Terms & Conditions

 

Advanced Web UK – A company you can trust.

 

ADVANCED WEB UK

TERMS AND CONDITIONS OF BUSINESS

Please read these Terms and Conditions carefully before ordering any services from AdvancedWebUK. You should understand that by ordering any of our services, you agree to be bound by these Terms and Conditions. You may wish to print a copy of these Terms and Conditions for future reference. In these conditions, unless the context requires otherwise:

 

“Acceptance Date​” – means the date on which the Customer notifies AdvancedWebUK that it has received and accepts the Final Cut as being satisfactory, or otherwise pursuant to clause 13.5.

 

“Briefing Document​” – means the document headed ‘Briefing Document’ which sets out the proposed content and requirements for the Video as discussed and agreed between the parties.

 

“Confidential Information​” – means all information designated as such by either party in writing together with all such other information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel and customers of either party or information which may reasonably be regarded as the confidential information of the disclosing party.

 

“Contract​” – means a contract, subject to these terms and conditions, for the provision of the Services between AdvancedWebUK and the Customer.

 

“CPI​” – means Consumer Price Index.

 

“AdvancedWebUK ​” – means AdvancedWebUK whose registered office is at Delta House, W Nile St, Glasgow G1 2NP

 

“AdvancedWebUK’s Website​” – means the website at

 

“Customer​” – means the person, company, firm or body purchasing the Services from AdvancedWebUK.

 

“Customer Content/Data​” – means text, graphics, photographs, sounds, information, data, music, video, film or any other copyrighted work publicly available on the Website or provided for publication on the Website either by the Customer or any other third party (excluding AdvancedWebUK) commissioned by the Customer, together with all User Generated Content and information regarding users (such as, for example, the number of page impressions, users email addresses or other information posted by users or depicted by the Website about users).

 

“Customer Representative​” – means the person appointed by the Customer who shall have the right on behalf of the Customer to provide instructions and sign off as satisfactory any/all elements of the Video and its production.

 

“Data Protection Legislation” – up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

 

“Draft Website​” – means the Website designed and developed by AdvancedWebUK pursuant to the Order and presented to the Customer with or followed by a request for a List of Changes.

 

“Due Date​” – means the fourteenth day after the date on which AdvancedWebUK issues an invoice to the Customer.

 

“Domain Name​” – means the name registered with an Internet Registration Authority used as part of the Customer’s URL.

 

“Final Cut​” – means the version of the Video submitted to Customer for final approval. “Hosting Service” means the installation and storage of the Website files, any domains and/or any other associated or expressly agreed files and/or data, mailboxes and email accounts onto a web server on the http.

 

“GDPR” – General Data Protection Regulation ((EU) 2016/679).

 

“Inappropriate Content​” – means a content which is unlawful, harmful, obscene, vulgar, indecent, pornographic, seditious, offensive, defamatory, threatening, abusive, harassing, hateful, liable to incite racial hatred, menacing, blasphemous or invasive of another’s privacy.

 

“Intellectual Property Rights​” – means patents, trademarks, service marks, database rights, design rights (whether registered or otherwise), applications for any of the foregoing, copyright, know-how, trade or business names, domain names and other similar rights or obligations whether registerable or not and in any territory or jurisdiction (including but not limited to the United Kingdom).

 

“Minimum Term​” – for SEO and social media Services means 6 months from the date of commencement of the relevant Service, and for all other Ongoing Services means 1 month from the date of commencement of the relevant Service.

 

“Ongoing Services​” – means Hosting, SEO, PPC, social media Services, call tracking or any other services of an ongoing nature offered by AdvancedWebUK which impose a recurring charge to the Customer.

 

“Order​” – means a request in respect of any Services made by the Customer to AdvancedWebUK.

 

“PPC” – means Pay Per Click.

 

“Rough Cut​” – means the first edit of the Video delivered to the Customer for its consideration and/or approval.

 

“SEO​” – means Search Engine Optimisation services being the means or process of affecting the visibility of a website or a web page in a search engine’s search results.

 

“Server​” – means AdvancedWebUK’s web server or a web server belonging to AdvancedWebUK’s nominated sub-contractor.

 

“Services​” – means the services which are the subject matter of the Contract, being the work and/or services or any of them to be performed by AdvancedWebUK for the Customer pursuant to the Order.

 

“Social Media Channels​” – means any and/or all forms of social media forum, to include, but not limited to Twitter, Facebook, Google+, YouTube and Pinterest used in connection with the social media Services provided to the Customer pursuant to this Contract.

 

“Specification​” – means the specification for the Website agreed between AdvancedWebUK and the Customer and set out, or referred to in the Order, or otherwise stated, varied and agreed in writing by AdvancedWebUK. Successful marketing starts with a strategy.

 

“User Generated Content​” – means any information in any form (including visual and textual) published or otherwise made available (directly or indirectly) on the Website by any person, company, firm or body (excluding AdvancedWebUK) accessing the Website via the internet or by any other means.

 

“URL​” – means a uniform resource locator.

 

“Video​” – means the audio and/or visual recording created by AdvancedWebUK pursuant to this Contract.

 

“Website​” – means the website (being a combination of files and data sources) designed, developed, hosted, and/or optimised by AdvancedWebUK for the Customer.

 

“Website Design Services​” – means all work in connection with the planning, design, development and maintenance of a website, to include but not limited to, initial prototype layouts, graphic design, wireframe concepts, HTML & CSS markup, JavaScript authoring, PHP & MySQL programming and adherence to our internal quality, usability and search engine guidelines.

 

General

Estimates submitted by AdvancedWebUK shall remain open for acceptance by the Customer for a period of 14 days from the date of the quotation, unless the quotation specifies some other period, or the quotation is withdrawn by AdvancedWebUK.

This Contract will only become binding upon acceptance by AdvancedWebUK of the Order by signing or countersigning and dating the Order, or the issue by AdvancedWebUK of an order acknowledgement.

This Contract is subject to these conditions. AdvancedWebUK reserves the right to vary the terms of this Contract from time to time, and the Customer hereby agrees to be bound by such variations. Notice of such variation and/or a current version of the terms and conditions may be found on AdvancedWebUK’s Website.

These conditions shall, to the extent applicable, apply to goods and products in the same way as they apply to the Services.

If the Customer is a limited company, the Services are provided upon the condition that the officers of the limited company are personally liable for, and hereby guarantee all sums payable by the Customer to AdvancedWebUK pursuant to this Contract. If the Customer fails to make payment of any sums due to AdvancedWebUK within 7 days of a written demand from AdvancedWebUK (such demand not to be made sooner than the Due Date), then the officers of the limited company hereby agree to make payment on behalf of the Customer.

Prices

The price for the Services shall, subject to clause 1.1 above, be that stated in any relevant quotation and/or confirmed in an Order.

AdvancedWebUK shall (if applicable) add to the price of the Services, and the Customer shall pay, an amount equal to any VAT and any other tax or duty applicable from time to time to the sale or supply of such Services.

In relation to Ongoing Services:-

AdvancedWebUK shall be entitled to increase its prices at least once in any rolling 12 month period; and in any event, the price of the Ongoing 6.3 Services shall increase automatically on the anniversary of this Contract by the CPI. AdvancedWebUK may impose any such increased charges at any time after the anniversary date of the Contract.

AdvancedWebUK shall notify the Customer of any price increases made pursuant to clause 2.3.1 in writing at least 7 days before any such price increase takes effect. For the avoidance of doubt, the issue of an invoice setting out the increased charges shall constitute notice pursuant to this clause.

The Customer may be charged on a pro rata basis for the number of days the Customer receives the benefit of any Ongoing Services where such Services are provided for less than a calendar month.

Terms Of Payment

Prices quoted are net and in Pounds Sterling.

In respect of SEO, PPC and social media Services the Customer may be required to pay a non-refundable set up fee at the time of submission of an Order.

The Customer shall, at the time of submission of an Order to AdvancedWebUK, pay to AdvancedWebUK a non-refundable sum equivalent to 100% of the amount to be paid on a recurring basis attributable to each of the Ongoing Services ordered. For the avoidance of doubt, such charges may be levied on a monthly, quarterly or annual basis. Thereafter, charges for Ongoing Services will be invoiced to the Customer on a regular recurring basis in advance. Our terms also include payment in advance of ongoing services by direct debit on the 1st of the month.

For Website creation we charge for the design and development of websites at various stages. Before we start work, a 50% deposit of the total sum due is payable (the deposit). The final 50% is payable when the website is complete and ready to ‘go-live’ (final payment) Your website will only be switched to ‘live’ mode when it has been paid for, in full.

The Customer must make payments due to AdvancedWebUK by any one or more of the following means:

Direct Debit, telegraphic or electronic transfer direct to AdvancedWebUK’s nominated bank account, as follows:- AdvancedWebUK, Halifax, A/C 11714063, Sort Code 11-09-76

PayPal account as follows:- orders@advancedwebuk.co.uk

In the event that the Customer pays by any method other than Standing Order, AdvancedWebUK reserves the right to charge an administration fee of £5 per month.

If the Customer fails to pay an invoice by the Due Date, default interest at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 shall be added to such amount for the period from the day after the Due Date until the date of receipt (whether before or after judgment) together with any reasonable and proper amounts incurred by AdvancedWebUK in seeking to recover such late payment from the Customer (including, without limitation, legal fees).

Search Engine Optimisation Services

Where specified in the Order, AdvancedWebUK shall provide SEO Services. In order for AdvancedWebUK to provide SEO Services to the Customer, the Customer hereby agrees to provide the following:-

administrative or back-end access to the Website;

permission for AdvancedWebUK to make changes to the Website in pursuance of the SEO Services; and

access to any existing traffic statistics for the Website for analysis and reporting purposes.

The Customer acknowledges and accepts that AdvancedWebUK’s ability to provide the SEO Services in whole or in part, may be restricted by the Customer’s failure to comply with any part of clause 4.1 above. In the event of any breach of clause 4.1 above, the Customer shall be prohibited from disputing the reasonableness or otherwise of the SEO Services provided following such breach, and shall in any event remain liable for AdvancedWebUK’s SEO charges in full for the duration of the Contract.

AdvancedWebUK shall use its reasonable endeavours to improve the ranking of the Website in the search engine known as Google; however, as it is solely at the discretion of Google as to how it lists websites, AdvancedWebUK does not in any way guarantee the results of its endeavours. For the avoidance of doubt, the Customer accepts that AdvancedWebUK cannot and does not guarantee any particular or specific position or ranking on any search engine, or the increase of any business/revenue to the Customer.

AdvancedWebUK shall have no liability to the Customer for any changes to the position of the Website in any Google results in response to a search.

SEO Services may not be suspended by the Customer during the Contract term.

Website Design

Where specified in the Order, AdvancedWebUK shall provide Website Design Services. AdvancedWebUK agrees to design, build and/or develop the relevant Website (or any part of it) in accordance with the Specification. In the event of a dispute arising as to whether the Website satisfies the Specification, AdvancedWebUK’s decision shall be final and binding.

The Customer acknowledges that AdvancedWebUK’s ability to provide Website Design Services is dependent upon the full and timely co-operation of the Customer. The Customer therefore agrees to provide to AdvancedWebUK in a timely and suitable manner and in a format required by AdvancedWebUK, such information as may be reasonably necessary to enable AdvancedWebUK to complete the Website in accordance with the Specification; and shall not supply any Customer Content/Data which constitutes Inappropriate Content, unsolicited advertising or promotional material, infringes the Intellectual Property Rights of a third party or is fraudulent.

AdvancedWebUK shall convert any Customer Content/Data into a display-ready format for the Website, to meet the Specification. If the Customer Content/Data is not in a suitable digital format, as agreed between AdvancedWebUK and the Customer, an additional charge will be made for its conversion by AdvancedWebUK.

Responsibility For Approving Website

It shall be the responsibility of the Customer (and not AdvancedWebUK) to review and approve the contents of the Website (including, without limitation, the spelling of names and addresses and the accuracy of telephone numbers) as soon as is reasonably possible. AdvancedWebUK shall have no liability to the Customer for any inaccuracies in the Website.

Upon delivery of the Draft Website to the Customer, the Customer shall be permitted an opportunity to submit a single List of Changes to AdvancedWebUK. Any additional or subsequent changes required to the Draft Website following the submission of the List of Changes by the Customer, or changes which depart from the Specification shall be charged to the Customer on a time cost basis.

The Customer shall be deemed to have accepted the Final Website as having been satisfactorily completed if the Customer:-

uses any part of the Final Website to offer or provide any goods or services to any third party; or

uses the Website other than for test purposes.

The Customer shall not be entitled to the Website (or any part or version of it) unless or until it has paid all of AdvancedWebUK’s charges in relation to the Web Design Services in full.

As the Customer’s conduct may impact on AdvancedWebUK’s ability to complete the Website, the Customer acknowledges and agrees that AdvancedWebUK shall be entitled to payment for the full value of the Order, irrespective of any work undertaken in the event that the Customer’s acts or omissions prevent AdvancedWebUK from preparing or completing the Website and AdvancedWebUK has otherwise undertaken all of the work that it is reasonably required or able to undertake pursuant to this Contract.

Customer will be liable to pay AdvancedWebUK, on demand, all reasonable costs, charges or losses sustained or incurred by AdvancedWebUK (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from Customer’s failure to provide Customer Content/Data , information, assets or other sign off fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to AdvancedWebUK confirming such costs, charges and losses to the Customer in writing

If AdvancedWebUK’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, AdvancedWebUK shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

Hosting Service

Where specified in the Order, AdvancedWebUK shall provide Hosting Services. The Customer shall be solely responsible for the accuracy, legality, currency and compliance of the Website and User Generated Content and will be solely liable for false, misleading, inaccurate, or infringing information contained or referred to therein.

The Customer acknowledges and accepts that AdvancedWebUK may be required by law to monitor the Website’s content and traffic, and if necessary give evidence of the same together with the use of the logon ID to support or defend any dispute or actionable cause or matter which arises in relation to the same.

AdvancedWebUK does not warrant that Hosting Services or the Server will be continuously available at all possible times (24 x 7 x 365 days), but will use its reasonable endeavours to keep downtime to a minimum; and the Customer agrees that AdvancedWebUK shall have no liability to the Customer for any consequences in the event of any such downtime.

AdvancedWebUK may need to at times, temporarily suspend the Hosting Service for repair, maintenance or improvement and will give the Customer as much notice as is reasonably practicable in the circumstances before doing so. AdvancedWebUK will also restore the Hosting Service as soon as is reasonably practicable.

The Customer accepts the Hosting Services and Server “as is” with any faults or failings and without any representation, warranty or guarantee whatsoever, express or implied, including without limitation any implied warranty of accuracy, completeness, quality, continuity of service, connectivity and fitness for a particular purpose.

The Customer is permitted 10GB of website storage and 10GB of traffic per calendar month. In the event that either of these limits are exceeded in any given month AdvancedWebUK reserves the right to transfer the Website to an alternative Server, and to increase its hosting charges accordingly. The Customer will be given 14 days’ notice of any such proposed changes to its Hosting Services.

Where Website files are wholly inactive for a period of 90 days or more AdvancedWebUK reserves the right to delete those files (without any liability to the Customer whatsoever) unless all Hosting charges are fully paid.

Where either party gives notice to transfer any website files, domains, mailboxes or other files away from AdvancedWebUK, AdvancedWebUK shall charge a transfer fee, and reserves the right not to affect any such transfer unless or until any transfer fee and any other sums owing to AdvancedWebUK are paid in full.

AdvancedWebUK shall cease to host or in any way retain any website files, domains, mailboxes or other files or data on behalf of the Customer 30 days following the date upon which AdvancedWebUK delivers such files, domains, mailboxes and/or data to the Customer, irrespective of whether the Customer has procured and/or effected any alternative hosting solutions.

Pay Per Click

Where specified in the Order AdvancedWebUK shall provide PPC Services on the search engine known as Google. In order for AdvancedWebUK to provide PPC Services, the Customer hereby consents and agrees to:

provide AdvancedWebUK with access to a Google Analytics account, which shall be connected to a Google Adwords account in the Customer’s name for the duration of the Contract;

the setup of a Google Adwords account by AdvancedWebUK in the Customer’s name (if required), which shall be used by AdvancedWebUK solely in connection with any PPC Services provided to the Customer; and

AdvancedWebUK retaining ownership and/or control of any Google Adwords account set up by AdvancedWebUK on behalf of the Customer unless or until the Customer has paid its monthly charges pursuant to the Contract for a minimum of 4 consecutive months.

Subject to clause 8.1.3 above, any Google Adwords account linked to any PPC Services shall belong to the Customer.

AdvancedWebUK does not in any way guarantee the results or effects of its PPC Services. For the avoidance of doubt, the Customer accepts that AdvancedWebUK does not and cannot guarantee the number of occasions when an advert may be displayed by Google, the number of clicks a Customer’s advert might receive, any specific position or ranking on any search engine, or the increase of any business/revenue to the Customer.

The Customer acknowledges and accepts that it is the Customer’s responsibility to ensure that all monies due and owing to Google are paid directly to it, unless otherwise agreed in writing with AdvancedWebUK.

AdvancedWebUK shall take reasonable steps to ensure that it does not substantially exceed any PPC budget set by the Customer. However, AdvancedWebUK does not accept any liability for any charges made by Google in excess of any such monthly budget, save where such sum is exceeded by more than 100% of the Customer’s budget in the immediately preceding month. In this event, any potential liability to AdvancedWebUK shall be limited to a sum equivalent to the Customer’s average monthly budget for the PPC Services provided by AdvancedWebUK in the preceding 4 months.

Social Media

Where specified in the Order AdvancedWebUK shall provide social media Services, which may include, but shall not be limited to content sharing, blogging and user engagement in connection with such Social Media Channels as may be agreed between the parties.

AdvancedWebUK shall provide the social media Services from time to time in accordance with any package or service level agreed with the Customer, upon condition that AdvancedWebUK shall not reactively respond to posts on any Social Media Channels outside of the hours 9am to 5pm GMT Monday to Friday (but excluding bank holidays).

Any time, budget or resource utilised in connection with the provision of any social media Services shall be allocated at AdvancedWebUK’s sole discretion (which shall not be exercised unreasonably).

AdvancedWebUK warrants that it will not post any Inappropriate Content on the Website or via any Social Media Channels, and reserves the right to remove any content from the Website and Social Media Channels where it reasonably suspects such content to be Inappropriate Content.

Whilst AdvancedWebUK shall use its reasonable endeavors to check for Inappropriate Content, AdvancedWebUK shall not be responsible for any such content accessed or made available to others through the Website and/or Social Media Channels.

The parties must notify each other without undue delay of any complaints or claims arising from an allegation in connection with Inappropriate Content.

The Customer acknowledges and accepts that AdvancedWebUK has no control over the policies of any Social Media Channels which are used as part of any social media Services provided, or the type of content that any Social Media Channel may accept, now or in the future.

AdvancedWebUK shall not be responsible for profiles or content streams being dropped or excluded by any search engine or Social Media Channel for any reason.

AdvancedWebUK does not in any way guarantee the results or effects of its social media Services, to include but not limited to achievable levels of sales, business activity, profit, traffic volume, number of clicks, likes, follows or registrations.

Other Services

AdvancedWebUK is a reseller partner for Domain Name registration, website hosting, PPC, mailboxes and other services for companies including, without limitation, Nu Blue, WP Engine and 123 Reg. AdvancedWebUK provides such services to the Customer subject to the terms and conditions of the relevant third party service providers and the Customer hereby confirms that it has considered any relevant terms and agrees to be bound by and comply with the same.

AdvancedWebUK reserves the right not to renew a Domain Name on behalf of a Customer unless all Hosting and renewal charges are paid in full in advance of such renewal.

AdvancedWebUK does not accept any liability to the Customer for any financial loss resulting or arising from:-

a Domain Name not being renewed; and/or

any registered mailbox or other such services not being available.

As AdvancedWebUK uses third party service providers to provide hardware, software, networking, storage, and related technology, the Customer acknowledges and agrees that the technical processing and transmission of any element of the Services provided, including Customer Content/Data, may be transferred unencrypted and involve transmissions over various networks and that changes may be necessary to conform and adapt to technical requirements of connecting networks or devices.

AdvancedWebUK does not accept any liability for any loss or damage resulting from the Customer’s use of any product, service, software, subscription or functionality provided by or via any third party.

E-Commerce Web Services

AdvancedWebUK may from time to time supply E-commerce related services via third parties, and the Customer hereby agrees to be bound by and comply with the terms and conditions of such third party suppliers.

AdvancedWebUK does not accept any liability for any loss or damage resulting from the Customer’s use of any E-commerce enabled website, service or functionality supplied by or via a third party supplier.

Delivery And Completion Dates

Unless specified on the Order, the dates and timeframes for carrying out the Services are approximate only. The Customer hereby acknowledges and agrees that time is not of the essence for delivery or performance.

Without prejudice to clause 21, AdvancedWebUK will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform.

No delay shall entitle the Customer to reject any delivery or performance or any other Order from the Customer, or to repudiate the Contract or the Order.

Warranties

The Customer warrants that:

it has the right to, and permits AdvancedWebUK to include any element of the Customer Content/Data on or in any Website, Video and/or Social Media Channels, or has obtained the necessary rights from third parties to do so, and will hold harmless, protect and defend AdvancedWebUK and its sub-contractors from any claim or suit arising from the use of such material furnished by or on behalf of the Customer;

it will not supply AdvancedWebUK with, or upload to the Website, post, email, or otherwise transmit (or allow to be transmitted) through the Website or via any Social Media Channels (or request that AdvancedWebUK carries out any such upload, posting, email or transmission on the Customer’s behalf), any Customer Content/Data or User Generated Content that is:a) Inappropriate Content;

  1. b) harmful to minors in any way;
  2. c) in breach of any third party right under any law or under a contractual or fiduciary relationship;
  3. d) an infringement of any Intellectual Property Rights;
  4. e) unsolicited or unauthorised advertising, promotional material, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation;
  5. f) or contains software viruses or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  6. g) intentionally or unintentionally a violation of any applicable law and/or regulation having the force of law.

It will comply with Data Protection Legislation.

The Customer accepts that AdvancedWebUK is under no obligation to monitor or approve the Customer Content/Data or User Generated Content and accepts that AdvancedWebUK excludes all liability of any kind for all material comprising the same.

AdvancedWebUK warrants that:

it shall perform the Services with reasonable skill and care in accordance with the standards generally observed in the industry for similar services; and

it will comply with Data Protection Legislation.

Data Protection

The Customer acknowledges and agrees that any personal details, including its name, address, telephone number, email address and payment records may be processed by and/or on behalf of AdvancedWebUK in connection with and/or as a result of the provision of any Services provided by AdvancedWebUK.

Intellectual Property And Licence

All rights, title in and to the Intellectual Property Rights in the Customer Content/Data belonging to the Customer shall vest exclusively and unconditionally in the Customer.

Subject to the remainder of this clause 18 and payment having been received in full by AdvancedWebUK for the relevant product or service, all rights, title and interest in and to the Website, Website design, Domain Name and/or Video shall, as applicable, vested exclusively in the Customer.

All rights, title and interest in and to the Intellectual Property Rights created, developed and subsisting or used by AdvancedWebUK in the Website including but not limited to software and coding (including bespoke coding), but excluding the Website design shall remain the sole property of AdvancedWebUK.

AdvancedWebUK hereby grants to the Customer a non-exclusive, transferable, worldwide and perpetual licence to use the material comprising AdvancedWebUK’s Intellectual Property Rights contained in the Website for the sole purpose of operating the Website.

The Customer agrees that AdvancedWebUK may use the Customer’s name and Intellectual Property Rights solely to the extent necessary for the purpose of providing the Services, such as by including them in or on a Video or Website, referring to them in paperwork and in discussions with third parties in order to indicate the nature of the Services being provided, or otherwise pursuant to clause 18.6. The Customer warrants that no such use shall infringe the rights of any third party.

The Customer hereby authorises AdvancedWebUK to reproduce, use, disclose, display, exhibit, transmit, perform and create derivatives works from the Website and/or Video and distribute such material (or any part of it), unless specifically agreed otherwise. For the avoidance of doubt, AdvancedWebUK shall have the non-exclusive right to use the Website and/or Video for its own promotional use in internal, customer and prospective customer presentations, showreels and on AdvancedWebUK’s nominated website(s).

AdvancedWebUK shall be free to use any ideas, concepts, know how or techniques acquired in the construction of the Website or Video for any purpose whatsoever including but not limited to developing, manufacturing and marketing products and any other items incorporating such information unless specifically agreed otherwise.

Subject to AdvancedWebUK duly rendering the Services and not being in breach of any of its material obligations under this Contract, the Customer authorises AdvancedWebUK to insert, or have an appropriate third party insert credit as the producer of the Video on the end credits of the Video, with its name and web address printed on all hard copies of the Video and included alongside all online versions of the Video. Provided that the Customer has notified all third parties of its credit obligation to AdvancedWebUK under this Contract, no inadvertent failure by the Customer or by any such third party to accord AdvancedWebUK such credit will constitute a breach of this Contract by the Customer, provided further that it uses its reasonable efforts to remedy such failure where practicable.

Subject to this clause 18, all rights, title and interest in and to any pre- existing Intellectual Property Rights owned, created, developed, subsisting or used by AdvancedWebUK in or in connection with the provision of the Services shall remain the sole property of AdvancedWebUK.

If AdvancedWebUK makes any subscriptions services available to the Customer during the course of this Contract, the Customer shall only acquire a non- exclusive, personal, non-transferable license to use or receive the benefit of such subscription services/materials until this Contract is terminated.

 

Termination

Unless otherwise agreed in writing with AdvancedWebUK, the Customer acknowledges and agrees that the duration of the Contract insofar as it relates to any Ongoing Services will be for the Minimum Term, and in any event, subject thereafter to the notice provisions in this clause 20.

Following expiry of any applicable Minimum Term either party may terminate the Contract by giving 1 months’ written notice.

Either party may terminate the Contract immediately by written notice if the other party is in material breach of the Contract and fails to remedy the breach within 30 days of written notice, requiring it to do so.

Either party may terminate the Contract immediately and without notice if:

the other enters into a composition with its creditors;

an order is made for the winding up of the other;

an effective resolution is passed for the winding up of the other (other than for the purpose of amalgamation or reconstruction on terms approved by the first party (such approval not to be unreasonably withheld)); or

the other has a receiver, manager, administrative receiver or administrator appointed in respect of it.

AdvancedWebUK shall be entitled to terminate the Contract immediately upon service of written notice to the Customer if:

any invoice remains outstanding for more than 14 days; or

the Customer fails to co-operate and/or provide AdvancedWebUK with clear instructions, or information requested by AdvancedWebUK for more than 30 days; or

the Customer fails or refuses to respond to AdvancedWebUK’s request for script approval (as referred to at clause 13.2); or

AdvancedWebUK considers (at its sole discretion) it reasonable to do so.

Termination of the Contract shall be without prejudice to any other rights or remedies of either party.

Upon termination of this Contract for any reason, the Customer shall grant AdvancedWebUK immediate access to the Website (whether hosted by AdvancedWebUK or otherwise), and/or provide any/all such information necessary to facilitate such access for the purpose of disabling any links and/or removing any other SEO software or services which are the subject of paid subscriptions.

If the Customer fails to provide immediate access to the Website pursuant to clause 20.7 above the Customer shall indemnify AdvancedWebUK for any associated subscription charges suffered by AdvancedWebUK.

Upon termination of this Contract (howsoever arising), without prejudice to its other rights and remedies AdvancedWebUK shall be entitled to receive at least, payment of:-

all sums which AdvancedWebUK remains contractually obligated to pay to any third parties associates with the Services provided pursuant to this contract and:-

all charges payable by the Customer pursuant to clause 3.4.

The terms of clauses 18 (Intellectual Property), clause 21 (Indemnity and Limitation of Liability) and clause 22 (Confidentiality) shall survive the termination (howsoever arising) of this Contract.

Indemnity And Limitation Of Liability

AdvancedWebUK shall not be liable to the Customer for any changes, adjustments, loss or damage whatsoever or howsoever caused by the Customer or any third party (whether or not authorised by the Customer), accessing the backend of the Website. In the event that the Customer requires AdvancedWebUK to undertake work to rectify or restore a Website following changes or damage made or caused by the Customer or any third party (such work including, but not being limited to restoring back-ups or fixing functionality), the Customer hereby agrees to be liable for AdvancedWebUK’s reasonable charges for such work.

The Customer shall indemnify AdvancedWebUK against any loss, damage, cost or expense (including reasonable legal fees and expenses) AdvancedWebUK may suffer or incur as a result of:

any act, omission, neglect or default of the Customer, its agents, or employees;

any claim arising as a result of a breach of any of the warranties given by the Customer under this Contract;

work done in accordance with the Customer’s instructions in connection with hosting the Website on the Server, including but not limited to framing or linking to third parties’ websites:

AdvancedWebUK will not be liable to the Customer in contract, tort (including but not limited to negligence), misrepresentation or otherwise for any economic loss of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings), any damage to the Customer’s reputation or goodwill or any other special, indirect or consequential loss (whatsoever and howsoever caused) which arises out of or in connection with the Contract.

AdvancedWebUK will not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Server, including connectivity to the internet, its use (including but in no way limited to any unlawful or unauthorised access or use by any third party, software, virus or otherwise), any application, support or otherwise, or any action or inaction attributable to AdvancedWebUK’s sub-contractors and/or service providers, except to the extent which it is unlawful to exclude such liability.

Nothing in this Contract shall exclude or limit the liability of AdvancedWebUK for fraudulent misrepresentation or for any death or personal injury caused by AdvancedWebUK’s negligence.

The Customer acknowledges and agrees that AdvancedWebUK’s total liability in respect of the warranty provided under clause 16.3 shall be limited to re- performance of the relevant Service(s) or parts thereof or a refund of any charges paid by the Customer to AdvancedWebUK in relation to the relevant Service(s) in dispute in the 12 months preceding any claim.

Without prejudice to clause 21.3 above, the Customer acknowledges and agrees that AdvancedWebUK’s total liability in contract, tort (including but not limited to negligence), misrepresentation or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount paid by the Customer pursuant to the relevant Contract.

Neither party shall be liable for any failure in the performance of any of its obligations under the Contract caused by factors beyond its reasonable control.

Confidentiality

Each party agrees and undertakes that it will hold in complete confidence any Confidential Information disclosed to it, and will not disclose it in whole or in part at any time to any third party, nor use any Confidential Information for any purpose other than the performance of its obligations under the Contract. This provision shall survive the termination of the Contract for any reason for a period of 3 years commencing immediately on the date of such termination.

The obligations set out in this clause 22 shall not apply to any Confidential Information which:

at or prior to the time of disclosure was known to the receiving party as evidenced in writing, except to the extent that such information was unlawfully appropriated;

at or after the time of disclosure becomes generally available to the public other than through any act or omission on the part of the receiving party;

is received from a third party who was free to make such disclosure without breaching any legal obligation;

is independently developed by the receiving party; or

is required to be disclosed by law, court order or request by any government or regulatory authority.

Force Majeure

AdvancedWebUK shall not be liable for failure to perform the Services if such failure is as a result of any act beyond its reasonable control including, without limitation, fire, flood, earthquake, storm, hurricane or other natural disaster, war, civil unrest, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or telephone service.

Assignment And Subcontracting

None of the rights or obligations of the Customer under the Contract may be assigned or transferred in whole or in part without the prior written consent of AdvancedWebUK.

AdvancedWebUK shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of, or giving notice to the Customer.

AdvancedWebUK shall be free to assign its rights in the Contract to any third party without giving prior notice to the Customer.

Notices

Termination notices must be sent to hello@AdvancedWebUK.co.uk

Any other notices must be sent in writing via first class post to AdvancedWebUK at Delta House, W Nile St, Glasgow G1 2NP

Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting, and if sent by electronic mail, at the time of sending.

Invalidity

If any provision (or part of a provision) of this Contract is found by any court or administrative body of a competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Entire Agreement

The Customer acknowledges that it has not been induced to enter into the Contract by any representation or warranty other than those contained within this Contract; and having negotiated freely, agrees that it shall have no remedies in respect of any representation or warranty that is not set out in this Contract, except in the case of fraud.

 

Law And Jurisdiction

A person who is not party to this Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This Clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. The Contract shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English.

(*)AdvancedWebUK will not tolerate any form of harassment against it’s employees from customers or third parties and we reserve the right to cancel a contract without refund in the event of unreasonable or inappropriate conduct. This includes threatening behaviour and abuse directed towards our employees thereafter any further communication must be via postal mail only.

We have no hesitation in recommending Advanced Web UK to anyone, we know that they will provide you with the best possible service! Anthony Lane

Owner, Energy Efficiency UK

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