Website Development, SEO & Internet Marketing, Social Media & Website GDPR Compliance
Terms & Conditions of Website Development & Hosting Services
Subject to change at any time.
Designs on the Web Ltd. (the Designers) agrees to provide the web site design services outlined in the above proposal and the Client agrees to pay the costs set out above in accordance with these terms and conditions.
II. The Designers exercises no control whatsoever over the accuracy, legality or otherwise of the information provided by the Client for the inclusion of their (the Client's) web pages. The contents of the pages (exclusive of header and footer information) are solely the responsibility of the Client or other party contracting with the Designers for its display. The contents of header and footer information on any page, including hyperlinks to other pages or services, are the responsibility and in the sole control of the Designers. The Designers accepts no responsibility for any errors, omissions in any of the content on the site.
III. THE DESIGNERS DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE INFORMATION AND SERVICE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FULFILLMENT OF ANY PARTICULAR PURPOSE, TITLE, AUTHORITY OR NON INFRINGEMENT.
IV. IN NO EVENT WILL THE DESIGNERS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RELATING TO THE PRODUCTS OR SERVICES ADVERTISED IN THE CLIENT'S WEBSITE OR FROM ANY ACTIONS RELATING TO COPYRIGHT OF MATERIAL SUPPLIED BY THE CLIENT.
V. Where a site is to be uploaded to an area of web space including any registered domain name or names not owned or rented by the Designers, in providing a password and/or account number, the Client hereby agrees that:
V.1.1. They (the Client) has and will continue to have legal ownership to the web space at the declared Uniform Resource Locator (URL) and
V.1.2. They (the Client) have completed all legal requirements and payments concerning the rental or hiring of the declared Uniform Resource Locator (URL) and in the event of the termination of this agreement for any reason the Client will be solely entitled to and responsible for the registration of the relevant domain name or names from the effective date of that termination with the legal owner of the web space. The Designers will not be liable for any action arising from non-payment of monies to the legal owners of the web space at the declared URL. The Designers hereby agree not to disclose any password or account number provided by a Client to a third party without express permission from the Client. Further, no password will be changed from that provided by the Client by the Designers, without the prior written approval of the Client.
VI. CONTENT MANAGEMENT SYSTEM INSTALLATIONS:
Manageable areas of the Content Management System (CMS) is wholly dependent on the design selected by the client. If a third party, other than Designs on the Web, is supplying the design, there may be restrictions in accessing areas of the website that can be controlled or edited within the CMS.
Unless specified in the signed website development agreement, the CMS editing function will be limited to the body of the web pages and may not necessarily include access to the top, bottom and side page banners; navigational menus and global footers.
Unless specified in signed website development agreement, the client will retain 100% ownership of the web page design only (ownership is not applicable to proprietary software and programs such as databases, e-commerce and/or content management systems).
VII. Where it is agreed between the Designers and the Client that a website will be loaded to an area of webspace owned or rented by the Designers, the Client's web page or pages will be hosted for a period of twelve months from date of the Designers invoice to the Client for the design service ordered herein. Termination of hosting arrangements will occur at the end of the twelve-month period unless payment for a further period is received before the expiry of the aforementioned period. Rates for renewal will be those extant at that time. The Designers reserve the right not to renew any hosting arrangements made hereunder but agree to take all necessary steps to facilitate the transfer of the Client’s web page or pages in a compatible format to the Client for a fee.
VIII. The Designers reserve the right to refuse to include in any page, information either textual or graphical, that in their opinion may be considered abusive, indecent, offensive, illegal, defamatory or menacing or in breach of confidence, copyright, privacy, trademarks or any other rights of a third party.
IX. Unless specifically agreed otherwise, payment is required in full from the Client for all design and services ordered on completion of the design process, prior to publication to the Internet or no later than eight (8) weeks after receipt of the initial deposit, whichever occurs first. Late payments shall incur interest at 4% above Lloyds Bank base rate of interest calculated on a daily basis from the due date until the Client makes payment in full.
X. Unless explicitly stated, website registration and promotion forms no part of any contract between the Client and Designs on the Web Ltd., or its employees or agents.
XI. The Designers will not be held responsible for the removal or inclusion of any page or pages of a Client's website in any search engine or internet directory resulting from any attempt by the Client or a third party to affect directory listings by completing multiple registrations of a page or pages.
XII. If the project is terminated by the Client for any reason after completion of first draft website design, the Designers remain entitled to full payment of an agreed-upon fee. If the project is terminated prior to first draft completion, the Designers remain entitled to full payment of all hours invested by me prior to the termination of the project. Deposits and retainers may only be applied to future project billing and are not refundable.
XIII. The Designer reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these terms and conditions.
XIV. Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
XV. This agreement shall be governed by the English law and each of the parties agrees to for the benefit of the other party to be subject to the exclusive jurisdiction of the English courts in respect of any dispute or claim arising from this agreement. This agreement is void where prohibited by law.
XVI. By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges having read, understand, and accept the Terms and Conditions of this Agreement and agrees to be legally binding by these Terms and Conditions.
Terms & Conditions of Website Hosting Services
2. Glossary of Terms
We include the Website Owner - www.designsontheweb.com - ("Website" or "Website Owner" or "we" or "us" or "our") or any party acting on the Website Owner's implicit instructions.
You ("you", "your", "Customer") includes the person purchasing the services or any party acting on the customer's instructions.
Server means the computer server equipment operated by us in connection with the provision of the Services.
Web Site means the area on the Server allocated by us to you for use by you as a site on the Internet.
In consideration of the mutual covenants herein, the parties agree to the following, which shall apply during the term of this agreement
3. Web Site Hosting And Email
3.1 Any website designed by Designs on the Web which requires proprietary software or programming for databases, e-commerce and/or content management systems must be hosted by a hosting service selected solely by Designs on the Web. The customer will retain 100% ownership of the web pages design. The customer will have no ownership (0%) of any proprietary software or programming for databases, e-commerce and/or content management systems
3.2 We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server.
3.3 You shall effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the Server.
3.4 You represent, undertake and warrant to us that you will use the Web Site allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that.
3.3.2 You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.
3.3.3 You will not post, link to or transmit:
(a) any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, blasphemous, profane or otherwise objectionable in any way.
(b) any material containing a virus or other hostile computer program.
(c) any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trademark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
3.3.4 You will not send bulk email whether opt-in or otherwise from our network. Nor will you promote a site hosted on our network using bulk email.
3.3.5 You will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.
3.4 We reserve the right to remove any material which we deem inappropriate from your web site without notice. We do not host Warez or illegal MP3 content.
3.5 You shall keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information.
3.6 You shall observe the procedures which we may from time to time prescribe and shall make no use of the Server which is detrimental to our other customers.
3.7 You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.
3.8 In the case of an individual User, you warrant that you are at least 16 years of age and if the User is a company, you warrant that the Services will not be used by anyone under the age of 16 years.
3.9 Any access to other networks connected to www.designsontheweb.com must comply with the rules appropriate for those other networks.
3.10 While we will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email.
4. Service Availability
4.1 We shall use our reasonable endeavours to make available to you at all times the Server and the Services but we shall not, in any event, be liable for interruptions of Service or downtime of the Server.
4.2 We shall have the right to suspend the Services at any time and for any reason, generally without notice, but if such suspension lasts or is to last for more than 7 days you will be notified of the reason.
4.3 The Services provided to you hereunder and your account with us cannot be transferred or used by anyone other than you. No more than one log-in session under any one account may be used at any time by you. If you have multiple accounts, you are limited to one login session per system account at any time; user programs may be run only during log-in sessions. If your account is found to have been transferred to another party or shows other activity in breach of this subclause, we shall have the right to cancel the account and terminate the Services and/or this Agreement immediately.
5.1 All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us on our website and shall be due and payable in advance of our service provision. We reserve the right to change pricing at any time although all pricing is guaranteed for the period of prepayment.
5.2 All payments must be in UK Pounds Sterling.
5.3 If your cheque is returned by the bank as unpaid for any reason, you will be liable for a "returned cheque" charge of £35.00.
5.4 Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend the provision of Services to you.
5.5 If an account goes unpaid for at least seven days, a £20.00 late payment fee will be applied.
5.6 If an account goes unpaid for at least ten days, the account and its associated services are suspended. A £150.00 charge will be applied upon account reactivation to cover administration costs.
5.7 Once an account has a suspended status, Access to files, databases and other content is explicitly denied. All files, databases and other content including the account itself is permanently deleted after ten days of account suspension.
5.8 Should access to files, databases and other content be required before they are deleted, account reactivation will be required.
6.1 If you fail to pay any sums due to us as they fall due, we may suspend the Services and/or terminate this Agreement forthwith without notice to you.
6.2 If you break any of these terms and conditions we may suspend the Services and/or terminate this Agreement forthwith without notice to you.
6.3 If you are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors, we shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to you.
6.4 No refunds will be made for Services suspended in accordance with 6.1, 6.2 and 6.3.
6.5 We reserve the right to suspend the Services and/or terminate this Agreement at any time.
6.6 You may cancel the Services by giving us a 20-day notice in writing.
6.7 On termination of this Agreement or suspension of the Services we shall be entitled immediately to block your Web Site and to remove all data located on it.
6.8 Termination / Transfer of hosting services will be calculated on a pro-rata basis of twenty per cent (20%) of the annual hosting fee plus a £50 administration fee.
6.9 If your website is hosted on a third-party platform, i.e., the Wix Hosting Platform, you are subject to their Terms and Conditions for cancellation of any hosting service. Please be advised that you can only cancel your Wix Premium Plan within the first 14 days of purchase and receive a full refund. You will need to allow a minimum of 30 days for your refund to be processed. Please note that If you request cancellation after the first 14 days after purchase, it is not possible to receive a refund.
7.1 You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these terms of business and any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement.
8. Limitation Of Liability
8.1 All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, subject always to subclause 8.2.
8.2 Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
8.3 Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim.
8.4, In any event, no claim shall be brought unless you have notified us of the claim within one year of it arising.
8.5 In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever
9.1 www.designsontheweb.com reserves the right to revise, amend, or modify these Terms and Conditions, and any of our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.
10.1 Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved to be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.
11. Applicable Law
11.1 This Agreement shall be governed by and construed in accordance with English law and you hereby submit to the non-exclusive jurisdiction of the English courts.
12.1 Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
13. Entire Agreement
13.1 These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.
14. Comments or Questions.
Terms & Conditions of SEO & Social Media Marketing
1.1. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England.
“Client” means the person, company, firm or body engaging the Service Provider to perform search engine optimisation services (“SEO Services”), or other recurring services (“Other Recurring Services”) on the Client’s World Wide Web site (the “Web Site”).
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether the information is expressly stated to be confidential or marked as such).
“Designated Search Engines” means the search engines on which the Service Provider shall apply the SEO Services and/or Other Recurring Services with a view to improving the ranking of the Website.
“Fee” means the consideration payable to the Service Provider for the SEO Services and/or Other Recurring Services as defined in Clause 6.
“Initial Fee” means the first sum payable to the Service Provider under Clause 6.
“Intellectual Property Rights” means
(a) all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions.
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a).
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights.
“Keyword Report” means the keywords that the Service Provider will provide SEO Services and/or other relevant Other Recurring Services for.
“Order Forms” means the forms that constitute the order.
“Other Recurring Services” means and other recurring services in accordance with the terms and conditions of this Agreement. These services include, but not limited to, domain name registration and management, social media, SSL Certification, STD Codes and Consultancy.
“Required Information” means the information which the Client must supply to the Service Provider to enable the Service Provider to conduct the SEO Services and/or Other Recurring Services.
“SEO Services” means the SEO services to be provided by the Service Provider to the Client in accordance with the terms and conditions of this Agreement.
“Website SEO” means the application of the SEO services and relevant Other Recurring Services to the Website including, but not limited to, the editing of the Website.
“The Service Provider” means Designs on the Web Ltd. a company registered in England and Wales under number 5396788 whose registered office is at Kemp House 152 - 160 City Road London EC1V 2NX (“the Service Provider”) and who carries on business providing search engine optimisation services (SEO), Other Recurring Services (“Other Recurring Services”) of sites on the World Wide Web.
“Web Site” means the Client’s World Wide Web site to be developed by the Service Provider pursuant to this Agreement.
“World Wide Web” means a global computer network of servers and files containing text and graphics accessible through use of hypertext transfer protocol.
2.1 These Terms and Conditions are to be read in conjunction with and form part of the Order Form. The Client acknowledges and agrees that by signing the Order form it accepts these Terms and Conditions.
2.2 Quotations submitted by the Service Provider shall remain active for acceptance by the Client for a period of 21 days from the date of the quotation unless it is withdrawn by the Service Provider.
2.3 A contract will only become binding upon acceptance of the order by signing or counter signing and dating of the order and returning it by the Client.
3. ENGAGEMENT OF THE COMPANY
3.1 The Client hereby engages the Service Provider to provide SEO Services and/or Other Recurring Services and confirms that these terms and conditions are to read in conjunction with our separate Order Form/s which the Client acknowledges safe receipt of.
3.2 The Service Provider shall finalise the agreed keyword, if not done so at the time of the order, by (“the Completion Date”).
3.3 The Client shall provide the Required Information to the Service Provider within an agreed period (“the Delivery Date”). If the Client fails to deliver the Required Information on the Delivery Date, the Completion Date shall increment by one day for each day that the delivery of the Required Information is delayed.
3.4 The ongoing SEO Services and/or Other Recurring Services shall continue on a month-to-month rolling contract period and can be terminated by The Client at any time in writing via email to: firstname.lastname@example.org.
3.4 The Service Provider shall be responsible for the quality of the SEO Services and/or Other Recurring Services and shall ensure that all work is performed with reasonable care and without limitation, is wholly responsible for ensuring that anyone authorised by it to perform all or any part of the SEO Services and/or Other Recurring Services shall also do so competently and with reasonable care.
4. NATURE OF ENGAGEMENT
4.1 The Service Provider shall always be responsible for organising how and in what order the SEO Services and/or Other Recurring Services are performed.
4.2 The engagement under this Agreement is mutually non-exclusive and the Service Provider shall be entitled, at its own expense, to subcontract the performance of the SEO Services and/or Other Recurring Services.
4.3 The engagement and appointment of the Company under this Agreement does not create any mutual obligations on the part of the Client or the Service Provider to offer or accept any further engagement and no continuing relationship shall hereby be created or implied.
5. THE SEO / OTHER RECURRING SERVICES
5.1 The Service Provider shall provide SEO Services and/or Other Recurring Services in accordance with this Agreement and in particular Clause 3.
5.2 The Service Provider shall not incur any charges to the Client, without the prior written agreement and authorisation of the Client.
5.3 [The Website SEO shall be performed directly and all changes to the Website shall be uploaded directly to the host server via FTP. The Client shall provide the required access credentials including, but not limited to FTP details.]
[The Service Provider shall not have FTP access to the Website and the Website SEO materials shall be submitted to the Client for uploading by the Client or a third party appointed by the Client.]
5.4 The Company shall produce the following monthly deliverables by the end of each month:
5.4.1 A Google Ranking Report
5.4.2 Any Website SEO Revisions
5.5 The Client understands and acknowledges the following:
5.5.1 Submitting your website to any search engine does not guarantee that your website will be listed. It does however greatly increase the likelihood. The time period for websites to appear on search engine listings vary and the Service Provider can thus not guarantee that the Website will appear immediately on the Designated Search Engines or that its position will change immediately from that which it held prior to the SEO Services and/or Other Recurring Services being performed.
5.5.2 The Service Provider cannot control search engines and cannot provide any guarantee that any of the Designated Search Engines will not change their policies or functionality in such a way that will have a detrimental effect on the ranking of the Website following the completion of the SEO Services.
5.5.3 The Service Provider accepts no responsibility for any detrimental effect on the Website’s search engine rankings which results from any activity of the Client or any third party including, but not limited to, alterations to the Website.
5.5.4 The Service Provider makes no guarantee that the SEO Services and/or Other Recurring Services will result on the Website appearing in the top 10 search results on the Designated Search Engines.
6.1 In consideration of the SEO Services and/or Other Recurring Services the Client shall pay to the Service Provider the Initial Fee as detailed on our invoice
A monthly amount to be agreed as detailed on our invoice
7 INTELLECTUAL PROPERTY
7.1 Upon receipt in full by the Service Provider of all sums due under Clause 6, the copyright and any and all other Intellectual Property Rights subsisting in any and all materials created by the Service Provider in the course of providing the SEO Services and/or Other Recurring Services shall be deemed to be assigned to the Client and the Service Provider shall be deemed to have waived all moral rights in respect of such work arising out of Chapter IV of the Copyright Designs and Patents Act 1988.
7.2 The Service Provider further warrants that all Intellectual Property Rights subsisting in all materials created for or on behalf of the Service Provider by third party consultants, contractors, sub-contractors or similar, shall be assigned to the Service Provider by such third parties and will, where relevant, be subject to the requirements of sub-Clause 7.1.
7.3 Nothing in this Agreement shall vest any rights on the Website in the Service Provider and sub-Clause 7.1 shall affect the assignment of any Intellectual Property Rights which may arise to the benefit of the Service Provider on the Website to the Client.
8 SERVICE PROVIDERS WARRANTIES AND INDEMNITY
8.1 The Service Provider represents, warrants, undertakes, and agrees with the Client as follows:
8.1.1 the work produced during the SEO Services and/or Other Recurring Services shall be original to the Service Provider and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person.
8.1.2 the work produced in the course of the SEO Services and/or Other Recurring Services shall not, under the laws of England and Wales be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material which has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any analogous domestic or foreign legislation and nothing contained in the work will, if published, constitute a contempt of court;
8.1.3 the Service Provider shall not assign, licence, transfer, encumber or otherwise dispose of any rights of copyright or any other rights in or to the work produced in the course of the SEO Services and/or Other Recurring Services except pursuant to this Agreement and shall not enter into any agreement or arrangement which might conflict with the Client’s rights under this Agreement or might interfere with the Service Providers performance of its obligations under this Agreement;
8.2 The total liability of the Service Provider under this Agreement shall be limited an equivalent sum which represents the total amount paid to the Service Provider for the provision of its services pursuant to this agreement.
9 CLIENT’S WARRANTIES AND INDEMNITY
9.1 The Client represents, warrants, undertakes, and agrees with the Service Provider as follows:
9.1.1 the Website shall be original to or otherwise owned by the Client and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person.
9.1.2 the Website shall not, under the laws of England and Wales be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material which has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any analogous domestic or foreign legislation and nothing contained in the Website will constitute a contempt of court;
9.1.3 the Client shall not enter into any agreement or arrangement which might conflict with the Service Providers rights under this Agreement or might interfere with the Service Providers performance of its obligations under this Agreement.
9.1.4 subject to sub-Clause 8.2 the Client hereby undertakes to indemnify the Company and keep the Service Provider at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision the legal costs of the Service Provider on a solicitor and own-client basis), awards, or damages howsoever arising – directly or indirectly – as a result of any breach or non-performance by the Client of any of the Client’s undertakings, warranties, or obligations under this Agreement.
9.2 The total liability of the Client under this Agreement shall be a total indemnity in respect of any loss of profit sustained by the Company or the total sum needed to compensate the Service Provider arising from clause 9.1.4 above.
10.1 Both Parties undertake that, except as provided by sub-Clause 10.2 or as authorised in writing by the other Party, they shall always during the continuance of this Agreement and for a period of two years after its termination:
10.1.1 keep confidential all Confidential Information.
10.1.2 not disclose any Confidential Information to any other party.
10.1.3 not use any Confidential Information for any purpose other than as contemplated by this Agreement.
10.1.4 not make any copies of record in any way or part with possession of any Confidential Information; and
10.1.5 ensure that (as applicable) none of its directors, officers, employees, agents, or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 10.
10.2 Subject to sub-Clause 10.3, either Party may disclose any Confidential Information to:
10.2.1 any of their sub-contractors, substitutes, or suppliers.
10.2. 2 any governmental or other authority or regulatory body; or
10.2.3 any of their employees or officers or those of any party described in sub-Clauses 10.2.1 or 10.2.2.
10.3 Disclosure under sub-Clause 10.2 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 10.2.2 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
10.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
10.5 When using or disclosing Confidential Information under sub-Clause 10.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.
10.6 The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
11.1 Either party may terminate this Agreement by giving the other party not less than three months written notice.
11.2 This Agreement will remain in effect for the period that the parties agree that the Service Provider will provide the SEO Services.
11.3 Either party shall have the right, exercisable by giving not less than three months written notice to the other prior to the expiry of the period agreed between them, or any other further period for which this Agreement has been extended pursuant to this provision to extend this Agreement for a further period of one year.
11.4 Without prejudice to the generality of sub-Clause 11.1, this Agreement shall terminate, notwithstanding any other rights and remedies the Parties may have, in the following circumstances:
11.4.1 either Party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within 28 days of written notice of such failure from the other Party.
11.4.2 an encumbrancer takes possession, or where the other Party is a Service Provider, a receiver is appointed, of any of the property or assets of that other Party.
11.4.3 the other Party makes any voluntary arrangement with its creditors or being a Service Provider, becomes subject to an administration order (within the meaning of the Insolvency Act 1986).
11.4.4 the other Party, being an individual or firm, has a bankruptcy order made against it or being a Service Provider, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the Service Provider resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the other Party under this Agreement).
11.4.5 anything analogous to any of the foregoing under the law of any authority occurs in relation to the other Party.
11.4.6 the other Party ceases, or threatens to cease, to continue business; or
11.4.7 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this Clause 11, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
11.5 The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the Parties under this Agreement.
12 EARLY CANCELLATION CLAUSE
12.1 In the event that the Client terminates this agreement within 12 months from the date of the contract, or the agreement is terminated by the Service Provider prior to the expiration of the 12-month period mentioned above due to the default of the Client then we will suffer a substantial loss. To liquidate in advance the sum that should represent such damages, the Client agrees to pay a fee equivalent to that which represents the loss which the Service Provider has sustained had the contract not been terminated within the first year.
13 NATURE OF AGREEMENT
13.1 This Agreement is personal to the Parties and neither Party may assign, mortgage, or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.
13.2 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
13.3 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
13.4 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
14.1 The Parties agree that, if one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
15.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by:
15.1 delivering it by hand.
15.1.2 sending it by pre-paid registered First-Class post to address Designs on the Web Ltd, Kemp House 152 - 160 City Road, London EC1V 2NX: or sending it by electronic transmission to the other party at the address email@example.com.
15.1.4 Any notice or information given by post in the manner provided by Clause 15.1.2 which is not returned to the sender as undelivered shall be deemed to have been given to the second day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.
15.1.5 Any notice or information sent by electronic transmission, facsimile transmission or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent as provided in Clause 15.1.3 to the other party at the address given in Clause 15.1.3 within 24 hours after transmission.
16 ALTERNATIVE DISPUTE RESOLUTION
16.1 Any dispute or difference arising between the Parties relating to this Agreement or its subject matter shall be referred to a single arbitrator to be agreed upon by the Parties or, failing such agreement, to be appointed by the then President of the Law Society, such arbitrator to have all the powers conferred upon arbitrators by the laws of England and Wales.
16.2 The Parties hereby agree that the decision of the Arbitrator shall not be final and binding on both Parties.
17 LAW AND JURISDICTION
17.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
17.2 Subject to the provisions of Clause 15, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.