Lingo Design Ltd

Maintenance and Support – Service Level Agreement

Parties:

(1) The “Company” Lingo Design Ltd, Director Elizabeth Pendleton established under English law having its principal place of business at 72 Bridge Street, Downham Market, Norfolk PE38 9DJ

(2) The “Customer” (you), any company or individual that owns and/or operates a website and/or is in receipt of any other service provided by the Company.

Definitions

“Accessibility” refers to the inclusive practice of making Websites usable by people of all abilities and disabilities;

“Additional Time” means studio time which is not included in the allocated Maintenance Time, Scheduled or Contract Time, and which may be subject to charge at the Company’s standard hourly rate;

“Affiliate” means an entity that controls, is controlled by, or is under common control with the relevant entity;

“Backup’” is a the process of creating a duplicate of files relevant to the Website in order to safeguard data from potential loss or corruption due to defect;

“Business Hours” means between 09:00 and 17:00 GMT on a Working Day;

“Charges” means the amounts payable by the Customer to the Company under or in relation to the Contract, or in relation to Services or Works carried out;

“Confidential Information” means:

(a) any information supplied by one party to the other party (whether supplied in writing, orally or otherwise) marked as “confidential”, described as “confidential” or reasonably understood to be confidential;

(b) the terms (but not the existence) of the Contract and these Terms

“Content Management Software” is the system within the Website which allows Customer access and editing, this includes, but is not restricted to, WordPress and ECommerceTemplates.

“Contract” is an document which, along with the schedule, sets out the agreed works, monthly charges and timescales. Customers who have not signed a Contract with the Company are deemed to be ‘Pay-As-You-Go’ in relation to the Company’s Maintenance and Support Services.

“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);

“Compliance”: means acting in accordance with the recommended web quality standards as set out by the W3C community @ www.w3.org

“Customer Works” means the works and materials provided to the Company by the Customer, or by any third party acting for or on behalf of the Customer, for incorporation into the Website;

“Dashboard” is an online information and support area for Customers, provided by the Company;

“Database” is a dynamic collection of data relating to the Company’s Website, excluding design files;

“Defect”: a failure or error having a material adverse effect on the appearance, operation or functionality of the Company’s Website including any inadequacy or error caused by or arising as a result of:

(a) an act or omission of either party, or an act or omission of one of either party’s employees, officers, agents or sub-contractors;

(b) an incompatibility between the Website and any other application, program or software, (excluding that of unsupported browsers). Unless otherwise stated in your agreement.

(c) a malicious act carried out by a Third Party (for instance Website hack, forced entry or attack)

“Defect Classification” means the assessment and application of a level of priority to a defect;

  • Black: – Functionality completely/considerably compromised
  • Red: – Functioning with major issues
  • Amber: – Functioning with minor issues
  • Green: – Only aesthetic elements/information is incorrectly displayed

“Effective Date” means the date that these Terms and Conditions are first accepted

“File structure” are the digital design files relating to the Website, including images, template and style components;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Google Analytics” means the Website visitor statistics data collection and analysis service provided by Google;

“Holding Page” is the temporary Website page visible to the public in the event of a Customer’s Website being unavailable.

Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights. The “intellectual property rights” referred to herein include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, rights and rights in designs.;

“Maintenance Time” means the time allocated to carrying out the Services on the Customer’s Website in any given time period as detailed in the Contract;

“Maintenance and Support” all the actions or services provided by the Company as detailed in the Maintenance and Support Contract;

“Mean Time to Recover (MTTR)” is the average expected timeframe taken to recover after a defect;

“Pay-As-You-Go (PAYG)” is a way of providing services to a Customer who does not have a Contract;

“Personal Data” has the meaning given to it in the Data Protection Act 1998;

“Plug-ins” are Third Party designed and created code based functions which are incorporated into the software for the purpose of integrating additional functionality. Our interpretation also extends to include scripts which are not installed via a plug-in, but which add functionality as a plug-in would;

 

“Schedule” is the timeframe related data explained in the Contract and outlines the timescale of Services;

“SEO” means Search Engine Optimisation; the services carried out with the specific purpose of gaining improved ranking in Search Engines;

“Services” are the works carried out by the Company on behalf of the Customer and are explained in detail in Clause 2;

“Studio time” is the works and services carried out by the Company, measured in hours;

“Support” is primarily the assistance provided to the Customer in the event of a Website defect, but may also mean assistance in relation to training or understanding or use of Services;

“Supported Browsers” means the current internet browsers and associated versions thereof which are supported by the Company;

“Term” means the term of this Agreement;

“Third Party Works” means the works and materials comprised in the Website, in which the Intellectual Property Rights are owned in whole or part by a Third Party (excluding the Customer Works);

“Website” means the Website provided by the Company for the Customer;

“Working Day” means any week day, other than a bank or public holiday in England, or a day which falls within one of the Company’s shutdown periods;

“Work(s)” means any activity carried out in relation to the provision of Services;

“Year” means a period of 365 days (or 366 days if there is a 29th February during the relevant period) starting on the Effective Date or on any anniversary of the Effective Date.

 

  • Term

 

    1. This Agreement will come into force on the Effective Date of the Contract and will continue in force without termination unless in accordance with Clause 15.

 

  • Services

 

The services provided by the Company include, but are not limited to:

 

  • Domain, Hosting and Email provision

 

        1. Separate terms and conditions apply and are provided at purchase or domain registration, hosting allocation or email set up, and must be adhered to at all times.

 

  • Website and Database Backups

 

{“2.2 Website and Database Backups” is linked to from: Clause 2.5.9.}

        1. The Company will carry out backups at scheduled times where these services are included in the Contract, or on a PAYG basis.
        2. If considered necessary the Company will carry out a backup prior to any works being carried out.
        3. Websites may consist of a MySql database, html files and php files as well as media files (.jpg, .pdf, video etc). Backups may consist of the relevant Website files, database individually or both components.
        4. Backups of files and database data from the hosting account will be stored in accordance with the Company’s Data Protection Policy.
        5. The Company will make reasonable effort to ensure that backup files are complete, but will not be held responsible for backups which have failed to complete or which corrupt due to Third Party factors (internet connection, loss of power etc).
        6. Reinstatement of backup data can be applied to a hosting account by the Company if it is considered a necessary action.
        7. Reinstatement of backup data can be applied to a hosting account at the request of the Customer, subject to the defect classification as determined by the Company

 

  • Defect Prevention

 

        1. The Company carry out defect prevention to Websites at scheduled times where these services are included in the Contract or on an a PAYG basis.
        2. During allocated Maintenance Time the Company may apply functionality tests to the Website in relation to its primary purpose.
          Examples of these could be:

          1. e-commerce functionality testing
          2. payment gateways testing
          3. contact forms testing
          4. scripts testing
        3. During Maintenance Time the Company will aim to identify elements that could adversely affect the current of future functionality of the Website, or cause potential defect.

 

  • Dashboard, Defect Reporting & Handling

 

      1. The Customer will be provided with a unique username and password in order to access the online Dashboard, which includes a support ticket system.
      2. The dashboard can also be accessed via the following link: http://dashboard.lingodesign.co.uk/
      1. In the event that the Customer detects a defect with the Website, this should be raised with the Company first;
        a.) via the Dashboard support ticket system

or, secondly, should the dashboard not be accessible by the Customer

b.) via telephone

c.) via email at info@lingodesign.co.uk

 

      1. Provision of, and access to the Dashboard to the Customer may be removed by the Company at any time without notice, at which time, defect reporting should be carried out as outlined in 2.3.2 b.) and c.)
      2. The Company aims to acknowledge receipt of a support ticket within 1 working day of receipt.
      3. The Customer acknowledges the report of a defect via any other method than those outlined in Clause 2.3.3 may result in non-response.
      4. The Company will provide information through the Dashboard relating to Services provided and technical Website elements. The Company will endeavour to ensure the data in the Dashboard is accurate but will not be held responsible for any inaccuracies.
      5. Mean Time To Recover (MTTR)
        The Company will assess defects and allocate a defect classification which will result in allocation of MTTR (Mean Time to Recover) times as follows;


Contract Customer MTTR Times
DEFECT LEVEL TIME

Black: HIGH 12 hours

Red: HIGH 2 working days

Amber: MID 5 working days

Green: LOW 10 working days


Pay-As-You-Go Customer MTTR Times

DEFECT LEVEL TIME

Black:   HIGH 48 hours

Red: HIGH 5 working days

Amber: MID 10 working days

Green: LOW 20 working days

 

        1. Defects and/or issues in relation to the Schedule of Services will only be acted upon if reported by the Customer via the Customer Dashboard, by emailing info@lingodesign.co.uk or by telephoning the Company offices.
        2. The Customer understands that the stated MTTR times are intended as best practice guidelines however the Company will not be bound by them and cannot be held responsible for issues arising from failure to meet these times.
        3. In the event that the Company detects a high level defect during contracted Maintenance Time, the Customer will be informed via email or telephone.
        4. In the event of a Third Party reporting a defect to the Company with reference to the Customer Website, the Company will contact the Customer and assess the issue before identifying it as a defect.

 

  • Defect Resolution

 

      1. The Company will provide defect resolution according to the MTTR in Clause 2.3.8

        1. The Company aim to repair or resolve defects which affect the continued functionality of the Website as reported by the Customer, any Third Party or identified by the Company during allocated Maintenance Time, in accordance with the Contract. If no contract is in place, an estimate of Studio Time will be provided.
        2. During allocated Maintenance Time any defect considered to be minor may be fixed by the Company without contacting the Customer in advance.
        3. In the event that the resolution of a defect is expected to take Additional Time which is not available within the allocated Maintenance Time, the Company will provide the Customer with an estimate of Additional Time required.  
        4. If an identified defect is found to be the result of global changes to the hosting service provided by the Company, the Company will take reasonable steps to advise the Customer of potential solutions, for which additional time may be required.    
        5. If a defect is considered to be irreparable after reasonable effort has been made, the Company will restore the files to the date of the last recorded backup.
        6. If reasonable effort has been made to repair a defect and the Customer does not agree to proceed with a ‘restore from backup’ procedure, the Company will suspend maintenance services until a resolution can be agreed upon.
        7. The Customer accepts that the Company will not be held responsible for data loss in the event of a ‘restore from backup’ procedure being performed on the Website
        8. The Customer understands that the Company will not be held responsible for defects identified in Plugins and / or code supplied by a Third Party or be responsible for the repair of that code.
          For example: social networking scripts or payment gateways
        9. If a defect, identified in code supplied by a Third Party, is causing loss of functionality the Company will investigate alternatives to achieve the equal or similar purpose.

 

  • Updates to Content Management Software

 

      1. The Company will provide updates to Content Management Software only where these services are included in the Contract or on an a PAYG basis.
      2. Updates ensure that software is running in accordance with the manufacturer’s guidance (where appropriate). The Company will monitor the availability of software updates provided by manufacturers in accordance with software used within the Customer’s Website, and as per the Contract.
      3. The decision to carry out updates to software within allocated Maintenance Time is made upon assessment by the Company
      4. The Company will not be held responsible in the event of failures, defects or attacks which result in loss of data or functionality between a software update being released by the manufacturer and the Company becoming aware of that update.
      5. In the event of the Customer declining the opportunity to update software the Company will not be held responsible for any failures, defects or attacks which result in loss of data or functionality.
      6. In the event that the Customer Website is updated by the Company, the Customer will be informed by email.

      1. In the event of a software update causing a defect to Website the Company will make reasonable effort to rectify the defect however if Additional Time is required, the Company will provide an estimate of Additional Time.
      2. The Company will not be held responsible in the event of software updates causing a restriction in the ability to manage the Website by the Customer using non-supported internet browser software  .
      3. Software upgrades are carried out exclusively by the Company on behalf of the Customer.
      4. In the event of the Customer attempting a software upgrade resulting in Website failure the Customer may be liable for additional time to repair.
      5. The Customer understands that on some occasions it may be necessary to withdraw the Website in its entirety from public viewing while a software upgrade takes place.
      6. In the event of a Website being withdrawn from public view a Holding Page will be displayed.

 

  • Updates to Content Management Software Plugins

 

        1. The Company will provide updates to Content Management Software Plugins only where these services are included in the Contract on an a PAYG basis.
        2. Updates ensure Plugins are running in accordance with the manufacturer’s guidance. The Company will monitor the availability of Plugin updates provided by manufacturers in accordance with software deployed to the Customer’s Website.
        3. The decision to carry out updates to Plugins within allocated Maintenance Time is made upon assessment by the Company.
        4. The Company will not be held responsible in the event of defects which result in loss of data or functionality between a Plugin update being released by the manufacturer and the Company becoming aware of that update.
        5. The decision to carry out updates to Plugins is made upon assessment by the Company and normally coordinated to take place when the Website Content Management Software is upgraded.
        6. In the event of the Customer declining the opportunity to update Plugins the Company will not be held responsible for defects which result in loss of data functionality.
        7. In the event that the Customer Website Plugins are updated, the Customer will be informed by email.
        8. In the event of a Plugin update causing a defect the Company will make reasonable effort to rectify the defect within the allocated Maintenance Time, however if additional time is required, the Customer will be provided an estimate of Additional time.
        9. The Company will not be held responsible in the event of Plugin updates causing a restriction in the ability to manage the Website by the Customer using unsupported internet browser software.  
        10. Plugin upgrades are carried out exclusively by the Company on behalf of the Customer.
        11. In the event of any Website defect following a Plugin upgrade carried out by the Customer, additional time may be required to resolve the defect.
        12. If a Plugin manufacturer withdraws its product from circulation or ceases to provide technical support causing a loss of Website functionality, the Company will not be held responsible for the repair, replacement or sourcing of an alternative to the Plugin.

 

  • Improvements to Accessibility & Compliance

 

        1. The Company will provide Improvements to Accessibility & Compliance only where these services are included in the Contract or on a PAYG basis.
        2. The Company encourages the continued improvement of Website code but the decision to adhere to industry standards, guidance or to improve Compliance and Accessibility to a Website resides with the Customer.
        3. The Company will not be held responsible for the failure of Third Party software to meet Compliance or Accessibility standards but will make reasonable effort to resolve defects where possible.
        4. The Company will not be held responsible in the event of the Customer declining the opportunity to improve the Compliance and Accessibility of the Website code.
        5. In the event of a change of relevant legislation in relation to Website standards the Company may inform the Customer and provide advice regarding any necessary changes, but it is not contractually obliged to do so unless specified by the Contract. These changes may require additional time. The Company recommends seeking independent legal advice in these situations.
        6. For contract Customers, the Company may apply an ongoing process improving and updating Compliance to Website code during allocated Maintenance Time, in accordance with W3C, however provides no guarantee that the Website will meet industry standards. If the Company requires these standards to be met, additional time may be required.

 

  • User Training, support and assistance

 

        1. The Company will provide user training, support and assistance to the Customer only where these services are included in the Contract, on an a PAYG basis.
        2. User Training may be required for new employees to the Company, as a refresher to initial training received, or as new features or functionality become available.
        3. The Company may receive User Training, support and assistance in person, over email, telephone or via remote assistance.
        4. If the provision of User Training, support and assistance takes additional time, not available within allocated Maintenance time, additional time will be payable at the Contract rate for Contract Customers, and at standard rate for non-contract Customers.   

 

  • Contract, Schedule/Allocated maintenance time

 

      1. Customers are able to pre-purchase a monthly allocation of Maintenance and Support hours, to be spent on the Services, by way of a Maintenance and Support Contracts.
      2. For Customers with a Contract;
        1. Allocated time is apportioned by the Company over the various Services in accordance with the contract. The scheduling of allocated time is managed by the Company.
        2. The use of the allocated hours are at the Company’s discretion, and do not guarantee that all services will be covered.
        3. Where additional time is required, the Company will inform the Customer.
      3. If no contract is in place;
        1. Services will be provided to the Customer on a PAYG basis. Estimates of studio time required to carry out works will be provided before work is carried out.

 

  • Search Engine Optimisation (SEO)

 

      1. The Company will provide SEO services on the Website only where SEO services are included in the Contract, or on a PAYG basis.
      2. The Company may recommend practices which may offer the potential to improved visibility or traffic, but The Company makes no guarantees as to the results of any SEO work. Website Search Engine Results Positions (SERPs) are not indicated nor are particular results guaranteed.
      3. Search engines change their algorithms regularly, which can result in fluctuations in The Customer search ranking positions. The Company will not be held responsible for these fluctuations or if an algorithm change results in dramatic changes to the fortunes of The Customer Website and/or its rankings.
      4. Any SEO practices which The Customer carries out; including link building, changes to The Customer Website or anything else that may affect SERP, page ranking or conversions are the responsibility of the Customer.

 

  • Google Analytics

 

      1. All Google Analytics usage is in line with Google Analytics terms of service.
      2. All Google Webmasters usage is in line with Google account terms of service.
      3. The Company will not be held responsible for any loss of data The Customer may experience from Google Analytics.
      4. It is The Customer’s responsibility to create a Google account and provide unrestricted access to it for the Company to set up Google Analytics and Google Webmaster tools.

 

  • Customer Obligations

 

      1. The Customer will provide the Company with:
        1. such co-operation as is required by the Company (acting reasonably) to enable the performance by the Company of its obligations under the Contract; and
        2. all information and documents required by the Company (acting reasonably) in connection with the provision of the Services. The client recognises and accepts that it bears sole responsibility for the content of the material on its Website as in accordance with the supplied material disclaimer.  
      2. The Customer will be responsible for procuring any Third Party co-operation reasonably required by the Company to enable the Company to fulfil its obligations under the Contract.

 

  • Third Party Works

 

      1. Third Party Works will be licensed to the Customer under the relevant licensor’s standard terms and conditions for online use, or on licence terms notified by the Company to the Customer.
      2. Any licence fees for Third Party Works are not included in the Charges (unless the parties agree otherwise).
      3. Any additional setup or configuration costs beyond licensing will be excluded from the Charges, (unless the parties agree otherwise).

 

  • Unlawful Content

 

      1. The Customer will ensure that the Customer Works do not infringe any applicable laws, regulations or Third Party rights (“Unlawful Content”).
      2. The Customer will indemnify and will keep indemnified the Company against all damages, losses and expenses (including legal expenses) arising as a result of any claim that the Customer Works constitute Unlawful Content, or any legal proceedings relating to such a claim.

 

  • Charges and payment

 

      1. The Company will issue invoices for the Charges to the Customer on the relevant invoicing dates set as out in the Schedule or Contract.
      2. The Customer will pay the Charges to the Company upon receipt of issue of invoices issued in accordance with Clause 9.1 and in advance of any work to be carried out.
      3. All Charges stated in or in relation to this Agreement are stated exclusive of VAT, unless the context requires otherwise.
      4. Charges must be paid by bank transfer or by cheque (using such payment details as are notified by the Company to the Customer from time to time).
      5. If the Customer does not pay any charges due to the Company under or in connection with this Agreement, the Company may:
        1. charge the Customer interest on the overdue amount at the rate of 4% per year above the base rate of Lloyds TSB Plc from time to time (which interest will accrue daily until the date of actual payment and will be compounded quarterly); or
        2. claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
      6. Unless stated, ongoing maintenance work is carried out at a discounted hourly rate as detailed in the Contract.
      7. The studio hourly rate is subject to periodical increase.

 

  • Intellectual Property Rights

 

    1. All copyright and other Intellectual Property Rights in the Website (excluding the Customer Works and the Third Party Works) will as between the parties be the sole property of the Company and, subject to full payment of the Charges, from the date of acceptance of the Website by the Customer the Company grants to the Customer a non-exclusive worldwide licence of such Intellectual Property Rights for the purposes of:
      1. publishing and operating the Website
      2. backing-up the Website; and
      3. updating and adapting the Website;

subject always to the other terms of this Agreement.

      1. The Customer may only sub-license the rights granted in Clause 10.1 for the purposes set out in that Clause.
      2. Subject to full payment of the Charges, the Company undertakes not to design or create (or be involved in the design or creation) of any Website, web application or web page the look and feel of which is:
        (a) identical to the look and feel of the Website; or
        (b) substantially similar to the look and feel of the Website.
      3. Without prejudice to Clause 10.5, the Company waives (and will ensure that its employees and subcontractors waive) any moral rights they may have in the Website arising under Chapter 4 of the Copyright, Designs and Patents Act 1988 and, so far as is legally possible, any broadly equivalent rights anywhere in the world.
      4. The Company may include the statement “Design by Lingo Design” together with a link to the Company’s Website on each page of the Website in a position and in a form to be agreed by the parties.  The Customer will retain any such credit and link in any adapted version of the Website, and the Customer will (and will only) remove any such credit and link from the Website at the Company’s request.

 

  • Warranties

 

      1. The Customer warrants to the Company that it has the legal right and authority to enter into and perform its obligations under the Contract.
      2. The Company warrants to the Customer:
        1. that it has the legal right and authority to enter into and perform its obligations under the Contract;
        2. that it will perform its obligations under the Contract with reasonable care and skill;  
        3. that the use of the Website (excluding the Customer Works) by the Customer in accordance with these terms will not infringe the Intellectual Property Rights of any third party; and
        4. the Customer further acknowledges that the Company does not purport to provide any legal advice under the Contract or in relation to the Website and the Company does not warrant that the Website will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.
        5. all of the parties’ liabilities and obligations in respect of the subject matter of the Contract are expressly set out herein.  To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Contract will be implied into the Contract or any related contract.

 

  • Liability

 

      1. Nothing in the Contract will exclude or limit the liability of either party for:
        a.) death or personal injury caused by that party’s negligence;
        b.) fraud or fraudulent misrepresentation on the part of that party; or
        c.) any other liability which may not be excluded or limited under applicable law
      2. Subject to Clause 12.1, each party’s liability to the other party under or in connection with the Contract or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:
        (a) neither party will be liable for any:
        (i) loss of profits, income or anticipated savings,
        (ii) loss or corruption of any data, database or software,
        (iii) reputational damage or damage to goodwill;
        (iv) loss of any commercial opportunity, or  
        (v) indirect, special or consequential loss or damage
        (b) neither party will be liable for any losses arising out of a Force Majeure Event; and
        (c) each party’s liability in relation to any event or series of related events will in no circumstances exceed any amount insured.

 

  • Data protection

 

      1. The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Company under the Contract.
      2. The Company warrants that:
        (a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Company on behalf of the Customer; and
        (b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by the Company on behalf of the Customer.

 

  • Confidentiality and publicity

 

      1. Each party will keep confidential the Confidential Information of the other party, and will not disclose that Confidential Information except as expressly permitted by this Clause 14.  (For the purposes of this Clause 14, the terms of the Contract constitute the Confidential Information of each party.)
      2. Each party will protect the confidentiality of the Confidential Information of the other party using at least reasonable security measures.
      3. The Confidential Information of a party may be disclosed by the other party to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.
      4. These obligations of confidentiality will not apply to Confidential Information that:
        (a) has been published or is known to the public (other than as a result of a breach of the Contract);
        (b) is known to the receiving party, and can be shown by the receiving party to have been known to it, before disclosure by the other party; or
        (c) is required to be disclosed by law, or by an order (binding upon the relevant party) of a governmental authority, a regulatory body or a stock exchange.
      5. Neither party will make any public disclosure relating to the subject matter of the Contract (including press releases, public announcements and marketing materials) without the prior written consent of the other party, not to be unreasonably withheld or delayed.
      6. The Company has the right to use all work for self-promotion, as well as publicise work and any relation between the Company and the Customer unless the Customer states otherwise in writing.

 

  • Termination

 

      1. Either party may terminate the Contract at any time by giving at least 30 days’ written notice to the other party.
      2. Either party may terminate the Contract immediately by giving written notice to the other party if the other party:
        (a) commits any material breach of any term of the Contract, [and:
        (i) the breach is not remediable; or
        (ii) the breach is remediable, but other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or
        (b) persistently breaches the terms of the Contract (irrespective of whether such breaches collectively constitute a material breach).
      3. Either party may terminate the Contract immediately by giving written notice to the other party if:
        (a) the other party:
        (i) is dissolved;
        (ii) ceases to conduct all (or substantially all) of its business;
        (iii) is or becomes unable to pay its debts as they fall due;
        (iv) is or becomes insolvent or is declared insolvent; or
        (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
        (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
        (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent Company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or
        (d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

 

  • Effects of termination

 

      1. Upon termination all the provisions of the Contract will cease to have effect, save that the following provisions of the Contract will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 8.1, 8.2, 9.5, 10, 11, 12, 14, 16, and 17.3 to 17.13.
      2. Termination of the Contract will not affect either party’s accrued rights (including the Company’s accrued rights to invoice for and to be paid for the Charges) as at the date of termination.
      3. If the Contract is terminated under Clause 15.1, or by the Customer under Clause 15.2 or 15.3 (but not in any other case), the Customer will be entitled to a refund of any Charges paid by the Customer to the Company in respect of any Services which were to be performed after the date of effective termination, and will be released from any obligation to pay such Charges to the Company (such amount to be calculated by the Company using any reasonable methodology).
      4. Save as provided in Clause 16.3, the Customer will not be entitled to any refund of Charges on termination, and will not be released from any obligation to pay Charges to the Company.

 

  • General

 

      1. Any notice given under the Contract must be in writing (whether or not described as “written notice” in the Contract) and must be delivered personally or sent by recorded or ‘signed for’ post for the attention of the relevant person, and to the relevant addresses as stated at the beginning of the Contract.
      2. A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
        (a) where the notice is delivered personally, at the time of delivery;
        (b) where the notice sent by ‘signed for’, at the time of signing;
      3. No breach of any provision of these Terms will be waived except with the express written consent of the party not in breach.
      4. If a Clause of these Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of these Terms will continue in effect.  If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
      5. Nothing in these Terms and the Contract will constitute a partnership, agency relationship or contract of employment between the parties.
      6. These Terms and The Contract may not be varied except by a written document signed by or on behalf of each of the parties.
      7. Each party may freely assign its rights and obligations under the Contract without the other party’s consent to any Affiliate of the assigning party or any successor to all or substantial part of the business of the assigning party from time to time.  Save as expressly provided in this Clause or elsewhere in these Terms, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in these Terms or any rights or obligations under these Terms.
      8. The Company may subcontract any of its obligations under these Terms to any third party, subject to obtaining the Customer prior written consent (not to be unreasonably withheld or delayed).
      9. Neither party will, without the other party’s prior written consent, either during the term of this Contract or within 6 months after the date of effective termination of the Contract, engage, employ or otherwise solicit for employment any employee or contractor of the other party who has been involved in the performance of the Contract.
      10. Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfil their obligations under the Contract.
      11. The Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party.  The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
      12. These Terms constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Contract, and supersedes all previous Terms, Contracts, arrangements and understandings between the parties relating to the subject matter of the Contract.  Subject to Clause 12.1, each party acknowledges that no representations or promises not expressly contained in these Terms have been made by or on behalf of the other party.
      13. The Contract will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.

 

  • Technical Details

 

    1. Browser compatibility:
      The Website will be compatible with the latest widely used web browser technologies, mainly the latest versions of Microsoft Internet Explorer, Mozilla Firefox, Chrome and Safari.
    2. The Website may be compatible with other internet browser software, however it will not have been specifically designed nor tested for this purpose.
    3. If it is essential that the Website be compatible with other internet browser software or earlier browser versions then the Customer should state this in writing before works are carried out. Additional Time may be required to meet these requirements.