TERMS AND CONDITIONS

 

1. DEFINITIONS

 

The following expressions shall have the following meanings:

 

“Company” means Plain Logic Limited a company registered in England under number 08727920 with the registered office at 15 Westbury Avenue, Bury St Edmunds, Suffolk, IP33 3QD;

 

“Client” means any person who purchases Goods or Services from the Company;

 

“Goods” means any computer hardware or software or other Goods requested in an Order or provided by the Company in connection with the Services;

 

“Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other Intellectual Property Right recognised in any part of the world whether or not presently existing or applied for;

 

“Order” means an order placed by the Client (in whatever format, including an oral order) for the supply Goods or Services by the Company;

 

“Services” means the search optimisation, domain name registration, website design, hosting services, copy-writing, graphic design, email, e-commerce, training, computer repair and replacement, computer support, or other services in an Order;

 

“Terms and Conditions” means the terms and conditions set out in this document and any subsequent terms and conditions agreed in writing by the Company;

 

“Website” means the information resource created on behalf of the Client and which is to be made available via the Internet by the Company;

 

“Hosting” means the service provided by the Company of hosting the Website on the Internet;

 

“Downtime” means time during which the Hosting is not available;

 

“Content” means any wording, images, video or audio material;

 

“Profile Data” means information about the Client and/or its directors and owners necessary to establish accounts on third party directories or websites for the Client for the purposes of the Company providing search optimisation services, including without limitation:

 

(i) the business name, business address, trading name, business phone number, business email, website addresses and/or social media links of the Client; and (if different)

(ii) the personal name, email address, telephone number, date of birth and other contact details of the directors or owners of the Client.

 

A Client will be a “business client” if they purchase the Goods or Services wholly or mainly in the course of their business, trade, craft or profession. In all other cases, a Client will be a “consumer”.

 

2. GENERAL

 

The Order constitutes an offer by the Client to purchase the Goods and/or Services in accordance with these Terms and Conditions.

 

An Order shall only be binding on the Company once the Company has confirmed (in writing or orally) that it has accepted the Order, or (if later) by the Company commencing provision of the Goods or Services.

 

These Terms and Conditions apply to any and all subsequent Orders placed by the Client, unless the Company notifies the Client otherwise. The Client should read these Terms and Conditions carefully and notify the Company if it has any queries.

 

These Terms and Conditions apply to the provision of the Services by the Company. By placing an Order the Client shall be deemed to have accepted these conditions to the exclusion of any other terms and conditions set out or referred to in any document or other communication used by either party in concluding the Order.

 

3. GOODS AND SERVICES AND DELIVERY

 

The Goods and Services to be provided to the Client are as described in the Order, as accepted by the Company.

 

Any variation to the Goods or Services must be agreed by the Company in writing.

 

The Services shall be carried out at the place of work of the Company or the Client or any other location agreed between the Company and Client. The Goods shall be delivered to the location agreed between the Company and Client.

 

Any dates given for the delivery of Goods or Services are estimates only and not guaranteed. Time for delivery shall not be of the essence of the Order and the Company shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery.

 

4. PRICE AND PAYMENT

 

The price for the Goods or Services will be as notified to the Client by the Company following receipt of the Order by the Company.

 

All direct costs and expenses (such as domain or hosting provider fees) incurred by the Company in connection with the provision of the Services will be re-charged at cost or according to standard charges as described in the Order and are payable by the Client.

 

The Client must settle all invoices in cleared funds within 30 days from the invoice date.

 

The Client will pay interest on all late payments at a rate of 5% per annum above the base lending rate of Lloyds Bank PLC.

 

The Company is also entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to the Company is late.

 

The Client is not entitled to withhold any monies due to the Company.

 

The Company is entitled to vary the price to take account of:

 

(i) any additional Services requested by the Client which were not included in the original Order;

(ii) any additional work required to complete the Services which was not anticipated at the time of the Order;

(iii) any reasonable increase in hourly rate, if applicable;

 

and any variation must be intimated to the Client in writing by the Company.

 

All payments will be in UK Pounds Sterling. The Client will be liable for a “returned cheque” administration charge of £30 where Client’s cheque is returned by the bank as unpaid for any reason.

 

Payments by direct debit are handled by GoCardless Ltd and are subject to their Terms and Conditions. These can be found at https://gocardless.com/legal/

 

The Company reserve the right increase charges should a required third party (such as domain or hosting providers) increase the prices charge to the Company. Any increase would always notified in writing prior to change.

 

5. CLIENT OBLIGATIONS

 

The Client agrees to cooperate with the Company and shall provide any support, information and facilities to the Company as may be required.

 

The Client is responsible for obtaining all necessary permits or approvals to enable to Company to provide the Services.

 

The Client grants the Company permission to use any logo, branding, image and copy written material for the purposes of providing the Services.

 

The Client shall ensure that any areas to be photographed are in a suitable and presentable condition.

 

The Client shall make any necessary corrections and subsequently approve all proofs and drafts supplied by the Company.

 

It is the Client’s responsibility to check any wording (copy-written material) provided by the Company and to ensure that any information contained within the material is correct and complete. Furthermore the Client holds the Company harmless for any claims made due to any omissions or inclusions in the material provided.

 

The Client warrants that the display of and distribution of virtual images, of which they are responsible, via the internet or email, complies with all relevant legislation (including the Data Protection Act 1998 and the Property Misdescriptions Act 1991).

 

The Client shall not directly or indirectly solicit, entice or endeavour to entice away from the Company any person employed or engaged by the Company in providing the Services for a period of six months following completion of the Services.

 

The Client shall keep secure any identification, password and other confidential information relating to the Client’s account and shall notify the Company immediately of any unknown or suspected unauthorised use of the Client’s account or breach of security, including loss, theft or unauthorised disclosure of the Client’s password or other security information.

 

The Client accepts that it is their responsibility to maintain a backup of any Content added to the Website by the Client or any third parties.

 

The Client is aware that unless otherwise stated website files and databases are backed up by the Company on a monthly basis.

 

The Client is responsible for maintaining a backup of any email messages or contacts.

 

The Company does not correct software defects. The Company may load or reload software applications which may or may not be successful and therefore it is entirely the Client’s responsibility to:

 

(i) maintain a backup of programs and data on their systems;

(ii) restore programs and data on their systems; and

(iii) restore programs and data, should data loss occur.

 

Any property left with the Company is at the Client’s own risk. Any property left with the Company unclaimed for 90 days, will be disposed of, at which time, the Company shall have no liability to the Client or any third party.

 

The Client understands that any websites integrated with third party systems such as WordPress may not always be supported or made available. In such situations alternative solutions would be sought.

 

The Client is aware that any attempt to update or alter the Website, its scripts and/or programming code is done so at their own risk and that any loss or damage caused by this undertaking is their own.

 

Any images provided by the Company or purchased on behalf of the Client are strictly for use by the Company. The Company cannot be held liable for any misuse of these images by the Client or any third party.

 

The Client accepts full responsibility for the Content of the Website. For the avoidance of doubt, the Company is not obliged to monitor, and will have no liability for, the Content of any communications transmitted by virtue of the Services.

 

6. THE SERVICES

 

6A. General

 

The Company shall supply the Services as specified in the Order.

 

The Company shall perform the Services with reasonable skill and care and to a reasonable standard. If the Client is a business client, the Company excludes all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law in respect of the provision of the Services, to the fullest extent permitted by applicable law, from the Order and these Terms and Conditions.

 

The Company shall take all reasonable steps to avoid mistakes when providing the Services but shall incur no liability should errors be found in Website content after the Client has approved the proofs.

 

The Company shall have the authority to delegate any obligations to other employees or subcontractors.

 

The Company cannot guarantee that any search engine will index or list any web pages or sites submitted by the Company. However, the Company will use reasonable efforts to optimise the Website(s) in order to increase the speed with which it appears on the search engines’ databases.

 

The Company shall use reasonable efforts to ensure that Website’s are tested and will function to an acceptable level on Microsoft Windows based Internet Explorer 9+, Mozilla Firefox, Google Chrome and Apple Safari web browsers. The Company can offer no guarantees of correct functionality with all web browsers as they are regularly the subject of change.

 

Where the Company provides computer or hardware repair services, the Client acknowledges that they are aware of the inherent risks of injury and property damage involved in computer repair, including without limitation, risks due to destruction or damage to the machine, media, data or software applications and inability to repair the machine or recover data or software applications, and the Client assumes any and all known risks of injury and property damage that may result.

 

6B. Problems with the Services

 

This clause 6B only applies if the Client is a business client.

 

The Client and the Company agree that the sole and exclusive remedy for unsatisfactory Services shall be, at the Company’s option, additional attempts by the Company to perform the Services or a refund of the amount paid by the Client for the specific unsatisfactory service. The parties acknowledge that the cost of the Company’s services would be much greater if the Company undertook more extensive liability.

 

7. THE GOODS

 

7A. Warranty

 

The Company warrants that the Goods shall at the date of purchase by the Client:

 

(i) conform in all material respects with the manufacturer’s specification subject to any qualification or representation contained in the brochures, advertisement or other documentation;

(ii) be fit for any purpose the Company says the Goods are fit for;

(iii) be free from material defects in design, material and workmanship; and

(iv) comply with all applicable statutory and regulatory requirements for selling the Goods in the United Kingdom.

 

This warranty does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by the Client or any third party, if the Client uses the Goods in a way that the Company does not recommend, the Client’s failure to follow the Company’s instructions, or any alteration or repair the Client carries out without the Company’s prior written approval.

 

These Terms and Conditions apply to any repaired or replacement Goods the Company supplies to the Client in the unlikely event that the original Goods are faulty or do not otherwise conform with these Terms.

 

7B. Defective Goods and Returns

 

In the unlikely event that the Goods do not conform to the warranty given in this clause 7, the Client must inform the Company within 14 days of the date of purchase. The Company will either collect the Goods on a date agreed between it and the Client or ask the Client to return the Goods to the Company at the Company’s cost. Once the Company has had a reasonable opportunity to inspect the Goods, if the Goods are faulty, the Company will (at its sole discretion):

 

(i) provide the Client with a full or partial refund;

(ii) replace the Goods; or

(iii) repair the Goods.

 

If the Client is a consumer, the warranty in this clause 7 and the right to return the Goods is in addition to the Client’s legal rights in relation to Goods which are faulty or which otherwise do not conform with these Terms and Conditions.

 

If the Client is a business client, this clause 7 provides the Client’s sole remedy for any defective Goods, and the Company excludes all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law in respect of the supply of the Goods, to the fullest extent permitted by applicable law, from the Order and these Terms and Conditions.

 

7C. Ownership and Risk in Goods

 

The Goods will be the Client’s responsibility and at the Client’s risk from the time when the Client collects the Goods from the Company, or the Company delivers the Goods to the Client’s premises or other agreed delivery location (as the case may be).

 

Ownership of the Goods will only pass to the Client when the Company receives payment in full of all sums due for the Goods including delivery charges.

 

8. CONFIDENTIALITY

 

The Company shall keep secret and confidential all information relating to the business or affairs of the Client, the Clients subsidiaries and the Client’s clients, but it may disclose such information if:

 

(i) such disclosure is to its employees, representatives, agents, or sub-contractors who need to know such information for the purpose of carrying out the Company’s obligations;

(ii) such information has entered the public domain other than as a result of a breach of this undertaking by the Company;

(iii) it is required to disclose the information by law of to any Court, tribunal or regulatory body; or

(iv) such disclosure is to its professional advisors.

 

9. INTELLECTUAL PROPERTY RIGHTS

 

Any Intellectual Property Rights created as a result of the Services shall belong to the Company unless stated otherwise in the Order, and the Company grants the Client a royalty-free, world-wide, non-exclusive license to use such Intellectual Property Rights to the extent necessary in order to benefit from the Services.

 

Any images provided by the Company for inclusion in the Services remain the property of the Company.

 

The Client understands that any materials (such as font sets or images) provided by the Company for inclusion in the Services may be provided to the Company, under license, from third parties and that these third parties reserve the right to withdraw use of these materials. In such situations replacement images would be sought.

 

The Client warrants that any material belonging to the Client and its use by the Company for the purpose of providing the Services will not infringe and Intellectual Property rights of any third party, and the Client shall indemnify the Company against any loss, damages, costs, expenses liabilities incurred by the Company and arising directly or indirectly from any such infringement or alleged infringement.

 

10. TERMINATION

 

Without prejudice to any other rights or remedies it may have, the Company may terminate an Order, suspend work on an Order, suspend delivery of any Goods, or cancel the hosting of any Website, immediately upon giving notice to the Client if the Client fails to pay any sums payable to the Company, howsoever arising, when due.

 

Either party may terminate the Order by notice in writing to the other if:

 

(i) the other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or

(ii) the other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or

(iii) the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or

(iv) the other party ceases to carry on its business or substantially the whole of its business; or

(v) the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

 

In the event of termination the Client must pay the Company for all work done and expenses incurred up to the date of termination.

 

11. DOMAIN NAME REGISTRATION

 

The Company will make reasonable efforts to register the Client’s chosen domain name. However, the Company make no guarantees that the domain name is capable of registration by or on behalf of the Client or that it will be registered in the Client’s name. Once the domain name has been registered, we will send notification to the Client. Any action taken by the Client, before such notification is received by the Client, is at the Client’s risk.

 

The Client shall have no right to bring any claim against the Company in respect of refusal to register a domain name or cancellation of the domain name by the relevant naming authority.

 

The registration and use of the Client’s domain name is subject to the terms and conditions of use applied by the relevant naming authority. The Client shall ensure that it is aware of those terms and conditions and that it will comply with them.

 

The Company gives no warranty that the Client’s domain name is or will continue to be available for the Client’s use, or that no domain name is or will be registered with any relevant naming authority, which conflicts with the Client’s domain name or which otherwise affects the Client’s use of the Client’s domain name.

 

The Company does not provide access to any domain management or domain control panel for the purposes of administering the domain.

 

The Company will use reasonable efforts to release any domain name to another provider appointed by the Client, provided full payment has been received by the Company for that domain name and for any other Services provided.

 

The Company shall have no liability in respect of the use by the Client of any domain name. Any dispute arising from the use of the domain name between the Client and any other person must be resolved between the parties concerned. In the event of such a dispute arising, the Company shall be entitled at its discretion and without giving any reason, to withhold, suspend or cancel the domain name. The Company shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute.

 

12. HOSTING SERVICES

 

The Company engage a third party for website Hosting and does not warrant or represent that the Hosting will be uninterrupted or error free but the Company shall use reasonable efforts to keep Downtime to a minimum.

Unless otherwise stated, websites and emails will be hosted on shared hosting servers.

 

The Client understands that the company provides a ‘Hosting Service’ and does not sell ‘Hosting Packages’.

 

The Company does not provide access to any hosting management, hosting control panel or FTP for the purposes of administering the Website.

 

The Company reserves the right to change any access identification allowing the Client to access the Hosting or to suspend the Hosting for the purposes of essential maintenance, enhancement, updates, modernisation or other work deemed by the Company as necessary to the operation of the Services. The Client shall be notified of the above as soon as reasonably possible and the Company will use all reasonable efforts to minimise the Downtime incurred in taking such actions by attempting such Planned Outages at times which do not directly affect Clients, but in no event guarantee this will be possible in all circumstances.

 

13. SEARCH OPTIMISATION

 

The Company cannot guarantee 1st page search rankings but will make reasonable efforts to optimise your keyword search terms. Search engine companies change their ranking algorithms periodically, and as such, search ranking positions will fluctuate and cannot be guaranteed by the Company.

 

The Client understands that as part of the search optimisation Services, the Company may be required to create accounts on third party directories and websites in the name of the Client and/or its director(s) or owners, and to submit the Profile Data to third party websites for these purposes. Accordingly, the Client authorises the Company to:

 

(i) submit the Profile Data to third party directories and websites for the purpose of the Company providing search optimisation services, and will procure that the individual directors or owners of the Client also provide such consent;

(ii) create accounts or listings on social media sites, third party directories, and other websites in the name of, and on behalf of, the Client or its directors or owners, and to agree to any terms of use or other conditions applicable to such accounts or listings for and on behalf of the Client or its directors or owners;

(iii) publish any of the Profile Data of the Client on the Website;

(iv) distribute the Profile Data including, without limitation, distribution to third-party data handlers that may redistribute such Profile Data, for the purposes of the search optimisation services; and

(v) use the Profile Data in such manner as considered necessary or desirable by the Company for the purpose of performing the search optimisation Services.

 

The Client acknowledges and agrees that the Profile Data will not be maintained or controlled by the Company once released to any third party.

 

The Client understands and accepts that distribution of the Profile Data to third parties may have detrimental effects such as increased levels of spam and exposure to marketers.

 

The Client understands that any works undertaken to optimise a websites search engine position or ranking will include increasing exposure of the Clients website and/or business on the internet and that this exposure may have detrimental effects such as increased levels of spam and exposure to marketers.

 

14. ACCEPTABLE USE POLICY

 

The use of the Services may be used for lawful purposes only and the Client may not submit, publish or display any Content on a Website that breaches any law, statute or regulation. In particular the Client agrees not to:

 

(i) use the Services in any way to send unsolicited commercial email or “spam”, or any similar abuse of the Services;

(ii) send email or any type of electronic message with the intention or result of affecting the performance of any computer facilities;

(iii) publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful material or information, or any material or information which infringes any intellectual property rights, via the Services;

(iv) threaten, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;

(v) engage in illegal or unlawful activities through the Services;

(vi) make available or upload files to the Services that the Client knows contain a virus, worm, trojan or corrupt data; or

(vii) obtain or attempt to obtain access, through whatever means, to areas of the Supplier’s network or the Services which are identified as restricted or confidential.

 

The Client has full responsibility for the Content of the Website. For the avoidance of doubt, the Company is not obliged to monitor, and will have no liability for, the content of any communications transmitted by virtue of the Services.

 

If the Client fails to comply with the Acceptable Use Policy stated above the Company shall (without prejudice to any other rights or remedies it may have) be entitled to withdraw the Services, including (without limitation) cancelling the hosting of the Website, and to terminate the Client’s account.

 

15. LIMITATION OF LIABILITY

 

15A. This clause only applies if the Client is a business client

 

This clause sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Client in respect of:

 

(i) any breach of these Terms and Conditions however arising;

(ii) any use made by the Client of the Services; and

(iii) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Order or these Terms and Conditions.

 

Nothing in these Terms and Conditions limits or excludes the liability of the Company:

 

(i) for death or personal injury resulting from its negligence; or

(ii) fraud or fraudulent misrepresentation; or

(iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

 

Subject to the foregoing:

 

(i) The Company shall not under any circumstances whatever be liable for:

 

(a) loss of profits; or

(b) loss of business; or

(c) depletion of goodwill and/or similar losses; or

(d) loss of use; or

(e) loss of corruption of data or information; or

(f) loss caused by the acts or omissions of providers of telecommunication services or faults in telecommunications systems or equipment;

(g) loss or damage caused by errors in Content which has been submitted to the Client for approval;

(h) loss or damage or liability arising from the Content of the Website and the content of any communications transmitted as part of the Services;

(i) loss or damage caused by the Client altering or updating (or attempting to alter or update) the Website, the Website’s scripts and/or the Website’s programming code;

(j) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

 

(ii) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to the price paid for the Services or the Goods (as the case may be).

 

15B. This clause only applies if the Client is a consumer

 

The Company will only be liable for loss or damage you suffer that is a foreseeable result of the Company breaking these Terms and Conditions, or the Company failing to use reasonable care and skill.

 

The Company will not be liable in respect of any loss or damage that you suffer as the result of any third party’s actions or omissions.

 

The Company only supplies the Goods and provides the Services to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in section 15B.

 

Nothing in these Terms and Conditions limits the liability of the Company where it would be unlawful to do so. This includes liability for death or personal injury caused by the Company’s negligence or the negligence of its employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Goods or Services.

 

16. INDEMNITY

 

The Client shall indemnify the Company against all claims, costs, damages, expenses and liabilities which the Company may incur and which arise directly or indirectly from the Client’s breach of any of its obligations under these Terms and Conditions.

 

17. FORCE MAJEURE

 

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.

 

18. ASSIGNMENT

 

The Client may assign all or part of the Order to any other party only with the Company’s prior written agreement.

 

The Company reserves the right to assign all or part of the Order at any time to any subsidiary or associate companies.

 

19. RELATIONSHIP OF PARTIES

 

Nothing in these Terms and Conditions shall be construed as establishing or implying a partnership or joint venture between the parties or suggest that either of the parties are agent for the other.

 

20. THIRD PARTY RIGHTS

 

Nothing in these Terms and Conditions intend to or confer any rights on a third party.

 

21. SEVERANCE

 

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

 

22. WAIVER

 

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.

 

23. NOTICES

 

Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Order 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 be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

 

24. HEADINGS

 

Headings are included in the Terms and Conditions are for convenience only and shall not affect the construction or interpretation of the Terms and Conditions.

 

25. GOVERNING LAW

 

These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.