Terms and Conditions

Effective date:     Monday 4th September 2023

Version no:    3.0.3

• Introduction
  • These terms and conditions form part of contract between Medical Business Consulting Limited, incorporated in England and Wales (registered number 07661291, having its registered office at 1st Floor 49 Peter Street, Manchester, England, M2 3NG (“Supplier”) and the person or organisation with whom the Supplier is contracting to provide services (“Client”). 
• Definitions
  • The following terms shall have the following meanings:

Applicable Laws	all applicable laws, regulations and codes of conduct, whether or not compulsory
Business Hours	9am to 5pm Monday to Friday excluding bank holidays in England
Client Material	all copy, content, graphics, images, software, data and other materials provided or to be provided by the Clientto the Supplier in connection with the Services
Code	the code to be developed by the Supplier for the Client and which constitutes the Website if applicable
Exceptional Circumstances	where the Supplier has reason to believe that: it is necessary to protect the Supplier or its other customers or the public and/or to minimise the Supplier’s exposure to breach of Applicable Laws or the risk of civil or criminal proceedings and/or to respond to claims of breaches or infringements of third-party rights; or the Client has become the target of denial of service, hacking or other malicious activities.
Excluded Matters	Third-Party Material;  modifications or customisation to the Code not carried out or authorised by the Supplier; and  any incorrect, improper or unauthorised use of the Code.
Intellectual Property Rights	worldwide copyright, design rights, database right, patents and any rights to inventions, know-how, trade and business names, trade secrets, logos and devices, trade and service marks (whether registered or unregistered) and any applications therefor and all rights in confidential information
Legal Documents	any suggested terms and conditions, privacy policies, consent notices or other legal documents or text provided by the Supplier for use on the Website
Month	calendar month
One-off Services	any of the following services:  Website Development; domain name registration;  software development; videography; design-related services such as corporate identity and logo design;  email/text marketing campaigns; and any related or other one-off services (but excluding any Recurring Services).
Online Tools	Leadflo CRM, The Fresh chatbot and any other online tools offered by the Supplier
Other Material	works other than Code which the Supplier creates for the Client in connection with the Services such as logo/branding, videos, photos, branding
Premium Add-Ons	certain Third-Party Material for which the Supplier pays a third-party whether through the Supplier’s own account with that third-party or otherwise, including call tracking, advanced tracking tools such as Hotjar, videos hosted on the Supplier’s Vimeo or other video account and forms created through the Supplier’s form-builder accounts
Recurring Services	any of the following services:  website hosting; website support/maintenance; domain name management; Online Tools; SEO/PPC; and any related or other recurring services.
Services	any services to be provided by the Supplier to the Client including One-off Services and Recurring Services
Supplier Content	any content created by the Supplier for use on the Website (including Legal Documents) or otherwise
Third-Party Material	third party software, images or other resources comprised within the Code or Other Material including third party plugins
Warranty Period	30 days after Launch of the Website
Website	the Code insofar as it comprises any website/app to be developed by the Supplier for the Client
Website Development	design and/or development of the Website
in writing	all forms of visible reproduction in permanent form (including email unless otherwise stated)

Words in the singular include the plural and vice versa. References to a “person” shall include any individual, firm, unincorporated association or body corporate. Any reference in this agreement to any provision of a statute shall be construed as a reference to that provision, as amended, re-enacted or extended at the relevant time. The word “including”, unless the context otherwise requires, shall mean “including without limitation”. The headings in this agreement are for convenience only and shall not affect its interpretation.

Contract

• The Supplieragrees to supply the Services subject to the terms and conditions of this agreement including any additional terms in the schedule(s) below that apply to the relevant Services. If there is any conflict, the schedule takes priority.
• The Supplier agrees to supply the Services subject to the terms and conditions of this agreement including any additional terms in the schedule(s) below applicable to the relevant Services.
• These terms apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
• Any quotations are valid for 28 days and are not capable of acceptance by the Client thereafter unless the Supplier otherwise agrees. 
• Deadlines
  • The Supplier agrees to use reasonable endeavours to meet any agreed timescales or deadlines but, unless otherwise agreed in writing, these shall be treated as estimates only and time shall not be of the essence for performance of the Services.
  • The Client shall comply with its obligations under this agreement (including supply of Client Material and response to requests for approval) by the dates specified. If the date for performance of a particular obligation is not specified, the Client shall perform that obligation promptly and in any event by such date as is reasonably required by the Supplier for the Supplier to comply with its own obligations in this agreement. If the Client fails to comply with the foregoing, then without prejudice to any other right of the Supplier:
    • the Supplier shall not be liable for any losses arising from the Client delay;
    • the date for performance of any subsequent related obligations of the Supplier shall be postponed by a period equal to the period of Client delay; 
    • the Supplier shall be entitled to charge the Client a reasonable additional charge for lost or wasted time; and
    • If any period or periods of Client delay last at least six months, the Supplier is entitled at any time thereafter to invoice the Client for the entire balance of the agreed fixed fee which has not been invoiced previously.
• Client obligations and acknowledgments
  • The Client agrees to:
    • ensure that Client Material is any form reasonably specified by the Supplier and is otherwise suitable for reproduction or incorporation into the Website without further preparation or alteration, unless otherwise expressly agreed;
    • provide the Supplier with such additional information and documents as it may reasonably request for the proper performance of the Services and to respond to any requests for approval within seven days of request; 
    • ensure that any confidential information provided to the Supplier is clearly labelled as such; 
    • keep backup copies of all information and documents supplied by it to the Supplier; and
    • generally provide reasonable and prompt co-operation to the Supplier in supplying the Services.
  • The Client acknowledges that it, and not the Supplier, bears full legal responsibility for the content of all Client Material and for all content hosted by the Supplier in connection with the Services including Client Material uploaded by the Supplier on the Client’s behalf and Supplier Content.
  • If the Supplier provides any Supplier Content, the Supplier makes no warranty that it is accurate or up to date or legally compliant or suitable for the Client’s purposes. It is the Client’s responsibility to carefully check it before use and satisfy itself that it is suitable for the Client’s purposes including by taking any appropriate legal or other professional advice (e.g., in connection with Legal Documents). The Client uses or relies on the Supplier Content at its own risk. 
• Fees
  • The Client shall pay the Supplier’s fees as agreed by the parties in writing .
  • The Client shall pay any expenses incurred by the Supplier (including in acquiring Third-Party Material) provided they are approved by the Client in writing before being incurred.

One-off Services

• Unless otherwise agreed in writing, the Client shall pay:
  • for Website Development: 50% of the agreed fee in advance and the balance:
    • upon Launch (where the Website is hosted by the Supplier); or 
    • upon delivery (where not hosted by the Supplier);
  • for any other One-off Services: 50% of the agreed fee in advance and the balance upon delivery of the relevant deliverable (except where the Supplier requires 100% to be paid in advance, e.g., email and SMS marketing campaigns). 
• The Client agrees that the Supplier is entitled not to start work until any applicable upfront fee has been paid and that all subsequent deadlines shall be postponed accordingly. 
• Unless otherwise stated in writing, the following are not included in any fees quoted and are separately chargeable at the Supplier’s applicable rates to the extent that the Supplier agrees to undertake such work:
  • correcting errors in the Client Material as supplied to the Supplier;
  • correction of bugs except insofar as this agreement provides that such errors shall be corrected at the Supplier’s expense; and
  • any changes requested by the Client which are outside the scope of those specifically provided for in this agreement.

Recurring Services

• Unless otherwise agreed in writing, the Client shall pay:
  • any applicable set-up, onboarding or equivalent fee; and
  • the recurring fees either annually or Monthly in advance as applicable (or within 30 days of invoice in the case of SEO/PPC).
• The Supplier may change its fees for Recurring Services at any time by giving the Client at least 30 days’ notice in writing before the next renewal date. The new fees will take effect on the renewal date unless the Client gives notice to stop the applicable Service rolling over as provided for below. 

General

• Unless otherwise specified above, the Supplier’s fees including any additional fees are payable within seven days of invoice.
• All fees quoted are subject to VAT which shall be payable in addition by the Client at the applicable rate.
• The Client shall pay the Supplier’s fees without any withholding, deduction, counterclaim or setoff.  
• The Supplier may charge interest to the Client on overdue sums (both before and after judgment) at the rate that would be applicable for the time being if the amount due was a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.
  • The Client agrees that, if any fees due to the Supplier are unpaid, the Supplier is entitled:
    • not to Launch, or to disable, the Website and/or not to supply or transfer or make available to the Client any files comprising the Website and/or any other deliverable and/or any domain name; and/or
    • to suspend all or any other Services and to decline to reinstate suspended Services unless it has received all outstanding payments and/or any assurances from the Client which (acting reasonably) the Supplier considers satisfactory. 
• Changes
  • Unless otherwise stated herein or agreed in writing, the Client is allowed a maximum of three rounds of changes to each deliverable except edited video footage for which one round of changes is permitted. Any additional changes are subject to the Supplier’s agreement including payment of the Supplier’s applicable fees and to any applicable deadline or other changes specified by the Supplier. The Supplier is entitled to terminate this agreement in relation to the relevant Services if the Client fails to approve any material within the number of rounds of changes specified above, in which case the Client shall be liable to pay for all Services performed up to the date of termination based on the Supplier’s standard rates. 
• Acceptance of Website
  • The Client shall be deemed to have accepted the Website if and when:
    • in respect of each page of the Website:
      • the Client has approved it;
      • the Client has not responded to a request for approval within the specified timescale: or
      • the Supplier has made the changes requested by the Client up to the maximum allowed number of rounds of changes as specified above; or
    • the Website is Launched.
• Termination and suspension
  • This agreement takes effect when it is formed whether by exchange of emails or otherwise. 
  • Insofar as this agreement relates to Recurring Services provided on a monthly basis, and unless otherwise agreed in writing, this agreement continues until terminated as follows:
    • The Client is entitled to terminate the contract with effect from the end of the following Month (or three Months in the case of SEO) by giving notice in writing to the Supplier.
    • The Supplier is entitled to terminate the contract at any time by giving at least 30 days’ notice in writing to the Client. 
  • Insofar as this agreement relates to hosting and/or any other Recurring Services supplied on an annual basis, and unless otherwise agreed in writing, this agreement continues for 12 months from the start of the Month following the start of supply of the applicable Service. The agreement continually rolls over for subsequent 12-month periods unless either party gives written notice to end this agreement at least 30 days before the end of the then-current period. Notice must be given by email. Ending the contract does not entitle the Client to a refund.
  • Either party may terminate this agreement immediately on notice in writing if the other:
    • is in material default of its obligations under this agreement and (where remediable) has failed to substantially remedy the default within 30 days after notice in writing (not email) is given to the defaulting party specifying the default; or
    • suffers, or threatens to suffer, any form of insolvency, receivership, administrative receivership, administration or ceases, or threatens to cease, to carry on business. 
  • Upon the expiration or termination of this agreement for any reason:
    • the Client shall pay the Supplier for all Services performed up to the date of termination; 
    • if applicable, on request within 14 days of termination, and subject to there being no outstanding fees due to the Supplier and to payment of the Supplier’s applicable website packaging or other transition fee, the Supplier shall take reasonable steps to supply or make available or transfer to the Client (i) any files comprising the Website (excluding Premium Add-Ons) and (ii) any applicable domain name;
    • accrued rights and liabilities will be unaffected; 
    • all licences shall terminate; and 
    • all clauses which are expressed or clearly intended to survive termination shall survive together with any other provision necessary for the interpretation or enforcement of this agreement. 
  • The Supplier (including its upstream providers) is entitled without notice and without liability to suspend the Services for repair, maintenance, improvement or other technical reason. For any planned maintenance, the Supplier will endeavour to provide reasonable notice. 
  • The Supplier may without refund suspend or terminate this agreement and/or remove, delete or disclose hosted or other data immediately with or without notice in writing:
    • in the event of Exceptional Circumstances; or
    • if the Supplier is required to do so by Applicable Laws or competent authorities or its upstream providers.

In the event of suspension, the Client remains liable to pay for the Services during the period of suspension if the Client is at fault. The Supplier is entitled to make resumption of suspended Services subject to reasonable conditions including payment of a reasonable reconnection fee.

• Warranties 
  • Subject to the other terms of this agreement, the Supplier warrants that it shall supply the Services with reasonable care and skill.
  • If the Supplier hosts the Website, the Supplier warrants that it shall at the Supplier’s expense use reasonable endeavours to correct any functional bugs in the Code which are notified to it by the Client in writing during the Warranty Period but excluding those bugs which in the Supplier’s reasonable consideration arise from or related to any of the Excluded Matters and (to avoid doubt) excluding new feature requests. 
  • For the avoidance of doubt, the Supplier does not warrant that the Website is compatible with any particular platforms, browsers or operating systems except to the extent that the Supplier has specifically stated otherwise in writing.
  • The Supplier shall not be liable for any breach of warranty to the extent that same arises from or is related to any of the Excluded Matters. 
  • The Supplier shall not be liable for breach of warranty under this agreement unless the Client has given the Supplier prompt written notice of the breach and a reasonable opportunity thereafter to rectify the breach at the Supplier’s expense.
  • The Supplier:
    • excludes all implied terms, conditions, warranties and representations howsoever arising that are not expressly stated in this agreement;
    • makes no warranty that the Code is error free or that its use will be uninterrupted or free from vulnerabilities; and
    • makes no warranty in relation to any Third-Party Material.
  • The Clientwarrants that:
    • it owns or has obtained all necessary rights, permissions and licences for the use of the Client Material supplied to Supplierunder this agreement;
    • the Client Material does not and shall not infringe any third party Intellectual Property Rights; and
    • it shall comply with all Applicable Laws in connection with its use of the Website.
• Liability
  • Nothing in this agreement in any way excludes or restricts either party’s liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for any liability which may not legally be excluded or limited. In this section, any reference to the Supplier includes the Supplier’s employees and agents, who have the right to enforce this agreement.
  • Subject to the first clause in this section, the Supplier shall under no circumstances whatever be liable under or in connection with this agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any:
    • loss of profit; loss of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings; or harm to reputation or loss of goodwill; or
    • indirect, consequential or special losses. 
  • Subject to the first clause in this section, the total liability of the Supplier in respect of all other losses arising  under or in connection with this agreement whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, of any kind for any act or omission or series of connected acts and/or omissions shall in no circumstances exceed the total fees payable to the Supplier in respect of the relevant Services complained of (limited to the 12 months before the first act or omission complained of in the case of Recurring Services). 
  • The Client agrees to indemnify the Supplier against all claims and liabilities related to the Client’s use of the Website or breach of this agreement except insofar as the Supplier is at fault. 
  • This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any previous communications or agreements between the parties in relation to such matters including any proposals or presentations (unless otherwise expressly stated in this agreement). Both parties acknowledge that there have been no misrepresentations and that neither party has relied on any pre-contractual statements. 
• Intellectual Property Rights 
  • Subject to payment of all of the Supplier’s fees in full (including for unrelated Services), the Supplier assigns to the Clientwith full title guarantee the copyright and all other Intellectual Property Rights in the Code, the Supplier Content (except Legal Documents) and the Other Material but excluding:
    • any elements of the Code that form part of the generic functionality of the Code and which are not written specifically by the Supplier at the request of the Client including any developer tools or routines; and 
    • any unused text, designs, layouts, video footage or other material.
  • Subject to payment of all of the Supplier’s fees in full, the Supplier grants to the Client a non-transferrable, licence to use the Online Tools within the UK for the purpose of the Client’s own website during the period of this agreement.
  • Subject to payment of all of the Supplier’s fees in full, the Supplier grants to the Client a worldwide licence, or undertakes to procure for the Client the right, to use any Third-Party Material solely for the purpose of the applicable Service subject to the Client being bound by and agreeing to comply with any applicable third-party licence terms and, in the case of Premium Add-Ons, any such licence terminates upon the termination of this agreement in relation to the relevant Service (e.g., hosting in the case of the Third-Party Material within the Website). Insofar as the Third-Party Material includes any open-source code, the Client is entitled to use such code in accordance with the terms of the applicable open-source licence. 
  • Subject to payment of all of the Supplier’s fees in full, the Supplier grants to the Client a worldwide licence to use the Legal Documents solely in conjunction with the Website. For the avoidance of doubt, the Client is not entitled to sell or distribute the Legal Documents. 
  • All Intellectual Property Rights in the Client Material shall remain the exclusive property of the Client.
  • If the Client’s use or possession of the Code or any part thereof (excluding the Excluded Matters) in accordance with this agreement is held by a court of competent jurisdiction to constitute an infringement of a third party’s Intellectual Property Rights, then the Supplier shall promptly at its expense and at its option:
    • procure for the Client the right to continue using and possessing the Code or the infringing part; or
    • modify or replace the Code (or part thereof) without detracting from the overall performance of the Code, so as to avoid the infringement.
• Data Protection
  • The Client acknowledges and agrees that the Supplier may process the Client’s personal information in accordance with the terms of its privacy policy which is subject to change from time to time.
  • Insofar as the Supplier acts as a processor, both parties shall comply with the Data Processing Agreement at Schedule 2.
  • The Client agrees to ensure that it has all necessary notices and consents in place to enable lawful collection of personal information by the Supplier in connection with the Website and Online Tools for the duration and purposes of this agreement.
• Accreditation
  • Unless otherwise agreed in writing, the Supplier retains the right to be identified as the creator of the Website and the Client undertakes to include and retain accreditation of the Supplier in the footer on each page of the Website together with a link to the Supplier’s website. 
  • Unless otherwise agreed in writing, the Supplier retains the right to reproduce, publish and display details of and images from the Website and to describe its role in creation thereof on the Supplier’s social media, its own website and in other marketing materials. 
• Confidentiality
  • The Supplier shall in respect of the Client’s confidential information (meaning information in any form of a clearly confidential nature obtained in connection with this agreement)}:
    • make reasonable efforts to keep it confidential and secure, using as a minimum the same degree of care as it uses to protect its own confidential information;
    • not disclose it to anyone else (except professional advisers or employees who need to know the information); and 
    • only use it for the purpose of this agreement.
  • This confidentiality requirements above shall not apply to information which:
    • becomes public knowledge other than through a breach of this agreement;
    • can be shown to have been lawfully in the possession of the recipient before the disclosure took place;
    • is lawfully obtained from a third-party;
    • is disclosed under legal, accounting or regulatory requirements; or
    • is disclosed to any person with a bona fide and legitimate interest in such information who enters into a confidentiality agreement on similar terms to this clause including, but not limited to, a prospective purchaser of or investor in the business of either party and provided that such person undertakes only to use the information for the purpose of such bona fide and legitimate interest.
• Non-solicitation
  • The Client agrees that, during this agreement and for 24 months thereafter, it will not either for itself or for or in conjunction with anyone else solicit, employ, engage or entice away or attempt to do so any employees or subcontractors used by the Supplier, or by any company connected with the Supplier, in connection with the Service.
• General
  • Neither party is liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond that party’s reasonable control including acts of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the contract, strike, lockout or boycott or other industrial action including those involving the party’s or its suppliers’ workforce, or epidemics/pandemics. but excluding circumstances resulting in the Client’s inability to pay
  • Any notice required by this agreement to be given by any party in writing may be given by hand or sent (by special delivery within the UK or by international signed for post outside the UK) to another party at its registered office or such other address as that party may notify to the other party for this purpose from time to time or, unless stated otherwise, by email, subject to the email not having been returned. Notices sent by hand are deemed received on receipt of a signature at the time of delivery. Notices by special delivery are deemed received on the second English business day after posting and by international signed-for post on the fourth English business day after posting. Emails are deemed received when sent.
  • Unless otherwise expressly provided in this agreement, no amendment or variation of this agreement shall be effective unless in writing, expressed to be an amendment to this agreement and signed by a duly authorised representative of each of the parties.
  • The Client shall not be entitled to assign or transfer any of its rights or obligations under agreement without the prior consent in writing of the Supplier not to be unreasonably withheld or delayed.  The Supplier is entitled to subcontract any of its obligations under this agreement but remains liable to the Client for performance of those obligations.
  • The failure of a party to exercise or enforce any right under this agreement shall not he deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
  • If any provision of this agreement is held to be unlawful, void or unenforceable in whole or in part, this agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the offending provision in good faith to achieve the same objects.
  • Save insofar as expressly provided otherwise in this agreement, no third party may enforce any clause in this agreement under the Contracts (Rights of Third parties) Act 1999. 
  • The relationship of the parties is that of independent contractors. Except as otherwise stated in this agreement, nothing in this agreement shall constitute the parties as partners, joint venturers or co-owners, or constitute any party as the agent, employee or representative of the other(s), or empower any party to act for, bind or otherwise create or assume any obligation on behalf of the other(s), and no party shall hold itself out as having authority to do the same. 
  • This contract is subject to the law, and exclusive jurisdiction of the courts, of England and Wales.

SCHEDULE 1

ADDITIONAL TERMS

• ADDITIONAL TERMS APPLICABLE TO WEBSITE HOSTING SERVICES AND ONLINE TOOLS

Website hosting

• The Client undertakes that bandwidth usage will be reasonably consistent throughout each month, without irregular bandwidth usage patterns or excessive use. If the Client believes that the website may be susceptible to such abnormal usage, the Client agrees to contact the Supplier in advance to discuss the suitability of the Client’s hosting environment. If in its discretion the Supplier considers that the usage of the Website is, or is likely to be, excessive (even if within any applicable package limits) the Supplier is entitled to require payment of excess charges at the Supplier’s then current rates and/or to limit usage and/or to suspend and/or terminate this agreement in relation to hosting immediately without notice. 
• The Supplier reserves the right to alter the hosting environment to one with broadly like-for-like features, as long as reasonable notice is given and the Supplier takes reasonable steps to minimise disruption. 
• The Client obtains no rights over any IP addresses allocated to the Supplier’s servers or otherwise arising in connection with the Supplier’s hosting services. The Supplier retain ownership and control of such IP addresses. 
• On request of the Client within 14 days of termination, and subject to there being no outstanding fees due to the Supplier and to payment of the Supplier’s applicable website packaging or other transition fee, the Supplier shall take reasonable steps to assist the Client in migrating the hosting to a new provider. 

General

• Any backup Service offered by the Supplier is subject to any restrictions specified in connection with the Service including as to frequency of backups, retention period and restoration. Unless otherwise stated, backups will be taken once daily and retained for up to 30 days.
• The Client undertakes not to store or upload or permit the storing or uploading of any data which:
  • is defamatory, threatening, harassing, invasive of privacy, offensive, vulgar, racist, hateful, discriminatory, obscene, pornographic, sexually suggestive, promoting of self-harm, misleading, abusive, violent or deceptive;
  • infringes any intellectual property or other rights of others;
  • involves spamming, phishing or scamming or similar; 
  • contains any malware, viruses, or other potentially destructive computer programs or security threats; or 
  • which the Supplier otherwise reasonably considers to be inappropriate.
• The Client agrees to comply with the acceptable use policy of the Supplier’s upstream providers located at https://www.cloudways.com/en/terms.php#policy  and https://aws.amazon.com/service-terms/ or any alternative that the Supplier notifies to the Client including by posting on the details on the Supplier’s website.
• ADDITIONAL TERMS APPLICABLE TO SECURITY CERTIFICATES (SSL)
  • Provided that the Client has provided the Supplier with the necessary information, the Supplier will apply on the Client’s behalf to the provider of the security certificate which the Client has requested. The Supplier gives no guarantee of success. 
  • If a certificate is issued, the Supplier will liaise with the provider to arrange for it to install the certificate on the relevant server so that it can be used in conjunction with the Website. 
  • Unless otherwise stated, digital certificates do not automatically roll-over and are subject to the renewal/re-application procedures of the relevant provider. 
  • The Supplier has no other obligations or responsibilities in relation to digital certificates except insofar as expressly stated in this agreement.   
  • The Client agrees to comply with any applicable terms and conditions of the relevant certificate provider. 
  • The Client acknowledges that digital certificates are specific to organisation, operating system,domain name (subdomains/host records are treated as separate domains) and IP address and are not transferable. The Client agrees that it will not attempt to transfer or resell digital certificates.
  • The Client agrees to promptly inform the Supplier of any changes to the information on the digital certificate or application including but not limited to organisation name or domain name. 
  • The Supplier is not liable for the actions or omissions of certificate providers.
• ADDITIONAL TERMS APPLICABLE TO DOMAIN NAMES
  • This section applies where the Supplier registers a domain name on behalf of the Client or the Client transfers a domain name to the Supplier in connection with the Services. 
  • Where the Client asks the Supplier to a register a domain name, the Supplier does not guarantee that the domain name is available. The Client must pay the Supplier the applicable registration/renewal fees for the domain name in advance (unless otherwise stated) and within five days of invoice. Domain names cannot be changed or refunded once ordered by the Client. The Client agrees to carefully check the Supplier’s notification of registrations and renewals of domain names and inform the Supplier immediately if anything is incorrect. The Client must not take any action in reliance on ownership of the domain name until the Supplier’s notification that it has been registered.
  • When the Client asks the Supplier to register a domain name, the Client is entering into two contracts – one with the Supplier and one with the relevant registry or registrar or other authority.  The Client agrees to be bound by and comply with all applicable terms and conditions relating to the registration and/or use of the domain names published by the relevant authority (including any applicable domain dispute resolution policies such as the Uniform Dispute Resolution Policy or Nominet’s Dispute Resolution Service). The Supplier is not liable for the acts or omissions of such authorities. In the case of .uk domain names, the Client automatically enters into a contract with the .uk domain registry – Nominet UK – on these terms:  www.nominet.org.uk/nominet-terms. Amongst other things, the applicable terms (including Nominet’s) generally involve the customer consenting to use of their personal data that has been submitted as part of the domain registration process for various purposes relating to the domain name including publication on the relevant Whois look-up service.
  • The Client acknowledges that domain names are subject to deletion after the expiry date. Whether or not the Supplier sends renewal notifications or the domain name is on auto-renew, the Client is ultimately responsible for monitoring diarising the expiry date, requesting renewal and paying any applicable renewal charges in good time before the expiration date. The Supplier is not obliged to renew domain names if the Client has not requested and paid for renewal before the expiry date. The Client acknowledges that domain names will not necessarily be available for redemption after the expiry date. The Client is liable for paying any additional redemption fees that do apply.
  • If hosting Services are terminated, the Supplier shall have no further obligations relating to the domain name.
  • The Supplier may in the Supplier’s discretion cancel, take ownership, dispose of and/or refuse to register, release or renew any domain name:
    • if so required by the Supplier’s upstream provider;
    • in the event of Exceptional Circumstances concerning that domain name;
    • if any fees are overdue whether relating to the domain name or otherwise; or
    • if the Supplier is required to do so by Applicable Laws or competent authority.
  • The Supplier shall use reasonable endeavours to respond to domain name enquiries within 12 Business Hours.
• ADDITIONAL TERMS APPLICABLE TO SUPPORT/MAINTENANCE

Support

• If applicable, the Supplier’s support service is available only via the contact methods and during Business Hours. Any support is only intended to address configuration and proper use of, or any errors or interruptions arising from, the hosting Service. The Supplier does not commit to any particular response times or outcomes. Any response times given are estimates only and are calculated in Business Hours. 
• the Supplier shall not be obliged to supply support:
  • in relation to any Excluded Matters;
  • in relation to faults arising from external or malicious causes such as power surges, acts of God, pests, theft or vandalism and viruses or denial of service attacks; or
  • if any fees are due by the Client to the Supplier in respect of any Services.
• The Supplier may in its discretion provide additional support beyond that covered by this agreement but it reserves the right to charge for such additional support at its then current standard rates.

Maintenance

• As regards plugin maintenance, the Supplier’s service involves taking reasonable steps to monitor for plugin vulnerabilities and to install any updated plugins issued by the operator of the relevant plugin within 30 days of the Supplier being notified of the vulnerability. If the operator does not issue an updated plugin within 30 days, the Supplier shall take reasonable steps to remove the plugin and shall notify the Client accordingly. The Supplier is not obliged to take any steps beyond those stated above or to fix any particular problem, unless otherwise agreed in writing with the Client and subject to the Supplier’s additional fees. The Client acknowledges and accepts the risk of loss or damage arising from when the vulnerability occurs until the operator’s updated plugin (if effective) has been issued and installed.
• Unless otherwise agreed in writing, the Supplier’s maintenance service includes updating Website content. The extent of such updates is subject to the Supplier’s fair use policy (maximum two hours in any four-week period) and they do not in any case include development of new code or new design work. Any additional changes that the Supplier agrees to implement are chargeable at the Supplier’s standard rates.
• ADDITIONAL TERMS APPLICABLE TO SEO/PPC SERVICES
  • The Client agrees to provide the Supplier with reasonable access to the relevant website and/or third-party accounts to enable the Supplier to supply such Services (except insofar as the Supplier already has such access). 
  • The Client acknowledges the following:
    • The Client is responsible for payment on request (including in advance where required) of applicable third-party fees payable to the relevant advertising service (e.g., Google, Bing, Facebook etc) as well as SEO-related fees for expedited listing, backlinks or other similar services if the Client opts for such services.
    • The Supplier has no control over search engine policies or algorithms, which may affect a website’s search engine ranking/traffic/revenue including whether the website is listed in any particular search engine at all.
    • Due, amongst other things, to competition for keywords and search engine algorithm changes, the Supplier does not guarantee that any website will achieve any particular level of ranking/traffic/revenue. 
    • Despite the Supplier’s services, the Client’s rankings may go down as well as up. 
    • New websites are sometimes deliberately suppressed by search engine operators (known as “sandboxing”) until their viability or other conditions set by the operator are satisfied.
    • The Supplier cannot guarantee that any inbound links generated by the Supplier will be maintained by the relevant third party. The Supplier will take reasonable steps during the contract to monitor these links and the Supplier will try to have any removed links reinstated but the Supplier cannot guarantee success. 
    • The Supplier is not responsible for the effects of any steps taken without the Supplier’s approval (e.g., alterations to websites or creation of backlinks) which have a negative effect on search rankings, e.g., because the backlinks have been created in “bad neighbourhoods” or “link farms”. The Supplier is entitled to charge extra fees at the Supplier’s then standard hourly rates if the Supplier agrees to remedy such negative effects. 
• ADDITIONAL TERMS APPLICABLE TO VIDEOGRAPHY SERVICES
  • The Client is responsible for procuring all necessary consents and licences for the filming.
  • The Client shall:
    • ensure that the filming venue is a safe and suitable location for the Supplier to provide its services;
    • provide reasonable access for the Supplier’s staff; and
    • procure the safety of the Supplier’s staff and equipment.
  • The Client acknowledges that the Supplier is entitled to withdraw from any Client’s venue and suspend any Services immediately if the Supplier has any concerns as to the safety or security of its staff or equipment. The Client is responsible for any consequent costs.
  • The Client is entitled to cancel any filming appointment by notice in writing but, if the Client gives less than 30 days’ notice, the Supplier is entitled to retain the advance payment as a cancellation fee and the Client must make a new advance payment of the same amount if it rebooks. 
  • The Supplier is entitled to cancel any appointment if there are exceptional circumstances, e.g., illness. If so, the Supplier will provide the Client with as much notice as is reasonably practicable and will contact the Client to rearrange.  

SCHEDULE 2

DATA PROCESSING AGREEMENT

Definitions

• In this agreement:
  • “controller”, “processor”, “data subject”, “personal data” and “processing” have the same meanings as set out in Data Protection Laws;
  • “Data” means any personal data of Visitors processed in connection with the Services; 
  • “Data Protection Laws” means all applicable data protection and privacy laws, regulations and guidance including guidance or codes of practice issued by the Information Commissioner’s Office (“ICO”) from time to time; and
  • “Visitors” means users of the Website hosted by the Supplier and/or any Online Tools licensed to the Client.

Data processing

• The following are the details of the processing to be carried out by the Supplier in relation to Data:
  • Subject matter: Data of Visitors provided or made available to the Supplier in connection with hosting. 
  • Duration of the processing: The period of the relevant Services.
  • Nature and purpose of the processing: To enable the Supplier to supply the Services to the Client. 
  • Type of personal data: Identity, contact, transaction, usage, profile and/or other Data of Visitors collected via the hosted Website.
  • Categories of data subject: Visitors.
  • Obligations and rights of the controller: See below.
• The Supplier agrees to the following in relation to such Data:
  • to process the Data in accordance with Data Protection Laws (and nothing in this agreement relieves the obligations of the Supplier of its own direct responsibilities and liabilities under Data Protection Laws);
  • to process the Data only so far as is necessary for the purpose of performing the Services;
  • process the Data (including when making international transfers) only in accordance with the Client’s documented instructions (including as set out in this agreement) unless the law requires otherwise in which case the Supplier shall inform the Client before processing (unless the law prohibits the Supplier from so doing);
  • if transferring Data outside the UK (which you authorise us to do), to comply with any legal basis for transfer including use of applicable standard contractual clauses created by the ICO;
  • not disclose Data to anyone other than to its employees or agents except insofar as permitted in this agreement and shall ensure that those persons are subject to an obligation of confidentiality in relation to the Data;
  • maintain technical and organisational security measures (including where applicable in relation to encryption, pseudonymisation, resilience of processing systems, backing up personal data in order to be able to reinstate the system and testing) sufficient to comply with the obligations imposed on the Client under Data Protection Laws;
  • not subcontract any processing of Data without the Client’s prior written consent and;
    • the Client is deemed to consent to sub-processing by the Supplier’s current upstream host and any other sub-processors listed below and/or on the Supplier’s website as of the date of this agreement; and
    • the Supplier shall give the Client at least 14 days’ notice in writing of the proposed appointment of any new sub-processor in which case the following shall apply:
      • if the Client does not object within such period, the Client will be deemed to have consented to the appointment of the new sub-processor; and
      • if the Client does object within such period, the Client is entitled within 14 days of such objection to terminate this agreement to the extent that it relates to services which require the use of the proposed sub-processor;
  • in respect of any sub-processors:
    • impose on the sub-processor the same obligations in relation to Data that are imposed on the processor under this agreement; and
    • the Supplier remains fully liable to the Client for the performance of the sub-processor’s obligations;
  • take reasonable steps to assist the Client in complying with the Client’s own obligations under Data Protection Laws including:
    • responding to subject access requests;
    • keeping Data secure;
    • notifying data subjects about personal data breaches;
    • carrying out any data protection impact assessment (”DPIA”); and
    • consulting with the relevant supervisory authority where applicable following a DPIA;
  • on termination of this agreement, at the Client’s option either delete or return all Data to the Client within 14 days, unless the Supplier is legally required to retain the Data; 
  • make available to the Client all information necessary:
    • to demonstrate compliance with its obligations relating to Data both in this agreement and under Data Protection Laws; and
    • to submit and contribute to audits carried out by the Client or an auditor appointed by the Client; and
  • immediately inform the Client if in its opinion a Client instruction does not comply with Data Protection Laws.

Replacement of this schedule

• The Supplier may at any time on not less than 30 days’ notice revise this Schedule 2 by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the ICO Information Commissioner.