Terms and Conditions
Terms of Website use and General Terms & Conditions
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
TERMS OF WEBSITE USE
OTHER APPLICABLE TERMS
INFORMATION ABOUT US
www.activdmnorthsomerset.co.uk is a site operated by activ digital marketing North Somerset (“We”).
CHANGES TO THESE TERMS
Please check this page from time to time to take notice of any changes we made, as they are binding on you.
CHANGES TO OUR SITE
We may update our site from time to time, and may change the content at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it.
We do not guarantee that our site, or any content on it, will be free from errors or omissions.
ACCESSING OUR SITE
Our site is made available free of charge.
We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.
You are responsible for making all arrangements necessary for you to have access to our site.
[Our site is directed to people residing in the United Kingdom. We do not represent that content available on or through our site is appropriate or available in other locations. We may limit the availability of our site or any service or product described on our site to any person or geographic area at any time. If you choose to access our site from outside the United Kingdom, you do so at your own risk.]
INTELLECTUAL PROPERTY RIGHTS
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
NO RELIANCE ON INFORMATION
The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.
LIMITATION OF OUR LIABILITY
To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.
We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
· use of, or inability to use, our site; or
· use of or reliance on any content displayed on our site.
If you are a business user, please note that in particular, we will not be liable for:
· loss of profits, sales, business, or revenue;
· business interruption;
· loss of anticipated savings;
· loss of business opportunity, goodwill or reputation; or
· any indirect or consequential loss or damage.
If you are a consumer user, please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.
We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any goods by use to you, which will be set out in our Terms and conditions of supply.
We do not guarantee that our site will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
LINKING TO OUR SITE
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
We reserve the right to withdraw linking permission without notice.
If you wish to make any use of content on our site other than that set out above, please contact firstname.lastname@example.org
THIRD PARTY LINKS AND RESOURCES IN OUR SITE
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only.
We have no control over the contents of those sites or resources.
To contact us, please email email@example.com
Thank you for visiting our site.
General Terms & Conditions
1 DEFINITIONS AND INTERPRETATION
1.1 The following definitions and rules of interpretation apply to the Terms. –
“Activ Marketing Group .” is the Provider of the digital marketing services for the Customer.
“Activ Marketing Group td. Website” www.activmarketinggroup.com or any other website from time to time created by Activ Marketing Group .
“Contract” the contract for the provision of the Services between the Provider and the Customer.
“Customer” the individual, firm, company or other party for whom the Provider has agreed to provide the Services in accordance with these Terms.
“Customer Website” the website sold to the Customer by the Provider for the Customer’s use and operation including the domain name (if applicable).
“Delivery Date” the date when the Customer ‘s digital marketing services are finished and approved, or in the case of a domain, is registered by the Provider. and ready to use by consumers.
“Deposit” 50% of the Fees as stated in the Services Order Form are required upfront.
“Documentation” electronic or hard copy information relating to the usage of the Customer digital marketing services together with a username and password where appropriate.
“Fees” the fees for the Services as set out on the Provider’s. Websites or quoted individually for bespoke projects and consultancy and includes the initial registration fee.
“Hosting Renewal Fee” is the fee payable by the Customer to the Provider on the yearly anniversary of the registration of the Website.
“Input Material” any material provided by the Customer relating to the Services, including but not limited to material in the Specification and any document, instruction or information provided by the Customer and added to the Customer Website or other digital marketing services from time to time by the Customer.
“Intellectual Property Rights” copyright, database right, patents, registered and unregistered design rights, registered and unregistered trademarks and all other industrial, commercial or intellectual property rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world.
“Order” the Customer’s order for the Services, which will be based on the Specification and set out on the Services Booking Form.
“Services Booking Form” the invoice in triplicate containing the Terms.
“Services” the website or other digital marketing services design, creation, development and consultancy services which the Provider is to supply in accordance with these Terms and the Specification.
“Specification” the detailed description of the content and functionality of the Website or other digital marketing services and the Documentation to be developed under these Terms.
“The Provider” as stated on the Services Booking Form.
“Terms” the standard terms of supply set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Customer and the Provider.
“Trade Name” “Activ Marketing Group .” or such additional or alternative trade names specified
from time to time in respect of Activ Marketing Group .’s business.
“Writing” and any similar expression, includes facsimile transmission but not electronic mail or other forms of electronic communication.
1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.
1.4 A reference to one gender includes a reference to the other gender.
1.5 References to clauses are clauses of these Terms, unless stated otherwise.
2 BASIS OF THE SUPPLY
2.1 The Provider operates a website design and digital marketing services business under the legal entity The Provider.
2.2 The Contract is between the Customer and The Provider.
2.3 The Contract is not confirmed until it is signed by both parties.
2.4 The Provider has agreed to provide the Services under the Terms and the Customer agrees to pay the Fees for the Services based on the Terms.
2.5 The Services shall be provided in accordance with the Specification.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list on the Provider’s Website or other digital marketing services, acceptance of offer, invoice or other document or information issued by the Provider shall be subject to correction without any liability on the part of the Provider.
2.7 All Input Material shall be at the sole risk of the Customer.
2.8 The Provider’s employees or agents are not authorized to make any representations concerning the Services unless confirmed by the Provider in Writing. In entering into the Contract, the Customer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
3 ORDERS AND SPECIFICATION
3.1 No Order shall be deemed to be accepted by the Provider unless and until confirmed in Writing by the Provider.
3.2 The Customer shall be responsible to the Provider for ensuring the accuracy of the Order, which will be based on the Specification, submitted by the Customer, and for giving the Provider any necessary information relating to the Services within a sufficient time to enable the Provider to perform the Contract in accordance with its Terms.
3.3 The Provider reserves the right to make any changes to the Customer Website or other digital marketing services to ensure that the Customer does not breach clause 6 or any applicable statutory or E.U. requirements, which do not materially affect their quality or performance.
3.4 No Order which has been accepted by the Provider may be cancelled by the Customer except with the agreement in Writing of the Provider and on terms that the Customer shall indemnify the Provider in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Provider as a result of cancellation.
4.1 On the Delivery Date, the Provider shall deliver to the Customer the Customer Website or other digital marketing services together with the Documentation and any further information agreed between the Customer and the Provider.
5 FEES AND PAYMENT
5.1 The Fees shall be as quoted by The Provider . within a proposal current at the date of acceptance of the Order unless agreed to the contrary by The Provider .
5.2 The Customer shall pay the Deposit on signing the Services Booking Form if applicable. Once the Services Booking Form is signed, the Customer acknowledges that the Deposit is non-refundable.
5.3 The Provider will invoice the Customer for the Fees, less any Deposit, on or at any time after the Delivery Date unless the Customer delays or the Provider suspects (or has reasonable grounds to suspect) that the Customer is delaying providing the Input Material or any other information requested by the Provider as a mechanism to avoid payment in full being due, in which case the Provider shall have the right to take full payment from credit card details provided by the Customer. If the project has been approved by an employee of the business the Provider . reserves the right to take payment in full. Each project shall progress for the length of a reasonable amount of time and the client can request a reasonable amount of amends – up to 5 revisions is seen as reasonable. If this is exceeded The Provider . can take payment in full and charge additional fees for further amends.
5.4 The Customer shall pay the Fees within 14 days of the date of the Provider’s invoice. The time of payment of the price shall be of the essence of the Contract.
5.5 The Customer shall pay to the Provider the monthly Hosting Renewal Fee per Website every month.
5.6 The Provider will invoice the Customer for the Hosting Renewal Fee or other services and the Customer shall pay such fees as detailed in the invoice.
5.7 No payment shall be deemed to have been received until the Provider has received cleared funds from the Customer.
5.8 Where the Customer fails to pay the Hosting Renewal Fee or other services within the due date for payment, The Provider . may.
5.8.1 stop the hosting of the Customer Website in relation to which payment has not been received subject always to The Provider . acting reasonably and in good faith. or
5.8.2 recover the Fee due to the Provider from the Customer in accordance with and
as set out in the Services Booking Form.
5.9 Pursuant to clause
5.10 In relation to any additional changes to the Customer Website, the Provider will not charge for any small alterations when they pay a monthly fee, up to 1 hour of edits per month per website, which include any minor text changes. There will be a nominal charge for major alterations, which include changes to the structure of the Customer Website or other digital marketing services, logos and the addition of a new page.
5.11 Where the cost hosting or associated fees increases due to an increase in the cost to The Provider ., which is normally as a result of the increases imposed by internet domain name registries, The Provider . retains the right to increase the Hosting Renewal Fee but will notify the Customer reasonably in advance of the same, giving the Customer a reasoned justification for then increase.
6.1 The Customer shall at its own expense, provide the Provider with the Input Material as reasonably required by the Provider to provide the Services to the Customer.
6.2 The Customer shall ensure that the Input Material is not illegal and against the interests of the public.
6.3 The Customer indemnifies and holds harmless the Provider against any claims that the Provider may be liable to as a result of any Input Material, which is contrary to public interests and/or causes offence.
6.4 The Customer shall use its best endeavours to ensure that the Input Material.
6.4.1 complies with all applicable laws and regulations.
6.4.2 are accurate in relation to facts. and
6.4.3 where the Customer states opinions, that these are genuinely held.
6.5 The Customer acknowledges that the Input Material cannot.
6.5.1 reveal any confidential or sensitive information,
6.5.2 be obscene, offensive, hateful or inflammatory,
6.5.3 promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age,
6.5.4 infringe any copyright, database right or trademark of any other person,
6.5.5 breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence,
6.5.6 contains viruses or other components which are harmful or have contaminating effects on the Customer Website or any equipment connected to it.
6.5.7 be in contempt of court, advocate, promote, incite any third party to commit, or assist any unlawful or criminal act, or
6.5.8 contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
6.6 Both the Provider and the Customer agree that the Trade Name is always displayed in a reasonably prominent position on the homepage of the Customer Website/Video offering all users of the Customer Website/Video a direct link to the Provider . Website.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 The Customer is the owner of all of the Intellectual Property Rights created through the Customer Website or other digital marketing services as set out in the Specification and Input Material.
7.2 The Customer represents and warrants to the Provider that any Input Material furnished or given by the Customer, in the Specification or otherwise, shall not be such as will cause the Provider to infringe any Intellectual Property Rights of a third party in the execution of the Order. The Customer agrees to indemnify the Provider and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Provider, or for which the Provider may become liable, with respect to any claim that any Intellectual Property Rights of a third party have been infringed.
8.1 Where the Customer commits a material breach, which includes a breach of clause 6, of any of the Terms and if such breach is capable of remedy, fails to remedy the breach within 30 days of receiving notice from the Provider specifying the breach and requiring the breach to be remedied.
8.1.1 the Provider shall be entitled to terminate the Contract immediately by notice in writing. and
8.1.2 The Provider . may stop hosting the Customer Website immediately.
8.2 For the avoidance of doubt, a material breach under clause 8.1 includes a breach of clause 5.
8.3 The Contract can be terminated where the Customer is in breach of clause 5.8.
8.4 Either party shall be able to terminate the Contract by giving one month’s notice in writing to the other party if the other party.
8.4.1 enters into liquidation whether compulsorily or voluntarily (otherwise than for purposes of a solvent amalgamation or reconstruction).
8.4.2 becomes insolvent.
8.4.3 ceases to carry on business.
8.4.4 compounds or makes any voluntary arrangement with its creditors.
8.4.5 is the subject of a notice of appointment of an administrator, or a notice of intention to appoint an administrator or liquidator.
8.4.6 is unable to pay its debts as they fall due.
8.4.7 has an encumbrance take possession of, or a receiver or administrative receiver appointed over, all or any part of its assets. or
8.4.8 takes or suffers any similar action due to debt.
8.5 The termination of the Contract for any reason shall not affect any rights and/or obligations.
8.5.1 accrued before the date of termination or expiry. or
8.5.2 expressed or intended to continue in force after and despite expiry or termination.
8.6 Upon terminating the contract, if the Customer wishes to transfer the website to a 3rd party, there will be a £100+VAT charge.
8.6.1 No plugin licences will be included in the transfer.
9 WARRANTIES AND LIABILITY
9.1 The Provider warrants to the Customer that the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification. Where the Provider provides any third-party material, being any material owned, supplied or licensed by a third party that are used in undertaking the Services at the request of the Customer, the Provider does not give any warranty, guarantee or other term as to its quality, or otherwise.
9.2 The Provider shall have any liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material.
9.3 Except in respect of death or personal injury caused by the Provider’s negligence, or as expressly provided in these Terms, the Provider shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Provider, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Customer, and the entire liability of the Provider under or in connection with the Contract shall not exceed the amount of the Provider’s charges for the provision of the Services, except as expressly provided in these Terms.
9.4 The Provider shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Provider’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Provider’s reasonable control.
10.1 No waiver by the Provider of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.2 These Terms constitute the entire agreement between the parties and supersede any previous agreement or understanding.
10.3 No variation to these Terms shall be binding unless agreed in Writing by the Provider.
10.4 If any provision of these Terms is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
10.5 These Terms shall be governed by the laws of England and Wales and all parties submit to the non-exclusive jurisdiction of the English courts.
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