Terms and conditions of services

LAST UPDATED: 23-04-2015


Purpose and understanding
These Conditions shall apply as between the Company and the Client in respect of the Services provided under the Contract.

A number of words are used in these Conditions which have special meanings. Where this is the case the relevant words as defined begin with a capital letter. The meanings of these specially defined words and other guides to understanding these Conditions can be found at the end of these Conditions.

Services
The Client pursuant to the Contract engages the Company to provide the Services to the Client and the Company agrees to provide the Services for the Term subject to these Conditions with reasonable care and skill.

All proposals made, quotations given, instructions accepted and contracts entered into by the Company with any person for the supply of the Services are subject to these Conditions to the exclusion of any other terms and conditions subject to which the Contract is accepted or purported to be accepted by the Client. Any changes or additions to the Services or these Conditions must be agreed in writing by the Company.

Unless otherwise agreed by the parties in writing, the Client shall at its own expense supply the Company with all necessary Documents or other materials, and all necessary data or other information relating to the Services, within sufficient time to enable the Company to provide the Services in accordance with the Contract and the Conditions. The Client shall ensure the accuracy of all Client Material and clarity of any instructions.

The Services shall in so far as is reasonably practicable be provided in accordance with the specification (if any) but subject to these Conditions and shall be performed at such times as the Company shall in its sole discretion decide and during its normal business hours (09.00 to 18.00 Monday to Friday) excluding United Kingdom public holidays.

The Company may at any time without notifying the Client make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.

The Client shall afford to the Company all reasonable co-operation in all matters relating to the performance of the Company's obligations under the Contract. In particular but without limitation to this Clause, the Client shall:

The Company may elect to suspend the provision of Services if the Client is in breach of the provisions of the Contract and these Conditions without prejudice to the payment obligations and liability of the Client.

Charges and payment
The Company's Charges for the relevant Services are due and payable as specified in the Contract or any Charges Sheet and will be made promptly in GBP pounds sterling.

All Charges and sums quoted (unless otherwise specified) are exclusive of any VAT, for which the Client shall be additionally liable at the applicable rate from time to time.

If the Charges are not paid by the due dates, a second attempt to debit the account will be made. If any payments remain outstanding for 5 days or more, the Client's access to the Services may be suspended. The Client agrees to pay all fees incurred by the Client or Company in failed payment attempts.

In the absence of agreement, the Company's standard charges and rates shall apply. The Company shall be entitled to vary its standard Charges from time to time by giving not less than fourteen (14) days' written notice to the Client.

Authorisation and materials
The property, copyright and any other intellectual property rights in any Client Material shall belong to the Client.

The property, copyright and any other intellectual property rights in any the Company Material shall belong to the Company, subject only to the right of the Client to use the Company Material during the Term.

The Client represents to the Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, information or other copyright work provided to the Company for the Services are owned exclusively by the Client, or that the Client has permission from the rightful owner to use such material, and will indemnify the Company and its sub-contractors from any claim, liability or suit arising from the use of such elements or materials furnished by the Client.

The Client confirms and authorises the Company to access and use the Client's data, database and materials in respect of the project and provision of the Services. The Client shall indemnify the Company on a full indemnity basis against any loss, damages, costs, expenses or other claims arising from any infringement resulting from use of the information supplied.

The Client warrants that any Client Material and its use by the Company for the purpose of providing the Services will not infringe the copyright or other rights of any third party. The Client shall indemnify the Company against any loss, damages, costs, expenses or other claims arising from any such infringement.

Data protection

The Client is responsible for ensuring that any "Personal Data" (as defined by the Act) it supplies to the Company has been collected within the terms of the Data Protection Act 1998. The Company agrees to process the data in accordance with lawful and reasonable written instructions provided by the Client.

Free Trial

The free trial provides a limited access to the site for a 7 day period. As accounts are able to be opened and accessed immediately, you receive exactly 168 hours of access at no cost. If your account is not cancelled before this time period has expired, you will be automatically charged the monthly subscription fee for the level of access that your trial was initiated at. Your trial can be cancelled at any time from the Dashboard page under the Subscription tab. If you cancel early you will still access the site until the trial period expires.

Limitation of liability

The entire liability of the Company to the Client under or in connection with the Contract and these Conditions (whether in respect of the provision of the Services, damages, breach, indemnity or otherwise) shall not in any circumstance exceed the amount of the Charges paid by the Client to the Company for the provision of the Services for the period not exceeding twelve (12) months.

The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Client Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or any other fault of the Client.

Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Client by reason of any representation (unless fraudulent), or any term or any duty for any loss of anticipated savings, business revenues, or profits (whether categorised as direct or indirect) or any indirect, special or consequential loss, loss of goodwill, data and all other such loss (whether or not arising in the normal course of business), or other economic loss or other claims however caused under the Contract or the provision of the Services.

The Client agrees and acknowledges that the allocation of risk in this clause is fair and reasonable in the circumstances having been taken into account by the Company in setting the level of Charges and agreeing the extent of Services.

Term and termination
The Term of the Contract shall be as specified in the Contract by the parties.

In the event that the Client fails to terminate any subscription prior to the end of the billing cycle, no refunds can be given.

Dispute resolution

The parties will each use their reasonable efforts to negotiate in good faith and settle any major or material dispute that may arise out of or relate to the Contract, these Conditions, the Services or any breach of contract. If any such dispute cannot be settled amicably through ordinary negotiations by the respective representatives, the dispute shall be referred to the senior representatives nominated by the managing director of the Company and the Client who will meet in good faith in order to try and resolve the dispute.
If the dispute or difference is not resolved as a result of such meetings either party may (at such meeting or within ten (10) days of its conclusion) propose to the other in writing that structured negotiations be entered into with the assistance of a neutral adviser or mediator ("the Adviser") before resorting to litigation with costs shared equally.
If the parties fail to reach agreement in the structured negotiations within twenty one (21) days of the Adviser being appointed, either party may then refer any dispute to litigation.

Confidential information

The parties agree not at any time during or after the Term to divulge or allow to be divulged to any person any Confidential Information relating to the business or affairs of the other party to the Contract except as permitted by law or with the other party's consent.

Warranty

The Company makes no express warranties and specifically disclaims any implied warranties, including any implied warranty of merchantability or fitness for a particular purpose, with respect to the performance of Services under the Contract and these Conditions to the extent permissible by law.
The Company does not guarantee, and nothing contained in the Contract or these Conditions shall be construed as a guarantee, that the Service performed or to be performed by the Client will achieve any projected level of results.

Notices

Any notice or other communications to be given under the Contract shall be in writing and may be delivered by hand or sent by first class prepaid recorded delivery post (or if the recipient is in another country by prepaid airmail) to the relevant address(es) stated in the Contract (or to such other address as the addressee may from time to time have notified for that purpose) or sent by facsimile transmission to the relevant number. Communications shall be deemed to have been received, if delivered by hand at the time of delivery, if posted [two (2)] working days (7 (seven) working days if prepaid airmail) after posting, and if sent by fax transmission, at the date of transmission.

Acknowledgements and general matters

The parties acknowledge that the Services are not fault free and it may be impaired by matters, conditions or circumstances beyond the Company's control and the Client will be entitled to the quality of Service generally provided by the Company to their customers.

The Client agrees that (save in respect of statements made fraudulently) it shall have no remedy in respect of any untrue statement upon which it relied in entering the Contract and that its only remedies shall be for breach of contract.

It is acknowledged that the Company shall not be liable for breach of contract or any other failure or defect in performance of the Services (or any Additional Services, work or project) which are performed other than by employees of the Company or performed by the Client or its agents or their employees or by any other third parties.

If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provisions eliminated.

The Company may employ sub-contractors for carrying out any part of the Services.

These Conditions (together with the terms (if any) set out in the Contract, any Services Sheet or specification and/or Charges Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties.

All other warranties, terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

In the event of any conflict between the provisions of these Conditions and the Services Sheet or Charges Sheet, these Conditions shall prevail. In the event of any conflict between the Contract provisions and these Conditions, the parties shall adopt the meaning which best gives commercial efficacy to the Contract having regard to the Company's original intention.

No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

The parties acknowledge and agree that the Contract shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties and except as otherwise expressly provided or agreed neither party shall have the power to bind the other without the other's prior written consent.

The Client shall not assign all or any of its rights or obligations under this Agreement without the written consent of the Company.

Except as expressly provided (including in respect of indemnity), the parties do not intend any term of this Contract to create any rights or benefits to any other party other than the parties to the Contract or to be enforceable pursuant to theContracts (Rights of Third Parties) Act 1999but this does not affect any right or remedy of any third party which exists or is available apart from the Act.

If any provision of the Contract or these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract or these Conditions and the remainder of the provision in question shall not be affected.

The Contract and these Conditions shall be governed by the law of England and Wales, and the Client submits to the exclusive jurisdiction of the courts of England and Wales.

Interpretation

In these Conditions the following words and phrases shall have the following meanings unless the context requires otherwise:

"Additional Services" any other services other than the Services agreed to be provided by the Company to the Client on agreed terms and set out as such in the Services Sheet or specification;
"Charges" the Company's charges as set out on the Charges Sheet or the Contract and from time to time for the provision of the Services unless otherwise expressly agreed with the Client;
"Charges Sheet" the sheet or document setting out the applicable Charges in respect of the Services;
"Company Material" any Documents or other materials, and any data or other information provided by the Company in connection with or relating to the Services;
"Client" the person, company, firm or entity being party to the Contract and to whom the Services are provided;
"Company" [company name] Limited;
'Confidential Information' all and any information (including information of whatever nature relating to the [technology, financial or business] as a result of the Contract.
"Contract" the contract between the Company and the Client (in whatever form) for the provision of the Services to which these Conditions relate (whether appended, incorporated or attached);
"Client Material" any Documents or other materials, and any data or other information provided by the Client relating to the Services;
"Documents" includes, in addition to a document in writing, any map, data, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device (electronic or otherwise) embodying any other data;
"Services" the services agreed to be provided by the Company to the Client and set out in the Services Sheet (and the "Services" shall include the Additional Services where the context admits) and/or Contract and may include any or all of the following: [ ] services;
"Services Sheet" the sheet or document setting out the Services agreed to be provided under or pursuant to the Contract;
"Term" the period from the start date to the end date (being and including any minimum or initial period for the provision of the Services) as set out or agreed under the Contract and continuing thereafter in full force and effect unless terminated in accordance with the provisions of these Conditions;
"VAT" value added tax.