PART SG – PRODOCT SALES
SG1.1 In consideration of your payment of the Charges, we will supply the Goods to you. We will use reasonable endeavours to ensure that the Goods correspond with any samples, prototypes or descriptions referred to in the Order or previous batches of Goods supplied, but you accept that it may be necessary for us to substitute Goods where the product specified in the Order has been discontinued, revised or updated provided that the replacements are capable of performing to the standards of the Goods replaced.
SG1.2 Third party software is supplied subject to an end user licence agreement. Where software is delivered by download, you may be required to accept that licence agreement before commencing the download or at the outset of the installation.
SG1.3 The Charges shall exclude VAT, carriage and insurance save where expressly stated to the contrary.
SG2. Delivery and Acceptance
SG2.1 We will arrange delivery of the Goods to your address on the date specified but we will not be liable for delays in transit caused by the carrier or weather conditions, etc. You should make sure that there is somebody on hand to accept delivery of the Goods when they arrive. For software that is to be delivered by download, you are responsible for the stability of your internet connection but if something goes wrong, please contact us so that we can make arrangements for the completion of your download.
SG2.2 Any dates that we specify for delivery of the Goods are intended to be an estimate and time for delivery shall not be made not be made of the essence by notice. If no date for delivery is specified in the Order, we will deliver the Goods within a reasonable time of our acceptance of the Order.
SG2.3 If for any reason you fail to accept delivery of any or all of the Goods when they are ready for delivery:
SG2.3.1 risk in the Goods (including risk of loss or damage caused by our negligence) shall pass to you with immediate effect;
SG2.3.2 the Goods shall be deemed to have been delivered; and
SG2.3.3 we may store the Goods until delivery, whereupon you will be liable for all related costs and expenses (including, without limitation, storage and insurance).
SG2.4 We may make delivery by separate instalments, in which case each separate instalment may, at our discretion, be individually invoiced and paid for by you in accordance with these Terms.
SG2.5 You shall be deemed to have accepted the Goods and we shall not be liable for any damage to or shortage in or other defect in the Goods unless you have notified us of that damage, shortage or defect within 7 days of the date upon which you discovered or ought to have discovered the damage, shortage or defect in question.
SG3. Title and Risk
SG3.1 The Goods are at your risk from the time of delivery (or the deemed time of delivery in accordance with clause SG2.3).
SG3.2 Ownership of the Goods shall not pass to you until we have received in full all sums due to us in respect of the Goods and all other sums that are or that become due to us from you on any account.
SG3.3 Until ownership of the Goods has passed to you, you shall:
SG3.3.1 hold the Goods on a fiduciary basis as our bailee;
SG3.3.2 store the Goods (at no cost to us) separately from all other goods (whether belonging to you or to any third party) in such a way that they remain readily identifiable as our property;
SG3.3.3 not destroy, deface or obscure any identifying marks or packaging on or relating to the Goods; and
SG3.3.4 maintain the Goods in a satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. We may ask you to produce a copy of the insurance policy and if we do, you will provide it to us as soon as reasonably practicable.
SG4.1 We do not warrant that the use of any software will be without interruption or error-free.
SG4.2 Subject to clause SG4.1 and save in respect of defects that would have been apparent to you were you to have carried out a reasonably diligent inspection at the time of delivery, we warrant that the Goods will conform to the specification set out in the Order and/or any sample provided you and that for a period of six months from the date of delivery or deemed deliver, the Goods shall be free from defects in workmanship and materials.
SG4.3 In the event of our breach of the warranties given at clause SG4.2, we may, at our discretion, replace or repair the Goods found not to comply with the specification cited in the Order or to be defective in some way. You accept and acknowledge that our repair or replacement of the Goods will be your sole remedy in the respect of the breach of those warranties, subject at all times to clause GL6.6.
SG5.1 Where Goods are supplied to conform with your specifications in respect of design and components as set out in the Order, we shall have no liability to you for the quality, safety or suitability of the Goods and we provide no warranty in respect thereof and you will indemnify us against any loss, damages, costs, expenses or other claims arising in respect of the quality, safety or suitability of the Goods.
SG5.2 Our liability to you in respect of the supply of the Goods, whether for breach of contract, negligence or otherwise, shall not exceed the price of the Goods as specified in the Order.
SG5.3 We will not be liable for and damage to or defects in Goods caused by their improper use (including storage, commissioning, use or maintenance contrary to any operating instructions provided, whether the same are provided orally or in writing) or use outside their normal application or where you have failed to inform us of damage or defects to the Goods in accordance with clause SG2.5 or where you have not paid for the Goods in full.
SG5.4 Save for the conditions implied by section 12 of the Sale of Goods Act 1979 and always subject to clause GL6.6, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, are excluded.
SG5.5 Save where delivery is not possible due to an event of force majeure, any liability we may have arising from the non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice (or part thereof) raised for the non-delivered goods in question.
SG5.6 Where you have rejected any Goods you shall have no further rights whatsoever in respect of the supply of those Goods or our failure to supply Goods that conform to the specification provided in the Order.
SG5.7 Where you accept or have been deemed to have accepted any Goods then we shall have no liability whatsoever to you in respect of those Goods save where specified in these Terms to the contrary.
WEB DESIGN & SOFTWARE DEVELOPMENT
WD1.1 We will deliver the Services with reasonable skill and care but we do not promise that Output Material will operate without interruption or error-free.
WD1.2 Unless we agree with you to the contrary, Output Material will be hosted on our servers, subject to these Terms.
WD1.3 If applicable, we will provide basic training and support as specified in the Order. However, if you are not used to administering websites and the like, you may feel you need additional training. If so, please contact us so we can arrange a further training session. Any further training above and beyond that specified in the Order will be the subject of Additional Charges.
WD1.4 Third party software will be supplied in accordance with the relevant licensor”™s terms and your use of that software will be subject to an end user licence agreement from that licensor. Licence fees for third party software are subject to change and you acknowledge that this is out of our hands. However, but for any changes to pricing made by the Licensor or any applicable reseller, the licence fees will be as specified in the Order.
WD1.5 We will need your help if we are to deliver the Services to your budget and timescales. Therefore, you agree that you will provide any assistance or co-operation that we need from you in a timely fashion. This includes any decisions that we need you to take as we proceed. It also means that we need your Input Material to be accurate and complete at the first time of asking, and we will provide you with a timetable specifying what Input Material (or other information, data or documentation in your possession or control) we need from you and when.
WD1.6 When we ask you to check or test Output Material, you must do so within the timeframe that we have requested. If you fail to do so, the project may be delayed and there may be Additional Charges. If you determine that there are faults in the Output Material or you have identified corrections that must be made or there is any other reason at all why you feel that the Output Material does not meet the specification set out for it in the Order, you must inform us at this time. Alternatively, if you are happy with what we have asked you to check or test, you must inform us in writing. If you fail to confirm the results of your checks and tests within 7 days of the date upon which we have requested those results, we shall be entitled to assume that you are happy with and have accepted the Output Material in question.
WD2. Rights in Output Material
WD2.1 No part of the Output Material may be copied, reproduced or modified in any form by any means without our prior written approval. We hereby grant you a licence to load, display, run, transmit, store or use the Output Material (including any software) for the sole purpose specified in the Order, subject to these Terms.
WD2.2 Until you have accepted the Output Material in accordance with clause WD1.6, you will not publish, copy or in any other way use the Output Material without our written permission. Should you do so, your use of the Output Material will be an infringement of our IPRs in respect of which we will be entitled to take action.
WD2.3 You will not
WD2.3.1 copy the whole or any part of any software that forms part of the Output Material except that you may to make back up copies of that software for security reasons only; and
WD2.3.2 decompile, reverse engineer, translate, adapt, arrange or alter the whole or any part of any software forming part of the Output Material, save as permitted under the Copyright Designs and Patents Act 1988 (as amended).
WD2.4 The Output Material is only for use in its entire form and for the purpose specified in the Order. You may not reproduce, modify, copy or redistribute any part of the Output Material in order to produce a new product or project not specified in the Order.
WD2.5 You will not make use of, copy or disclose to any third party any scripts, underlying principles or ideas in the Output Material, whether or not such script, principles or ideas were discovered through your lawful use of the Output Material.
WD2.6 You acknowledge that any and all of the IPRs, created, developed, subsisting or used in or in connection with the development of the Output Material are and shall remain our sole property unless we agree with you in writing to the contrary.
WD2.7 In the event that new inventions, designs or processes evolve in the performance of or as a result of our delivery of the Services, you acknowledge that they will be our property unless otherwise we agree with you in writing to the contrary.
WD2.8 Subject to any embargo date that we may have agreed with you, we may use the Output Material and reference the Services delivered in our own marketing as part of our portfolio.
WD2.9 The Output Material may contain technical protection measures that we may use to ensure that the Output Material is used solely for the purposes stated in the Order.
WD3. Charges and Payment
WD3.1 Unless the Order provides for payment by identified milestones or we have agreed something similar with you in writing, you shall pay 50% of the Charges on our acceptance of the Order and before work begins and the remaining balance of the charges before the Output Material is signed off and made ready by us for launch. We may invoice the Client for the charges in full in the event that the Client”™s compliance with clause WD1.6 is unreasonably delayed.
WD3.2 We shall issue invoices in respect of the charges relating to the ongoing maintenance and hosting services as set out in the Order, which charges we will review annually review. We will notify you promptly of any increases.
WD3.3 Repairs that we carry out to remedy damage to the Output Material caused by you or third parties shall be charged at our standard rates, from time to time in force.
WD4.1 Save for any infringement arising from the breach by you of your obligations under any part of clause GL5 above and subject to clause GL6, we warrant that the Output Material and your use thereof will not knowingly and intentionally infringe the IPRs of any third party and we shall indemnify you against any loss, damages, cost, expenses or other claims arising from any such infringement. Save for any third party software or products that form part of the Output Material, we warrant that we have free and unencumbered title to and property in the Output Material and/or that we have right, power and authority to licence the same in accordance with the Terms.
WD4.2 We give no warranty in respect of the quality or fitness for purpose of any third party software supplied or any related services to be delivered by a third party.
WD4.3 You acknowledge that the need for routine maintenance and error correction may result in downtime for which we will not be liable. Likewise, your failure to procure appropriate levels of support for the Output Material may result in longer periods of downtime and possibly damage to the Output Material for which we will not be liable.
PART SE – SEARCH ENGINE OPTIMISATION (“SEO”) & SOCIAL MEDIA
SE1.1 We will use reasonable care and skill in providing the Services with the objective of improving your online visibility as described in the Proposal.
SE1.2 Although we will provide the Services to the standard that may be expected from a competent online marketing services agency, you acknowledge that the nature of SEO is such that we cannot guarantee any definitive levels of success or specific outcomes. In particular, you acknowledge that if you make changes to a website in respect of which we are providing Services, this may affect the results achieved.
SE1.3 Since it takes at least 3 months to see a return on SEO Services in terms of greater visibility and a more marketable status, you agree to retain us for a minimum Initial Period of 3 months. During the Initial Period, the specification of the Services that we are to deliver may not be reduced or downgraded.
SE1.4 After the Initial Period, you may continue specify a further fixed term for the continued delivery of the Services. If you do not, the Contract will continue on a rolling monthly basis. You may terminate at any time by giving 30 days notice, which termination must take effect on the final day of the month in question. No refunds will be given.
SE1.5 In managing your online advertising activity, we will obtain your written consent prior to going live with any campaign or commencing any contract on your behalf. Where we are required to contract on your behalf but in our name, we will endeavour to transfer that contract to you when the Services come to an end.
SE1.6 Where the Services include copywriting or the creation of infographics, we warrant that the Output Material produced will be of our own authorship or that we are otherwise entitled to licence that Output Material to you under these Terms. When we complete the Output Material in question, we will provide it to you so that you may check it and request any corrections. If you do not respond with any changes that you would like to make to the drafts within 7 days, you will be deemed to have accepted the Output Material in its current form. You may not make use of any such Output Material unless you have accepted it expressly or you have been deemed to have accepted it under this clause SE1.6.
SE2. Charges and Payment
SE2.1 All Charges are made in advance and you will pay the Charges made in respect of the Initial Period is at the Commencement Date. Services delivered beyond the Initial Period shall be invoiced monthly in advance.
SE2.2 We will review the Charges annually and will notify you of any increases, which will take effect at the end of the calendar month following the month in which we give you notification.
SE2.3 If you wish to increase the specification of the Services that we are to supply, increased Charges will apply, which we will confirm in writing before commencing the revised Services. Where the change in specification is to take effect during a period for which an invoice has already been raised, a pro rata charge will be invoiced immediately with payment due in accordance with these Terms.
SE2.4 We may ask you to provide us with funds to hold on account of expenses that we are to incur in managing your online advertising activity. When this happens, we will hold those funds on trust for you in a separate account and draw down on them as and when the expenses are incurred, issuing you with a receipted invoice documenting the transactions at such intervals as we feel to be appropriate.
SE2.5 Alternatively, if we are not holding funds on account of our expenses, we may invoice for those expenses at immediately before the expenses concerned
SE3.1 You warrant that all information that you supply to us (including keywords and social media account log-in details) are accurate and current in all respects. You also warrant that you are entitled to make use of the keywords that you wish us to use in the delivery of the Services and that our use of social media accounts on your behalf and any advertising materials that we are to manage on your behalf will not infringe the IPRs of any third party.
SE3.2 You will indemnify us (including our officers and employees) against all damage, claims, expenses, loss and costs (including legal fees) that we suffer as a result of your breach of the warranties you have given at clause SE3.1.
SE3.3 Should we so request, you will produce evidence to our reasonable satisfaction that you are entitled to make use of the keywords, social media accounts and advertising materials that we are to use in delivering the Services and that these things will not infringe any third party IPRs or breach any laws or regulations in any applicable jurisdiction.
SE3.4 Should we reach the reasonable conclusion that any advertising materials, social media accounts or keywords you ask us to manage contains content that is illegal, unlawful or generally objectionable in any way, we may suspend or terminate delivery of the Services immediately and without notice. Should we suspend or terminate delivery in this way, you will not be entitled to any refund.
SE3.5 We do not warrant that Output Material will comply with advertising codes of practice for any media for which that Output Material has been produced. In the event that you provide Input Material for us to implement in the course of managing your advertising activities, just because we proceed to publish that material does not mean that we confirm that its use conforms with any such codes of practice or other regulations or laws. It is for you to seek independent advice on these compliance issues, should they arise.