Terms And Conditions – Using Our Services
Our website address is: https://leadfly.co.uk.
Effective Date: 1st August 2023
Introduction
Welcome to LeadFly! These terms of service (“Terms”) govern your use of our website and the services we provide to clients. Please read these Terms carefully before accessing or using our services. By using our website and engaging with our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, please refrain from using our website and services.
By placing an order with LeadFly via telephone, email, verbal, or any other means of communication, you confirm that you are in agreement with, and bound by the terms and conditions below. A selection of telephone calls both to and from our office are recorded for monitoring and training purposes.
Definitions:
- The Client: The company or individual requesting the services of LeadFly.
- LeadFly: Primary designer/site owner & employees or affiliates.
General
LeadFly will carry out work only where an agreement is provided either by email, telephone, mail or fax. LeadFly will carry out work only for clients who are 18 years of age or above. An ‘order’ is deemed to be a written or verbal contract between LeadFly and the client, this includes telephone and email agreements.
Design For Print
LeadFly provides file formats in pdf, doc, tiff, and jpeg formats. If the original file is requested by the client from LeadFly, this may carry a charge to provide original working files, graphics and required fonts for editing.
LeadFly has the right to display all design works carried out on LeadFly unless otherwise requested by the client.
Website Design
Whilst every endeavour will be made to ensure that the website and any scripts or programs are free of errors, LeadFly cannot accept responsibility for any losses incurred due to malfunction, the website, or any part of it.
The website, graphics and any programming code remain the property of LeadFly until all outstanding accounts are paid in full.
Any scripts, cgi applications, php scripts, or software (unless specifically agreed) written by LeadFly remain the copyright of LeadFly and may only be commercially reproduced or resold with the permission of LeadFly.
LeadFly cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
All written content is to be supplied by the client in electronic form enabling LeadFly to ‘cut & paste’ it into the project itself. This content will be implemented/ inserted only once and all further changes will be the client’s responsibility or will be at at our standard hourly rate (£120 plus VAT).
LeadFly is not responsible for proof reading or spell checking this content, and we strongly advise all clients to check this content carefully before its submission.
Any additions to briefs provided will be carried out at the discretion of LeadFly, and where no charge is made by LeadFly for such additions, LeadFly accept no responsibility to ensure such additions are error free, and reserve the right to charge an according amount for any correction to these or further additions.
The client agrees to make available as soon as is reasonably possible to LeadFly all materials required to complete the site to the agreed standard and within the set deadline.
LeadFly will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
LeadFly will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner. eg. Any disputes re content/images that have been provided to us for inclusion on the site.
LeadFly will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.
LeadFly will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.
A non-refundable deposit of 50% is required with all of our projects before any design work will be carried out.
Staged payments are required throughout the life of a project as detailed in our written proposal; if those payments are not fulfilled LeadFly reserves the right to halt all work on the project until they are paid.
All payments are required before upload to a live server.
After project commencement a reasonable amount of time (4hours) is set aside for meetings (face-to-face, Skype, Google hangouts, conference call, telephone call) in every web design and development project. Every phone call and meeting is timed using industry approved “productivity and invoicing” software and this time is deducted from the overall allowance. LeadFly has the right to invoice for any excess time over and above this limit at its standard hourly rate (£120 plus VAT).
At various stages of the project LeadFly will seek written approval from the client before moving to the next stage. Subsequent changes to previously approved content will be chargeable at our standard hourly rate (£120 plus VAT).
For example, having approved website artwork, once sent for development all changes will be chargeable.
LeadFly has the right to display all design works carried out on https://leadfly.co.uk unless otherwise requested by the client.
LeadFly has the right to insert the statement “website made by LeadFly” into the footer of every website developed, along with a link back to https://leadfly.co.uk. Removal of this statement and associated link is subject to a fee of not less than 20% of the original website cost and needs to be requested in writing by the client.
Once a website has been designed and completed, the final balance of payment is then due in accordance with our payment terms. There are no exceptions to this, i.e If the client decides they no longer want the site, as they have commissioned the work and paid a deposit they are still obliged to pay for the work that has been done. LeadFly will accept no delay in payment caused by any third party action such as your hosting company not being able to implement your build correctly, or domain company delaying the transfer of your domain or any technical issues therein. Non payment will result in legal action being taken if necessary. Once full payment is received for a website, it is assumed that the project has been completed to the client’s satisfaction and no refunds can be offered.
Database, Application And Ecommerce
LeadFly cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.
Any scripts, applications or software (unless specifically agreed) written by LeadFly remain the copyright of LeadFly and may only be commercially reproduced or resold with the permission of LeadFly.
Where applications or sites are developed on servers not recommended by LeadFly, the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the client’s responsibility to provide a suitable testing environment which is identical to the final production environment.
The client is expected to test fully any application or programming relating to a site developed by LeadFly before being made generally available for use. Where “bugs”, errors or other issues are found after the site is live, LeadFly will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.
Compatibility
LeadFly will endeavour to ensure that any developed/designed site or application will function correctly on the server it is initially installed on and that it will function correctly when viewed with the latest version of web browsing software Microsoft Internet Explorer, Chrome, Firefox, and Safari, for both mac and PC to an acceptable level. LeadFly can offer no guarantees of correct function with all browser software. LeadFly also accepts no responsibility for issues on different devices such as iphone, ipad etc.
Website Hosting
No guarantees can be made as to the availability or interruption of the web hosting service, and LeadFly cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.
LeadFly reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate the hosting service should the necessity arise. Website hosting is not included in any website package, and after 30 days, all clients must make their own arrangements or consult with LeadFly about their available packages. Failure to do so may result in a website being suspended.
Website Optimisation
Due to external factors, such as changes to the way search engines rank websites, we cannot offer any guarantees regarding the position we will achieve for websites. The process of optimising websites itself will bring in more traffic and hits and you’ll see visits increase to your site naturally. We cannot accept liability for any change in rankings, or drop off in the position of your website due to changes in the algorithms of the search engines or the factors that they use to rank websites.
We use ‘white hat techniques’ when optimising websites and always aim to achieve a top ten ranking for your website within 12 months of undertaking the optimisation process. Due to the work involved payment is generally required in advance and we are unable to offer a refund of any monies to clients in relation to this type of work.
LeadFly reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial.
Payment Of Accounts
A deposit is required from any new client before any work is carried out. It is LeadFly policy that any outstanding accounts for work carried out by LeadFly or its affiliates are required to be paid in full, no later than 10 days from the date of the invoice unless by prior arrangement with LeadFly.
Once a deposit is paid and work completed you are obliged to pay the balance of payment in full. We will contact clients via email and telephone to remind them of such payments if they are not received when due.
If accounts are not settled or LeadFly have not been contacted regarding the delay, access to the related website may be denied and web pages removed, we will then pass such cases to the Small Claims Court to pursue payment, non payment can result in county court judgements (CCJ’S) being added to the client’s credit rating.
Following consistent non payment of an invoice our Solicitors will contact the client in question, with a view to taking the matter further, and if need be to seek payment through legal procedures, and if necessary court summons.
Rush Rates
To better manage our work flow, we have a rush charge policy. Charges on rush jobs will be 150% of our regular rates. A rush job is defined as: A project needing to be started in less than 48 business hours OR worked on outside of these hours. Business hours are from 9:00 AM until 6:30 PM Monday through Friday.
We have a very clear understanding of the need to turn jobs around quickly. But this does mean that we have to stop all other client work to accommodate yours.
When you order a job that is a rush, please specify the time it is needed. We will confirm our ability to meet the schedule and verify that rush charges apply. If you order a job ASAP, we will produce it as soon as the schedule allows. Sometimes these jobs will be produced in less than 24 hours. This is not a guarantee and will incur rush charges.
We anticipate that only a small number of jobs will actually fall under our rush charge category.
Hosting / PPC Management / Social Media Management / Inbound & Blogging Provision
Full terms and conditions are available upon request.
The Client shall have the right, by giving not less than 3 full calendar months written notice to the Service Provider to upgrade, downgrade or request alteration to the services provided and the Service Provider shall have the right, by giving not less than 1 months written notice to the Client to adjust the level of Fees due in relation to the Services provided.
Either Party may terminate this Agreement by giving to the other not less than 3 months written notice, at any time.
All landing pages designed and developed by LeadFly on their specialist conversion rate optimisation landing page platform remain the property of LeadFly in perpetuity, and their provision will be removed on the cessation of our Google AdWords PPC service by either party.
Complaints Procedure
Informal Procedure
Anyone who experiences a problem with their web service provided by LeadFly should raise the matter directly using our online contacts or form to do so, giving sufficient information to locate the material (such as a url), and clearly outlining the grounds for complaint.
LeadFly will approach the individual responsible for the material in question with a view to resolving the matter to the satisfaction of the complainant.
Formal Complaints Procedure
The formal complaints procedure should only be used where the complainant feels that the nature of the complaint is too serious to be dealt with informally, or where a satisfactory conclusion has not been reached after following the informal procedure.
A formal complaint should be made in writing to LeadFly, who will acknowledge receipt and ensure that the matter is looked into as soon as possible.
An initial response to any complaint can be expected within seven days of its receipt; a full and considered response to the complaint should be completed within 30 days and any subsequent remedy implemented with the minimum of delay.
The Terms And Conditions Of This Site
1. Acceptance: The Use Of LeadFly Terms And Conditions
Your access to and use of LeadFly is subject exclusively to these Terms and Conditions. You will not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions. By using the Website you are fully accepting the terms, conditions and disclaimers contained in this notice. If you do not accept these Terms and Conditions you must immediately stop using the Website.
2. Credit Card Details
LeadFly will never ask for your credit card details and we advise our customers to not enter their credit cards details on the LeadFly website, or by submitting such details in any other form.
3. Legal Advice
The contents of the LeadFly website do not constitute advice and should not be relied upon in making or refraining from making, any decision.
All material contained on LeadFly is provided without any warranty of any kind. You use the material on LeadFly at your own discretion
4. Change Of Use
LeadFly reserves the right to:
4.1 change or remove (temporarily or permanently) the Website or any part of it without notice, and you confirm that LeadFly shall not be liable to you for any such change or removal and.
4.2 change these Terms and Conditions at any time, and your continued use of the Website following any changes shall be deemed to be your acceptance of such change.
5. Links To Third Party Websites
LeadFly Website may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that we are not responsible for the content or availability of any such sites.
6. Copyright
6.1 All copyright, trade marks and all other intellectual property rights in the Website, and its content (including without limitation the Website design, text, graphics, and all software and source codes connected with the Website) are owned by or licensed to LeadFly or otherwise used by LeadFly as permitted by law.
6.2 In accessing the Website you agree that you will access the content solely for your personal, non-commercial use. None of the content may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder. This excludes the downloading, copying and/or printing of pages of the Website for personal, non-commercial home use only.
7. Links To And From Other Websites
7.1 Throughout this Website you may find links to third party websites. The provision of a link to such a website does not mean that we endorse that website. If you visit any website via a link on this Website you do so at your own risk.
7.2 Any party wishing to link to this website is entitled to do so provided that the conditions below are observed:
(a) you do not seek to imply that we are endorsing the services or products of another party unless this has been agreed with us in writing;
(b) you do not misrepresent your relationship with this website; and;
(c) the website from which you link to this website does not contain offensive or otherwise controversial content or, content that infringes any intellectual property rights or other rights of a third party.
7.3 By linking to this Website in breach of our terms, you shall indemnify us for any loss or damage suffered to this Website as a result of such linking.
8. Disclaimers And Limitation Of Liability
8.1 The Website is provided on an AS IS and AS AVAILABLE basis without any representation or endorsement made, and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
8.2 To the extent permitted by law, LeadFly will not be liable for any indirect or consequential loss or damage whatever (including without limitation loss of business, opportunity, data, profits) arising out of or in connection with the use of the Website.
8.3 LeadFly makes no warranty that the functionality of the Website will be uninterrupted or error free, that defects will be corrected or that the Website or the server that makes it available are free of viruses, or anything else which may be harmful or destructive.
8.4 Nothing in these Terms and Conditions shall be construed so as to exclude or limit the liability of LeadFly for death or personal injury as a result of the negligence of LeadFly or that of its employees or agents.
9. Indemnity
You agree to indemnify and hold LeadFly and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against LeadFly arising out of any breach by you of these Terms and Conditions or other liabilities arising out of your use of this Website.
10. Severance
If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable.
11. Waiver
If you breach these Conditions of Use and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Conditions of Use.
12. Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the law of GB, and you hereby submit to the exclusive jurisdiction of the GB courts.
13. Our Contact Details
Our Office Address:
The Old Free School,
George Street,
Watford,
Hertfordshire
WD18 0BX
LeadFly
Tel: 0800 110 5923
For any further information please email LeadFly Team
Where we use providers based in the US, we may transfer data to them if they are part of the Privacy Shield which requires them to provide similar protection to personal data shared between Europe and the US. For further details, see European Commission: EU-US Privacy Shield.
Standard Google Adwords Terms And Conditions- Which Apply To Every Client As Standard
By placing an order with LeadFly via telephone, email, verbal, or any other means of communication, you confirm that you are in agreement with and bound by the terms and conditions below.
Between:
(1) LeadFly. of The Old Free School, George Street,
Watford, Hertfordshire County WD18 0BX
(“the Service Provider”) and
(2) You, “The Client”
Whereas:
(1) The Service Provider provides PPC Management services to business clients. The Service Provider has reasonable skill, knowledge and experience in that field.
(2) The Client wishes to engage the Service Provider to provide the services set out in this Agreement, subject to the terms and conditions of this Agreement.
(3) The Service Provider agrees to provide the services set out in this Agreement to the Client, subject to the terms and conditions of this Agreement.
It Is Agreed As Follows:
1. Definitions And Interpretation
a. 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 the UK;
“commencement date” – means the date on which provision of the Services shall commence, as set out in sub-Clause 9.1;
“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 or not the information is expressly stated to be confidential or marked as such);
“fees” – means any and all sums due under this Agreement from the Client to the Service Provider, as specified in Schedule 2;
“services” – means the services to be provided by the Service Provider to the Client in accordance with Clause 2, as fully defined in Schedule 1, and subject to the terms and conditions of this Agreement; and
“term” – means the term of this Agreement as set out in Clause 9.
b. Unless the context otherwise requires, each reference in this Agreement to:
A “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
i. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
ii. “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
iii. a Schedule is a schedule to this Agreement; and
iv. a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
v. a “Party” or the “Parties” refer to the parties to this Agreement.
c. The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
d. Words imparting the singular number shall include the plural and vice versa.
e. References to any gender shall include the other gender.
f. References to persons shall include corporations.
2. Provision Of The Services
a. With effect from the Commencement Date, the Service Provider shall, throughout the Term of this Agreement, provide the Services to the Client.
b. The Service Provider shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the PPC Management sector in the United Kingdom.
c. The Service Provider shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are
compatible with the specification of Services provided in Schedule 1.
d. The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
e. The Service Provider may, in relation to certain specified matters related to the Services, act on the Client’s behalf. Such matters shall not be set out in this Agreement but shall be agreed between the Parties as they arise from time to time.
f. The Service Provider shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.
3. Client’s Obligations
a. The Client shall use all reasonable endeavours to provide all pertinent information to the Service Provider that is necessary for the Service Provider’s provision of the Services.
b. The Client may, from time to time, issue reasonable instructions to the Service Provider in relation to the Service Provider’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided in Schedule 1.
c. In the event that the Service Provider requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
d. If any consents, licences or other permissions are needed from any third parties, it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
e. If the nature of the Services requires that the Service Provider has access to the Client’s premises or any other location, access to which is lawfully controlled by the Client, the Client shall ensure that the Service Provider has access to the same at the times to be agreed between the Service Provider and the Client as required.
f. Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of this Clause 3 shall not be the responsibility or fault of the Service Provider.
4. Fees, Payment And Records
a. The Client shall pay the Fees to the Service Provider in accordance with the provisions of Schedule 2 and this Clause 4.
b. The Service Provider shall invoice the Client for Fees due in accordance with the provisions of Schedule 2.
c. All payments required to be made pursuant to this Agreement by either Party shall be made within 10 Business Days of receipt by that Party of the relevant invoice.
d. All payments required to be made pursuant to this Agreement by either Party shall be made in £GBP in cleared funds to such bank in the UK as the receiving Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.
e. Where any payment pursuant to this Agreement is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.
f. Without prejudice to sub-Clause 9.4.1, any sums which remain unpaid following the expiry of the period set out in sub-Clause 4.3 shall incur interest on a daily basis at 4% above the base rate of the Bank Of England from time to time until payment is made in full of any such outstanding sums.
g. Each Party shall:
i. keep, or procure that there are kept, such records and books of account as are necessary to enable the amount of any sums payable pursuant to this Agreement to be accurately calculated;
ii. at the reasonable request of the other Party, allow that Party or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them; and
iii. within 1 month after the end of each year, obtain at its own expense and supply to the other Party an auditors’ certificate as to the accuracy of the sums paid by that Party pursuant to this Agreement during that year.
5. Liability, Indemnity And Insurance
a. The Service Provider shall ensure that it has in place at all times suitable and valid insurance.
b. In the event that the Service Provider fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client.
c. The Service Provider’s total liability for any loss or damage caused as a result of its negligence or breach of this Agreement shall be limited to the lower of £5,000 or 3 months Fees.
d. The Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Service Provider.
e. Nothing in this Agreement shall limit or exclude the Service Provider’s liability for death or personal injury.
f. Subject to sub-Clause 5.3 the Service Provider shall indemnify the Client against any costs, liability, damages, loss, claims or proceedings arising out of the Service Provider’s breach of this Agreement.
g. The Client shall indemnify the Service Provider against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Service Provider) caused by the Client or its agents or employees.
h. Neither Party shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
6. Guarantee
a. The Service Provider guarantees that the product of all Services provided shall be free from any and all defects for a period of 1 month following completion of the Services – If the client moves to another hosting provider in this period, we take no responsibility for any changes made outside our control.
b. If any defects in the product of the Services appear during the guarantee period set out in sub-Clause 6.1 the Service Provider shall rectify any and all such defects at no cost to the Client.
7. Confidentiality
a. Each Party undertakes that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 1 year after its termination:
i. keep confidential all Confidential Information;
ii. not disclose any Confidential Information to any other party;
iii. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
iv. not make any copies of, record in any way or part with possession of any Confidential Information; and
v. ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4 above.
b. Either Party may:
i. disclose any Confidential Information to:
1. any sub-contractor or supplier of that Party;
2. any governmental or other authority or regulatory body; or
3. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 7.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 7, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
i. use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
c. The provisions of this Clause 7 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
8. Force
a. No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
b. In the event that a Party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 1 month, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.
9. Term And Termination
a. This Agreement shall come into force on the day that the Services commence and shall continue on an ongoing basis, subject to the provisions of this Clause 9.
b. The Client shall have the right, by giving not less than 3 months written notice to the Service Provider to upgrade, downgrade or request alteration to the Services provided and the Service Provider shall have the right, by giving not less than 3 months written notice to the Client to adjust the level of Fees due in relation to the Services provided.
c. Either Party may terminate this Agreement by giving to the other not less than 3 months written notice, at any time.
d. Either Party may immediately terminate this Agreement by giving written notice to the other Party if:
i. any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within 10 Business Days of the due date for payment;
ii. the other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
iii. an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
iv. the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
v. the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);
vi. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
vii. that other Party ceases, or threatens to cease, to carry on business; or
viii. control of that 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 9, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
e. For the purposes of sub-Clause 9.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
f. The rights to terminate this Agreement given by this Clause 9 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
10. Effects Of Termination
Upon the termination of this Agreement for any reason:
a. any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable;
b. all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect;
c. termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination;
d. subject as provided in this Clause 10 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
e. each Party shall (except to the extent referred to in Clause 7) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
11. No Waiver
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.
12. Further Assurance
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.
13. Costs
Subject to any provisions to the contrary each Party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.
14. Set-off
Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under this Agreement or any other agreement at any time.
15. Assignment And Sub-contracting
a. Subject to sub-Clause 15.2 This Agreement is personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
b. The Service Provider shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of this Agreement, be deemed to be an act or omission of the Service Provider.
16. Time
a. The Parties agree that the times and dates referred to in this Agreement are for guidance only and are not of the essence of this Agreement and may be varied by mutual agreement between the Parties.
17. Relationship Of The Parties
Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.
18. Non-solicitation
a. Neither Party shall, for the Term of this Agreement and for a period of 6 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to this Agreement without the express written consent of that Party.
b. Neither Party shall, for the term of this Agreement and for a period of 6 months after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of that Party.
19. Third Party Rights
a. No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
b. Subject to this Clause 19 this Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.
20. Notices
a. All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
b. Notices shall be deemed to have been duly given:
i. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
ii. when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
iii. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
iv. on the tenth business day following mailing, if mailed by airmail, postage prepaid. In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
21. Entire Agreement
a. 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.
b. 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.
22. Counterparts
This Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
23. Severance
In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
24. Dispute Resolution
a. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
b. Nothing in this Clause 24 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
c. The Parties hereby agree that the decision and outcome of the final method of dispute resolution under this Clause 24 shall be final and binding on both Parties.
25. Law And Jurisdiction
a. 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.
b. Subject to the provisions of Clause 24, 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.