DEVELOP AND PROMOTE TERMS AND CONDITIONS
1. DEFINITIONS AND GENERAL
1.1 “Develop and Promote” means the member of the Group that has accepted the Client’s request to provide the Services.
1.2 “Client” means any person, partnership or company whose request for the provision of services is accepted by Develop and promote.
1.3 For the avoidance of doubt Develop and Promote itself shall have no liability whatsoever to the Client under these conditions.
1.4 These conditions shall apply to all services provided by Develop and Promote to the Client (“Services”) unless otherwise agreed in writing. These conditions shall take effect to the exclusion of any other terms and conditions of the Client or otherwise. No prior correspondence, addition to, variation or waiver of these conditions shall be binding unless agreed in writing by Develop and Promote. The headings in these conditions shall not affect their construction or interpretation.
2. PROVISION OF SERVICES
2.1 Develop and Promote shall provide the Services according to the written instructions received from the Client from time to time for the fee agreed in writing. In default of agreement Develop and Promote shall charge for the Services at its usual rates for such work.
2.2 Where a member of Develop and Promote staff is named as the person to provide the Services Develop and Promote shall be entitled, on giving reasonable notice, to use other staff of comparable skill and experience to supply the Services.
2.3 Unless otherwise agreed in writing Develop and Promote may correspond by the Internet or other electronic media. In such cases Develop and Promote will take reasonable steps to safeguard the security of the information transmitted, but will not accept liability for its security and confidentiality beyond these steps.
2.4 Each email account is limited to 400 MB space on the server and reasonable traffic is to be considered.
3. THE CLIENT’S OBLIGATIONS
3.1 The Client warrants that all information provided by or for him to Develop and Promote will be full and accurate.
3.2 The Client will be responsible for assessing the recommendations and advice given by Develop and Promote and for any commercial decisions that it makes. The Client is responsible for taking into account the limitations in the instructions given to Develop and Promote, and commercial and other factors, of which the Client and its other advisors are, or should be aware.
3.3 The Client will ensure that all legislative health and safety requirements are complied with in relation to employees of Develop and Promote working on the Client’s premises.
3.4 The Client will ensure that its employees attending Develop and Promote premises will comply with statutory and Develop and Promote health, safety, welfare, information technology and security arrangements.
3.5 Delivery, maintenance and insurance of materials and equipment provided by the Client shall be the responsibility of the Client. Develop and Promote will be responsible for its own materials and equipment.
3.6 The Client will indemnify Develop and Promote against claims brought or threatened by third parties (including all liabilities, losses, reasonable legal fees and internal management and administrative costs arising from such claims) as a result of or connected with the Services except to the extent that Develop and Promote are legally liable to the Client.
4. PAYMENT TERMS
4.1 Unless otherwise agreed in writing all sums due to Develop and Promote are due within 14 days of the invoice date. Develop and Promote reserves the right unilaterally to vary payment terms by giving prior written notice.
4.2 If any payment is not made to Develop and Promote by the due date: (I) Develop and Promote reserves the right to cease to provide the Services and, if it thinks fit, terminate the contract; (ii) the Client agrees that payment for all Services carried out by Develop and Promote up to that date shall become due and payable forthwith whether or not an invoice has been issued in respect of that work and notwithstanding that 30 days may not have expired since the invoice date; and (iii) Develop and Promote reserves the right to charge interest on any overdue payment at the statutory rate (Interest Act 1998).
4.3 The Client shall reimburse Develop and Promote for all expenses properly incurred by Develop and Promote in the discharge of the Services.
4.4 Develop and Promote reserves the right to take up credit, bank and other references.
5. DEVELOP AND PROMOTE WARRANTIES AND LIABILITY
5.1 Develop and Promote will use reasonable skill and care in carrying out the Services. Develop and Promote advice is based upon the business climate and circumstances prevailing at the time the advice is given. Develop and Promote accepts no responsibility for any external factors, which may later change or fluctuate or have which Develop and Promote cannot reasonably be, expected to be aware.
5.2 The parties agree that Develop and Promote advice will only apply in the context of the instructions given by the Client to Develop and Promote. Develop and Promote will not accept liability for use by the Client in any other circumstances.
5.3 Any advice or recommendations given by Develop and Promote as part of the Services will not be binding on Develop and Promote unless confirmed by Develop and Promote in writing.
5.4 Any work carried out for the Client by Develop and Promote outside the Services and for which Develop and Promote does not charge the Client shall not be, or deemed to be, subject to any contract between Develop and Promote and the Client. Develop and Promote will not expect or agree to the Client relying upon such work and Develop and Promote excludes all liability in contract and in tort, including for negligence, for such work.
5.5 Develop and Promote will not be liable for any of the following arising from the provision of the Services (including arising from Develop and Promote negligence): (I) loss of anticipated profits or expected future business; (ii) damage to reputation or goodwill; (iii) damages, costs or expenses payable by the Client to any third party; (iv) loss of any order or contract; or (v) indirect or consequential loss of any kind.
5.6 Develop and Promote will not be liable for (I) any failure or delay in carrying out the Services attributable to any act or omission, or delay by the Client, its employees or contractors; or (ii) any products supplied by a third party.
5.7 The Client shall bring any claim related to the Services within two years of (I) the relevant incident; or (ii) the date when the Client ought reasonably to have been aware of the existence of the claim. Develop and Promote excludes liability for claims brought outside this time limit.
5.8 Nothing in this clause 5 shall limit the liability of Develop and Promote for death or personal injury caused by its negligence.
6.1 Without prejudice to their other rights, a party may terminate the contract if (I) the other party commits a material irremediable breach or fails to remedy a material and remediable breach within 21 days of receipt of written notice to do so; (ii) the other party has an administrator or administrative receiver appointed over all or any of its assets or goes into insolvent liquidation; or (iii) an event within the scope of condition 9.2 prevents or delays Develop and Promote from carrying out the Services for 60 consecutive days or more.
6.2 Payment for all Services carried out up to and including the date of termination shall be due on termination by the client pursuant to condition 6.1.
6.3 Payment due on termination by Develop and Promote pursuant to condition 6.1 shall include: (I) payment for all Services carried out up to and including the date of termination; and (ii) reimbursement to Develop and Promote of the cost of any commitments entered into by Develop and Promote on the assumption that it would supply all the Services.
6.4 Upon leaving Develop and Promote and moving the domain name to another provider Develop and Promote will charge reasonable administration costs for the work and costs involved in the transfer, The Client will make full payment of the transfer and administration costs before they are released.
6.5 Any ongoing work requires at least 1 month's written notice to cancel or if longer 1 month's written notice before the end of the fixed-term contract.
7. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
7.1 Subject to the following and to clause 2.3 Develop and Promote will treat as confidential all trade secrets and confidential information received from the Client relating to the Services concerning the Client or its business. Develop and Promote will not disclose such information to a third party without the prior written consent of the Client. Develop and Promote may use information obtained while providing the Services for the compilation of statistics.
7.2 All information and advice provided by Develop and Promote to the Client is for the sole use of the Client and shall not be disclosed or made available by the Client to any third party without the prior written consent of Develop and Promote.
7.3 Neither party shall be prevented from disclosing information which: (I) is or becomes public knowledge; (ii) is or becomes known from other sources without restriction on disclosure; (iii) is required to be disclosed by law; or (iv) the recipient party can prove is or has been independently developed by the recipient.
7.4 The Client will neither display nor use either the name “Develop and Promote” or the Develop and Promote logo nor will the Client disclose to any third party Develop and Promote involvement in the Services without the prior written consent of Develop and Promote, unless legally required to do so.
7.5 All copyright in working papers, reports and other materials produced by Develop and Promote shall vest in Develop and Promote, but the Client may circulate copies of such within its own organisation.
8.1 If two or more parties engage Develop and Promote to supply Services in respect of a particular contract then such parties shall be jointly and severally liable for payment for the Services.
8.2 Develop and Promote will not be liable for any failure or delay in carrying out the Services due to any circumstances beyond its reasonable control.
8.3 Any notice by either party shall be deemed to have been properly given if delivered by hand, or sent by first class recorded delivery post to the other party at its address notified in writing, and shall be deemed to have been delivered two working days after the date of posting.
8.4 Any condition found to be invalid or unenforceable shall be severed, and the remaining conditions shall continue to be valid and enforceable as if the contract had been agreed without the invalid or unenforceable condition.
8.5 The contract to which these terms and conditions apply shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.
8.6 Condition 7 shall remain enforceable irrespective of termination of the contract or completion of the Services for whatever reason. Termination or completion shall not prejudice the accrued rights or liabilities of either party.
8.7 A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any condition of this Contract. This does not affect any right of a third party, which exists other than pursuant to that Act.
8.8 Develop and Promote operates a standard record retention period for contract delivery information of six years post final invoice. By specific contract instructions this may be varied to meet client requirements. Secure retention beyond the standard period may attract an additional charge.
8.9 Develop and Promote will be able to send information to you about their services and products, including newsletters and circulars.