultancy, hardware or software installation or repair (“IT Services”),
- Our design and provision of brand and printed material (“Marketing Services”), and/or
- Our marketing and business consultancy services (“Consultancy Services”).
- If You ask us to, We will provide You with:
- maintenance and support;
- consultancy services;
- disaster and business continuity services.
- Because We respect the rights of children and parents, You may use the Services only if You can form a binding contract, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anybody under 13 is strictly prohibited and in violation of this Agreement.
- Because We respect the user community, the Services are not available to any users previously removed from the Service.
- You are solely responsible for the activity that occurs on or through Your application. We will not be liable for Your losses caused by any unauthorized use of Your account, and You shall be solely liable for the losses due to such unauthorized use.
- Users may create or join groups on the Services in order to share articles and other content, and to send messages to other Group members (a “Group”).
- You are solely responsible for Your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between You and other users. We will have no liability for Your interactions with other users, or for any user’s action or inaction.
- When We use the word “Services” in this Agreement, We mean:
- Content Development
All services We provide may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any English (or any other country) law is prohibited. This includes copyrighted material, material that is threatening or obscene, material that is “adult only” content, or material protected by trade secrets and other statue.
Adult material and pornography are prohibited on Our servers. This includes sexual content, or direct links to adult content elsewhere. This is also true for sites that promote any illegal activity or content that may be damaging to Our servers or any other server on the Internet. Links to such materials are also prohibited. We reserve the right to determine what violates this policy.
Unless agreed separately, We’re not responsible for inputting text or images into Your content management system or creating every page on Your Website.
Graphics and Photographs
You should supply graphic files in an editable, vector digital format. You should supply photographs in a high-resolution digital format. If You choose to buy stock photographs, We can suggest libraries.
Browser testing means ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
We test Our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome) and Mozilla Firefox. We’ll also test to ensure that people who use Microsoft Internet Explorer 11 for Windows get an appropriate experience. We won’t test in other older browsers unless We agreed separately.
Mobile Browser Testing
Mobile browser testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using.
We test Our designs in iOS using Safari and Android using Google Chrome. We won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless We agreed separately.
Search Engine Optimisation (SEO)
We cannot guarantee any improvement to a search engine ranking, nor can We promise to get a site higher up or to the ‘top of Google’, but We build every site in a way that is accessible to search engines in an effort to increase its chances.
- You may not copy any software We provide for Your use, unless expressly permitted by this Agreement or use such software after the expiration or termination of this Agreement.
- You may not remove, modify or obscure any copyright, trademark, or other proprietary rights notices that appear on any software We provide for Your use.
- Unless permitted by the terms of an open source software licence, You may not reverse engineer, decompile or disassemble any software We provide for Your use except and to the extent that You are expressly permitted by applicable law to do this, and then following at least ten days advance written notice to Us.
- Hardware and Equipment
- Any risk or damage or loss in relation to hardware or equipment passes to You on delivery. The off- loading of the hardware or equipment is at Your risk, so You should make sure You insure the hardware or equipment to cover this.
- Title in the hardware or equipment (which means full ownership of it) passes to You when You have paid us for it in full. Until the title passes, We will still own it. You will be holding it for us, and You must treat it as follows:
• store it separately from other equipment so that it can be clearly identified as Our property,
• keep it in good condition and insure it against all risks at its full price from the delivery date.
• do not remove or obscure any identifying mark or packaging; and
• give us any information about the hardware or equipment that We ask for.
Before a domain expires You will be reminded to renew Your domain by e-mail to the address within Your billing account. On the date a domain expires it will be taken offline and You will have thirty (30) days to contact Us to renew the domain name at Our regular renewal rates.
After thirty (30) days have passed from the expiry date, the domain will enter what’s called a “redemption period” and to renew the domain at this stage will cost £200.00+VAT – this is a cost charged by the registry and passed on to You by Us, this in addition to Our standard domain renewal charge. After another thirty (30) to ninety (90) days from expiry have passed, the domain is released to the public so anybody can re-register Your domain and You will lose it.
- Hosting Services
- Hosting Services provided by Us may be used for lawful purposes only and any content stored using the Services, must comply with the terms of this Agreement.
- Our Web Hosting accounts are intended for a single Website per service and You are not permitted to host multiple Websites on one service, this includes pointing domains to folders/sub-domains.
- We don’t allow the use of background-running programs, including IRC bots, eggdrop, BitchX, XiRCON, warez sites and any other program that interferes with normal server operation. We reserve the right to determine what violates this policy.
- You are free to use any scripts You wish, provided they don’t affect the normal operations of the server and are not any of the following:
• Proxy Scripts,
• IRC Scripts,
• Torrent Trackers,
• HiveMail and similar e-mail provisioning scripts,
• phpShell and similar command execution scripts,
• Virus or any other hostile code,
• Chat Room Scripts; or
• scripts that are commonly known for causing server disruption include large cgi-based message forums, auctions, banner exchanges and chat rooms.
- In the event a script affecting server performance We reserve the right to disable the effecting script/account prior to notifying You.
- You are responsible for ensuring that all scripts used within Your account are secure and kept up to date, You agree to update/patch the software when the developers release new versions with security fixes to maintain the integrity of Your Webspace.
- If a Website is found to be using excessive system resources resulting in degrading the service of other users, We reserve the right to disable the offending script or disable the account if required.
- Cron jobs must not be set to run any more frequent than every fifteen minutes, customers found to be running crons more frequently will have their cron frequency edited and repeat offenders risk having their account suspended.
- We will exercise no control whatsoever over the content of the information passing through the network, e-mail or Website.
- You may not use the Services with an attempt to circumvent user authentication or security of any host, network, or account. This includes accessing data not intended for You, logging into a server or account You are not expressly authorised to access, password cracking, probing the security of other networks in search of Weakness, or violation of any other organisation’s security policy.
- You may not attempt to interfere or deny service to any user, host, or network. This includes flooding, mail bombing, or other deliberate attempts to overload or crash a host or network. We’ll cooperate fully with investigations of violations of systems or network security at other sites, including co- operating with law enforcement authorities in the investigation of suspected criminal violations. Users who violate system or network security may incur criminal or civil liability.
- We reserve the right at Our sole discretion to refuse or cancel service. Violation of any term or condition under the Agreement could result in a warning, suspension, or possible account termination. Accounts terminated due to policy violations will not be refunded. Domains terminated due to policy violations will not be released to the customer.
- If You currently have in place e-mail forwarding or Your default address from Our mailserver to third party e-mail addresses such as Hotmail, AOL, BT, yahoo, We reserve the right to enable Our spam services on Your account without prior notice.
- If You go over Your bandwidth allowance You will have the option of either upgrading to an account with more data-transfer or be billed an overage charge of £2.00 per GB. If You choose to pay the overage, data-transfer overage invoices are generated monthly.
- If You go over Your data storage allowance You will have the option of either upgrading to an account with more disk space or be billed an overage charge of £2.00 per GB. If You choose to pay the overage, disk space overage invoices are generated monthly.
- IT Services
- We reserve the right to make a fault analysis and handling charge.
- IT Services shall be carried out with reasonable care and skill and so far as reasonably and economically possible in such a manner as to comply with the manufacturer’s technical specification where such information is available.
- We reserve the right not to effect repairs upon hardware or equipment which in Our view has been improperly used.
- We reserve the right to replace the whole or any parts or accessories of the hardware or equipment and to use second user or reconditioned parts where the equipment cannot be repaired or is beyond economic repair, We may offer alternative equipment subject to Your agreement.
- We hereby undertake to repair and where agreed redeliver to You, any item returned under this Agreement. Rectification of design faults is not covered by this Agreement. Furthermore, any Item repaired under this Agreement shall be returned to You at the same modification level as submitted to Us by You, unless otherwise agreed between the parties and subject to prices negotiated within this Agreement or where a modification is required to rectify the reported fault.
- We do not undertake to erase any data from any hard drive of an item being repaired as part of the repair service.
- Consultancy Services
The following clauses apply specifically to Consultancy Services as described in clause 5.1.
- We are not subject to Your control, direction, management or supervision as to the way in which Consultancy Services are to be delivered or the place of delivery. We are professionals and will decide the way in which the Services are delivered provided that in doing so We shall co-operate with You and comply with all of Your reasonable and lawful requests.
- We may provide Consultancy Services from such locations as are appropriate in Our judgment. It is anticipated that the Consultancy Services will be provided from Your main place of business.
- We shall not be required to provide any advice and assistance in addition to the Services. Any requests to provide any additional advice and assistance shall be agreed by Us before the advice or assistance is provided, including the fee payable for such additional advice and assistance. The details of any new fee arrangements between Us and You shall be agreed in writing and the schedule shall be amended to show that agreement.
- We shall not introduce or pass on to You any software viruses, Trojan horses, time bombs, logic bombs, trap doors, cancelbots or any other computer code, files or programmes that may cause any harm to or affect Your systems, or any device, software, system or telecommunications equipment used by You.
- You shall not have to offer Us any work during or after this Agreement and We shall not have to accept any offer of work made by You. We are not obliged to make our services available except for the performance of our obligations under this Agreement. Neither party wishes to create or imply any mutuality of obligation between themselves.
- We shall provide at our own cost all equipment as is necessary for the satisfactory performance of the Services by Us. If We are provided with equipment by You, We shall be responsible for looking after the equipment. If any equipment is lost or damaged while We are responsible for it, We shall pay the cost of any necessary repairs or replacement.
- We will:
- meet Your reasonable expectations by providing the Services during Your business hours on Weekdays (excluding public and bank holidays);
- reply as soon as possible to any reasonable request from Your board of directors for information and reports in connection with the Services;
- ensure We are available at all reasonable times (as long as We are given reasonable notice in advance) to provide any assistance or information You require in relation to the Services;
- not incur any expense on Your behalf, or give the impression We are allowed to do so, unless You specifically tell Us to do so in writing;
- comply with all reasonable standards of safety and with Your written health and safety procedures, at the place where the Services are provided, and report any unsafe working conditions or practices to You; and
- comply with all applicable laws about anti-bribery and anti-corruption including the piece of legislation known as the Bribery Act 2010, and also with any of Your ethics policies or data protection policies that We are made aware of.
- We are not entitled to any payment or fee for any day when We do not provide the Services.
- Payment of fees or any expenses by You will not affect any of Your claims or rights against Us if We do not provide the Services in accordance with this Agreement.
- We may be involved in any other business during the Term as long as We:
- do not breach this Agreement;
- are not involved in a business that places Us in a conflict of interest with You;
- are not involved in a business similar to, or competing with, You, without Your previous written agreement;
- do not interfere or try to interfere in any contract, agreement or arrangement between You and any third party; and
- do not discourage any third party from entering into or continuing any contractual relations or arrangement with You.
- We assign to You, without any further payment, all rights known as "intellectual property rights" (such as copyrights, or rights in designs) which arise in relation to any work prepared by Us in the course of carrying out the Consultancy Services (called "Works"), and any ideas or inventions or innovations (called "Inventions") We come up with in the course of carrying out the Services. This applies whatever form those Works, or those Inventions take. We agree that if We are prevented by law from transferring these things to You, We will hold them on Your behalf, on the basis that the law calls "on trust".
- With regards to intellectual property related to Consultancy Services, We agree:
- to inform You in writing of any Inventions We may come up with as soon as We have invented them, and to keep all details of such Inventions confidential;
- that We shall not try to register legally any intellectual property rights in Inventions or Works made during the course of carrying out the Services, and to do anything else (such as signing document) which You need to confirm Your ownership of the Inventions or such Works, or protect Your rights in them;
- that We have not allowed and will not allow anybody else to use the Inventions or any of the Works or any of the intellectual property rights in either of them, and that nobody else is using them as far as We know;
- that the Inventions and any Works will not infringe anybody else's rights and if this is not correct, We will pay You back for any money lost as a result of any successful claim against You;
- that You may exploit, alter or change the Inventions or any of the Works without identifying Us as the creator. These rights which the We now waive are called "moral rights" which arise under the Copyright Designs and Patents Act 1988.
- Your Content
- We may allow You to post content on the Services, including comments, photos, blog posts, messages, blog URLs, and other materials. Any content a User submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights therein, is referred to as “User Content.”.
- You own all of the User Content that You post or publish (“post”) on the Services. You permit us to use Your company and/or trade name and logo on Our Website and other promotional materials.
- By uploading, posting, submitting or otherwise disclosing or distributing User Content, You represent and warrant that You own all rights in Your User Content and that any User Content You post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights or rights of publicity or privacy. We reserve the right, but are not obligated, to reject and/or remove any User Content that We believe, in Our sole discretion, violates these provisions.
- We take no responsibility and assume no liability for any User Content that You or any other users or third parties post or send over the Services. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that You send, upload, download, stream, post, transmit, display, or otherwise make available or access through Your use of the Services, is solely Your responsibility, and You agree that We are only acting as a passive conduit for Your online distribution and publication of Your User Content. We are not responsible for any public display or misuse of Your User Content.
- We may allow You to send messages through Our Services to other users or to third parties (“Messages”). We may send administrative messages to You and other users.
- You must not use the Services for the sending of spam, flames, mail bombs, or unsolicited e-mail messages. Your domain may not be referenced as originator, intermediary, or reply-to address in any of the above. This prohibition extends to the sending of unsolicited mass mailings from another service that in any way implicates Websites hosted by Us.
- A message is considered unsolicited if it is posted in violation of a newsgroup charter or if it is sent to a recipient who has not requested or invited the message. For purposes of this provision, merely making one’s e-mail address accessible to the public will not constitute a request or invitation to receive messages. If You are found to have spammed, We reserve the right to disable Your account without warning. We reserve the right to determine what violates this policy. As such, any violation may result in cancellation of services without refund.
- We may provide notifications, whether such notifications are required by law or are for other business purposes, to You via email notice, “push” notification on Your mobile device, written or hard copy notice, or through posting of such notice on the Services, as determined by Us in Our sole discretion. We reserve the right to determine the form and means of providing notifications to users, provided that You may opt out of certain means of notification as described in this Agreement. We are not responsible for any automatic filtering You or Your network provider may apply to email notifications We send to the email address You provide Us.
- Our Content
- Except for User Content, the Service, and all Intellectual Property Rights including therein and related thereto, are Our exclusive property (“Exclusive Content”).
- Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license to the Exclusive Content, and You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Exclusive Content, including without limitation any materials or content accessible on the Services.
- Our name and other graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks, trademarks or trade dress protected by the law of England and Wales and/or other countries or jurisdictions. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. Use of the Exclusive Content or materials on the Services for any purpose not expressly permitted by this Agreement is strictly prohibited.
- We value input from Our users and are always interested in learning of ways We can make the Services better. You may choose to, or We may invite You to submit comments, ideas or feedback about the Services, including without limitation about how to improve the Services or Our products (“Feedback”). By submitting any Feedback, You agree that Your disclosure is gratuitous, unsolicited and without restriction and will not place Us under any fiduciary or other obligation, and that We are free to use the Feedback without any additional compensation to You, and/or to disclose the Feedback on a non-confidential basis or otherwise to anybody. You further acknowledge that, by acceptance of Your submission, We do not waive any rights to use similar or related Feedback previously known to Us, or developed by Our employees, or obtained from sources other than You.
- Third Party Links, Sites and Services
- The Services may contain links to other Websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. Because We have no control over such sites and resources, You acknowledge and agree that We are not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
- We may from time to time recommend third party software or other products and services for Your consideration. We make no representation or warranty whatsoever regarding such products and services.
- Your use of any products and services not provided by Us is governed by the terms of Your agreement with the provider of those products and services and is at Your sole risk. We’re not responsible in any way for the third-party product’s performance, features nor failures.
- Testing and Acceptance
- We will test the Services before installing them to make sure that they meet the Technical Specification.
- There will also be some further testing after installation (called "Acceptance Testing").
- You agree to co-operate with Us in designing any additional pre-installation tests and Acceptance Tests, and We will allow You to observe the testing process.
- If an item of the Services fails a pre-installation or Acceptance Test in a significant way, You will tell Us within seven (7) days of that happening with a notice. You can ask Us to correct the defect and re-test the item at Our cost. If it fails the re-test, You may:
- ask Us to carry out further corrections and tests at Our cost; or
- ask Us to install the item but with an agreed change to the Technical Specification, or a reduction in the Price for the Services, or both of these things; or
- terminate this agreement if We cannot correct the defect within three (3) months after the first test.
- Our Services will be treated as accepted by You on whichever of the following dates comes first:
- five (5) days after completion of all the Acceptance Tests unless You send a written notice to Us after the failure of a second Acceptance Test under clause 16.4;
- ten (10) days after the installation date of the last item of the Services if the Acceptance Tests for that item have not started;
- You are using the Services in Your business.
- Whichever of the dates in clause 16.5 applies is called the "Acceptance Date".
- Project Management
- We will provide You with data on the Services used by You on request, up to a maximum of once per month basis starting with the end of the first full calendar month after this agreement starts. This will include number of tickets logged, name of person raising the ticket, nature of query and solutions as well as details of response and resolution times.
- We will appoint a Project Manager who will be responsible for the overall progress of Our work under this agreement. We will try reasonably hard to ensure that the same person remains as Project Manager until the Acceptance Date.
- You will appoint Your own Customer Representative, whose job will be to attend regular meetings with the Project Manager and to act as a point of contact for them. You will try reasonably hard to make sure that the same person remains as Customer Representative until the Acceptance Date.
- We will make sure that Our employees and contractors follow Your rules for behaviour at Your Site.
- We promise that new releases will not worsen the existing uses or functions of the Services.
- You will inform Us as soon as You are aware of a breach of the promises in this clause.
- Other than those set out in this clause 18, We make no further promises in relation to the Services under this Agreement. We do not promise that the Services will be uninterrupted or error free. All other warranties are excluded other than those which We must make by law.
- The Services, including all content, are provided on an “as is” and “as available” basis. We make no warranties or representations of any kind, whether expressed or implied for the Services We’re providing. We also disclaim any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that You may suffer, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions. We do not warrant that the content on the Services is accurate, reliable or correct; that the Services will meet Your requirements; that the Services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Services are free of viruses or other harmful components. Use of the Services, any information We provide, and content downloaded is at Your own risk, and We specifically deny any responsibility for the accuracy or quality of information obtained through the Services. We do not represent guarantees of speed or availability of end-to-end connections. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through Our Services or any hyperlinked Website or service, or featured in any banner or other advertising, and We will not be a party to or in any way monitor any transaction between You and third-party providers of products or services.
- Price and Payment
- We will add VAT to Our invoices.
- We issue invoices electronically, either once the Services have been provided or monthly and Our payment terms are thirty (30) days from the date of invoice by BACS or Direct Debit.
- All proposals are quoted in Great British Pounds and payments will be made at the equivalent conversion rate at the date stated in the quote. You agree to pay all charges associated with international transfers of funds. The appropriate bank account details will be printed on Our electronic invoice.
- Time of payment is critical to Us and if You fail to pay on time, We may charge You interest at 8% per year above the Bank of England's base rate from time to time from the due date until You pay Us, and this rate applies before or after any court judgment in Our favour on the debt. The interest will be earned daily, and You must pay it all with the overdue amount.
- You are not allowed to hold back any payment due to Us as a set-off or credit or counterclaim in relation to money which You think We owe to You unless the law allows it. However, We may set off any amount You owe Us against any amount We owe You.
- If We are allowed to charge for reasonable out of pocket expenses incurred in providing the Services, then any approval levels and limits must be provided by You in writing. We must provide supporting proof of all expenses when invoicing.
- We will invoice You for the Price, the Support Charges and for reasonable expenses We incur, all of which are provided in the quote, proposal or otherwise in writing.
- If We charge on a time-and-material basis:
• We will charge at Our standard daily rates for an eight-hour day, which is £250.
• We can charge You 150% of Our daily rate for any overtime that We work, calculated pro rata.
Additional/surcharge services includes software training or development work (e.g. navigational and graphical issues), or support required to fix Errors for which We are not responsible, and which are caused by:
- misuse or accident by Your employees and non-employees. This includes not following instructions by Our employees regarding use, actions, procedure, maintenance, installation, back up, location, or other recommendations;
- changing or creating new content;
- using technology, equipment, accessories or network configurations different to that set out in our quote, proposal or otherwise confirmed in writing or not provided by Us;
- acts of God (e.g. flood and fire or power failure);
- repairs, adjustments or changes to the Services not carried out by Us.
- We can increase Our daily rate, but We will not do this more than once every three (3) months. We will send You a Notice of the increase. If You disagree with it, You must send Us a Notice within two (2) Weeks of the date of Our Notice. We will then, if We choose to, be able to end the contract by giving You four (4) Weeks' Notice.
- Whether We charge You on a fixed basis or on a time-and-material basis, We can also charge You for the cost of materials and for all other reasonable expenses that We incur to supply the Services (for example, travel, subsistence, accommodation and the cost of Services supplied by others).
- All accounts are set up on a prepay basis which means You pay in advance. Although We reserve the right to change prices of accounts or Services at any time, all pricing is guaranteed for the period of prepayment. This means that during the month you’ve paid for in advance, We won’t change the price of that month.
- Unless otherwise stated in this Agreement, You have the right to cancel Your account within seven (7) days to receive a full refund, Your seven (7) days commences from when You first sign up for Our service. To cancel under this policy, You need to e-mail us quoting Your account username. There are exceptions to this refunds policy which includes domain name registration, SSL certificates and setup fees where applicable, which are non-refundable. Business customers are also excluded from this refund policy as the distant selling act does not apply.
- Intellectual Property
- Intellectual Property Rights means all:
- rights to inventions;
- copyright (including rights in software) and related rights;
- service marks;
- get up and trade names;
- internet domain names;
- rights to goodwill or to sue for passing off;
- rights in designs;
- database rights;
- rights in confidential information (including know-how); and
- any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
- You guarantee that all elements of text, images or other artwork You provide are either owned by you, or that you’ve permission to use them. When You provide text, images or other artwork to us, You agree to protect us from any claim by a third party that We’re using their intellectual property.
- We guarantee that all elements of the work We deliver to You are either owned by us or We’ve obtained permission to provide them to you. When We provide text, images or other artwork to you, We agree to protect You from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, We’ll assign all intellectual property rights to You as follows:
- You’ll own the content plus the visual elements that We create for you. We’ll give You source files and finished files and You should keep them somewhere safe as We’re not required to keep a copy. You own all intellectual property rights of text, images, site specification and data You provided, unless someone else owns them; and
- We’ll own any intellectual property rights We’ve developed prior to or developed separately from this project and not paid for by You. We’ll own the unique combination of these elements that constitutes a complete design and We’ll license its use to You, exclusively and in perpetuity for this project only, unless We agree otherwise.
- We own all intellectual property rights arising from Our Services not covered by another sub-clause of clause 20.
- Your use of intellectual property rights owned by someone else depends upon Us getting a licence from the owner for You to use those rights.
- Intellectual Property Rights means all:
- Software Licences
- In order that You can use Services once they are installed and accepted, We grant You the right to use the Services on Your equipment for Your business. The rights granted by Us can't be transferred by You to anybody else and they can also be granted by us to another customer, so they are not "exclusive" to You, except where applicable according to clause 20.
- You must not allow any other person to use the Services or Documentation without first getting Our written consent.
- You will pay Us in full for any costs or expenses which We have to pay if You breach any rights owned by someone other than Us (including licences granted by people who own rights in the Third-Party Software or the Modified Software). We can treat such a breach as a breach of this agreement.
- You can use the Services with other software but cannot adapt it or make changes to it without first getting Our written consent; and You may not take apart Our Services to use the parts separately or decode it in any way.
- Confidential Information means any trade secrets or other information (in whatever form and wherever kept) relating to the business or clients of Your or Us, which is confidential to You or Us (which may be marked as "confidential", is described as "confidential" which is obviously confidential), and includes any copies of such information.
- We each agree to keep the other's Confidential Information and knowhow, including Confidential Information in any form relating to customers, products, technical data and trade secrets, confidential, and not to disclose it to anybody else unless:
- they need to know about it to carry out this Agreement;
- both You and We approve its disclosure;
- the law requires it to be disclosed; or
- the information is already public and known by others (but not because Your or We told them).
This agreement continues after the rest of the Agreement has ended.
- We each will protect the Confidential Information against unauthorised disclosure by using the same degree of care as we each take to look after and keep safe its own confidential information of a similar nature, being at least a reasonable standard in line with professional industry standards.
- At any time during the Agreement, We will quickly return to You on request, all Confidential Information and anything else You own, such as paperwork and data and document created by Us on Your or Our computer systems, or any other work created by Us during the Term.
- Data Protection
- For the purpose of this Agreement, "Data Protection Legislation" means:
- (1) national laws implementing the Data Protection Directive (95/46/EC) and the Directive on Privacy and Electronic Communications (2002/58/EC);
- (2) the General Data Protection Regulation (2016/679) (GDPR); and
- (3) any other similar national privacy law; as applicable from time to time and "Controller", "Data Subject", "Processor", "Personal Data" and "Personal Data Breach" in this Agreement shall have the meanings as defined in the Data Protection Legislation.
- We will comply with Your data protection policy and any other policies that apply to the processing of data, including in relation to criminal records information, internet, email and communications, information security and bringing Our own devices.
- To the extent that You or We may collect and process any Personal Data for the other under this Agreement, we agree that we will comply with the Data Protection Legislation when processing any Personal Data as either a Controller or Processor and following a written request from the other party we will provide such documentary information as may reasonably be requested by either party to demonstrate such compliance.
- Each party may transfer any Personal Data outside of the European Economic Area only where it has a lawful basis for that transfer under Articles 44 to 49 (inclusive) of the GDPR.
- Each party shall notify the other promptly and without undue delay on becoming aware of a Personal Data Breach.
- Each party shall reimburse the other for all legal and other costs, incurred in connection with any Personal Data Breach and any associated remedial action (including without limitation any costs associated with the investigation of the issue, notifications to affected individuals, regulators and other activities undertaken to remedy or minimise the impact of the breach). Where any Personal Data Breach occurs (either as a Controller or Processor), the breaching party shall (at its own cost) take such actions as are reasonably required to remedy, or where that is not possible, to mitigate as much as possible the effects of the Personal Data Breach, including making any required notifications to affected Data Subjects and any applicable regulators.
- In addition, We will:
- co-operate fully with You to allow You to comply with all of Your obligations under applicable data protection legislation;
- implement and maintain appropriate technical and organisational measures against unauthorised and unlawful processing of personal data (in each case as defined in applicable data protection legislation) and against accidental loss and destruction of or damage to personal data;
- process any personal data disclosed to Us by or on behalf of You only:
- for the purposes of providing the Services; and
- for the purposes for which that personal data was obtained and is processed by You;
- straightaway on receiving notice from You, take all appropriate action to enable You to comply properly with any request from a data subject in relation to access to and/or rectification or erasure of personal data; and
- immediately notify You of any data breach relating to personal data about which We become aware.
- For the purpose of this Agreement, "Data Protection Legislation" means:
- Changes and Revisions
We don’t want to limit Your ability to change Your mind. The price provided in Our quote or proposal is based on the number of Weeks that We estimate We’ll need to accomplish everything You’ve told Us You want to achieve, but We’re happy to be flexible. If You want to change Your mind or add anything new, that won’t be a problem as We’ll provide a separate estimate for those additional Weeks. If You change Your mind about what You want to be delivered and are not happy with the direction Our work is taking, you’ll pay us in full for the time We’ve spent working with You until that point.
If You send Us a written notice asking for a change to the Services, We will (at Our standard rates) send a written estimate to You setting out any resulting changes in the Price or Implementation Plan. If You want to go ahead with the change, You will send Us a written notice agreeing with Our estimate and approving the changes.
- You will make all support requests by:
- sending an e-mail to email@example.com; or
- by calling us on +44 (0)1332 527 538.
- We will return support calls or reply to support e-mails within four (4) hours 9am-5pm Mon-Fri (excluding
Public and Bank Holidays in England and Wales).
- We will provide a support manager to oversee the Services – Nathan Welsh
- We provide no guarantees with regards to answering times for incoming telephone calls.
- We will make every effort to correct all Errors reported by You. In this agreement "Error" means a failure of the Services previously installed by or developed by Us for You, to comply with the specification or documentation agreed between You and Us as to how the Services should work. It excludes problems caused by Your failure to follow Your responsibilities in this Agreement, use of unauthorised programs; problems with Host Equipment; unauthorised use of the Services; or any matter for which We are allowed to charge surcharges.
- When You contact Our support team, a Ticket will be created, You will be provided with a Ticket ID and the Ticket will be assigned a priority. In this Agreement:
- Urgent means a major incident resulting in complete outage of the Services.
- High means a severe incident resulting in severely limited usability of the Services.
- Medium means a minor incident resulting in partial loss of features of the Services.
- Low means a minor incident that doesn’t affect the usability of the Services.
- We will assess and respond to Tickets according to the Ticket priority:
- Urgent – 4 hours
- High – 8 hours
- Medium – 1 Business Day
- Low – 2 Business Days
- You will make all support requests by:
This excludes incidents caused by:
• Your failure to follow Your responsibilities or comply with any obligations of this Agreement,
• misuse or accident by You or Your employees; or
• acts of God including flood, fire or power failure.
- Either of us may end this agreement straightaway by sending a written notice to the other if one of us is involved in any of the following:
- the passing of a resolution for liquidation (but not for a liquidation whilst that company is still trading solvently as part of that company's group reorganisation);
- the presenting of a petition to wind the business up (which the court doesn't dismiss within seven (7) days);
- any step is taken by anybody to appoint a receiver of any kind over any of the business’ assets;
- the business can't pay its debts as they become due for payment (as described in section 123 of a piece of legislation called the Insolvency Act 1986);
- the business enters into an arrangement, with people it owes money to, to put off or delay the payment of its debts;
- any person takes any step to enforce any charge created by the business over any of its assets which would give that person control over those assets;
- the business stops carrying on a substantial part of its business (or all its business);
- there is a change in the business’ control (in this case, 'control' has the meaning given in section 1124 of a piece of legislation known as the Tax Act 2010);
- the business breaches this agreement in a substantial way and (if the breach can be put right) it doesn't put it right it within 28 days of being asked to do so in writing.
- You may terminate this Agreement if We:
- fail to provide the Services as agreed; or
- fail to meet any obligation stated in this Agreement and don’t remedy that failure within thirty (30) Business Days of Your written notice describing the failure.
- We may terminate this Agreement if:
- We discover that information You provided in relation to the Services is inaccurate or incomplete;
- Your payment of any invoiced amount is overdue and You don’t pay the overdue amount within five (5) Business Days of Our written notice; or
- You fail to meet any obligation stated in this Agreement and don’t remedy that failure within thirty (30) Business Days of Our written notice describing the failure.
- Upon termination of Your account, Your right to use the Services will immediately cease. All provisions of this Agreement, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
- You may cancel any or all of the Services at any time in writing, providing:
• the minimum term of this Agreement has lapsed; and
• written notice is sent to us thirty (30) Business Days prior to the required cancellation date.
- Termination of this agreement will not affect any rights or obligations that We and You have already acquired under it.
- On termination, We and You must return each other's equipment, materials and confidential information and permanently delete any software belonging to the other which is not held under a continuing licence. They must also leave each other's buildings and pay any outstanding sums owed to each other as soon as possible.
- Either of us may end this agreement straightaway by sending a written notice to the other if one of us is involved in any of the following:
We may suspend Services without liability if:
- we suspect that you’re using them in breach of this Agreement;
- there is a security breach or attack on Our systems or Your account;
- we’re required to by law; or
- if it will protect Our systems or customers.
We’ll give You advance notice of a suspension of at least twenty-four (24) hours unless a shorter notice period is necessary to protect Our systems or customers from significant commercial, legal or security risk.
All Services will automatically renew for thirty (30) days, or for the remainder of the Term, whichever is greater, using Your payment information stored on Your account on the due date, this is unless a prior cancellation request has been submitted.
If a Service has been renewed and no cancellation has been received, no refund is due for any Services paid. All invoices must be paid on or before the due date. We’ll attempt to automatically re-bill Your chosen payment method when Your invoice becomes due with Your payment information on file. If payment is declined, Our billing system will continue to attempt to take payment until You submit a cancellation request. We reserve the right to suspend all services once they become overdue.
Notices sent under this Agreement must be in writing. They can either be sent by pre-paid first-class post or recorded delivery, or they can be delivered personally. The addresses for sending notices are the addresses given at the beginning of this agreement. Notices may not be sent by fax or email unless agreed by Us.
Without evidence of earlier receipt, notices given in accordance with this clause are deemed received if:
- the notice was delivered by hand, courier or other messenger, at the time of delivery; or
- the notice was sent by post, at 9.00am on the second business day after it was posted, except that if deemed receipt is outside of normal business hours, the notice shall be deemed to be received at 9.00am on that business day where deemed receipt would be before 9.00am, or at 9.00am on the next business day where deemed receipt would occur after 5.00pm. This arrangement does not apply to the service of any documents in legal proceedings.
- We will both use our best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this Agreement or any breach.
- If any such dispute cannot be settled amicably through ordinary negotiations between us, or either or both is or are unwilling to engage in this process, either party may propose to the other in writing that structured negotiations be entered into with the assistance of a fully accredited mediator before resorting to litigation.
- Within fourteen (14) days of the appointment of the mediator, the parties will meet with the mediator to agree the procedure to be adopted for the mediation, unless otherwise agreed between the parties and the mediator.
- All negotiations connected with the relevant dispute(s) will be conducted in confidence and without prejudice to the rights of the parties in any further proceedings.
- If the parties agree on a resolution of the dispute at mediation, the agreement shall be reduced to writing and, once signed by the duly authorised representatives of both parties, shall be final and binding on them.
- Any dispute shall not affect the parties' ongoing obligations under the Agreement.
- English law applies to this agreement, and the parties agree to settle disputes and claims resulting from it only in the English courts.
- Complaints and Escalations
We aim to give outstanding service and value for money; however, We recognise that from time to time issues can arise that need to be escalated. We’re committed to resolving any such issues as quickly and efficiently as possible.
If You are unhappy with any of Our services, or You feel that You have not received a satisfactory response from Our support team, You may send Your complaint in writing to firstname.lastname@example.org and include Your original Ticket ID.
You should expect to receive a response to Your query within fourteen (14) days of us receiving Your correspondence. On receipt of Your complaint, We’ll thoroughly investigate any issues raised and propose a course of action for resolution.
We love to show off Our work, so We reserve the right to display all aspects of Our creative work, including sketches, work-in-progress designs and the completed project on Our portfolio and in articles on Websites, in magazine articles and in books. We’ll not use Your name or logo in a manner that suggests an endorsement or affiliation.
This Agreement is signed on the date mentioned at the beginning of this document.