The date of this Agreement is shown in your quotation email.
Although there is also some unavoidable standardised legalese at various places in the document we have tried to write everything in plain English. To do this, we frequently use terms like “we” and “you.” “We,” “us,” “our,” and “the Company”. The company means Real World Publishing Limited, a registered company in the UK who’s company number is 03793616. “You,” “your,” “Customer” or “The Client” is in reference to your company name that is referenced in the quotation.
Current Hourly Rate
Throughout this document, reference is made to our current hourly rate. This rate is defined as our hourly rate that is in place at the time a service is requested, not at the time this agreement is signed. We will provide you with our current hourly rate upon request. This has been quoted as a fixed project price and is based on the information and brief we have received and agreed.
You are hiring us to complete your project according to the specific scope of work we described in the proposal of services document above/attached. The proposed cost of the project in the proposal includes only this work. When you hire us, we are an independent entity and not employees of you or your business.
The Proposal of Services
The Proposal of Services details the work we will deliver to you, including without limitations, the deliverables and specifications thereto, and any and all compensation to be paid for such work. If additional services are requested, the parties may enter into one or more other Proposals of Service signed by the parties.
Notwithstanding the forgoing, the terms of any Proposal of Services entered into between the parties, shall be in addition and supplemental to the terms of this Agreement.
We plan to launch your website within the agreed time period. Please check the timeframe reference in your quotation.
Being able to meet this deadline depends on a number of factors, including but not limited to:
• The complexity of your project
• Our current workload
• Material availability
• Responsiveness of all parties to queries and requests
• Unforeseen problems and delays, i.e. sickness or lockdowns.
We have an active queue of work and we do not place your project in that queue until your deposit (explained below) has been received. While we endeavour to start your project quickly, we will not begin your project until we have completed all mandatory work for other active projects. That’s not to say we won’t start sooner, or that outstanding projects need to be completed entirely before we get to work on your project.
Delayed, Suspended and Abandoned Projects
In our experience, projects can often stall as we wait on assets, information, feedback, approvals, etc. we have requested from you. While we are waiting on your response, we will normally begin to work on other projects to make efficient use of our time.
A project is considered delayed if your response to our request for assets, information, feedback, approvals, etc. is delayed for more than 5 business days. When a project is delayed, we may remove it from our active queue and place it further back in the queue. Work will resume on a delayed project when we have received what was requested and our queue of work allows us to focus on your project again.
A project is considered suspended if your response to our request for assets, information, feedback, approvals, etc. is delayed for more than 45 days without a reasonable cause as determined by us. When a project is suspended, an invoice for the remaining balance of the project shall be sent and considered due upon receipt.
ONCE A PROJECT IS CONSIDERED SUSPENDED, IT IS THE SOLE RESPONSIBILITY OF THE CLIENT TO REACTIVATE THE PROJECT BY (1) SUPPLYING ALL ITEMS NECESSARY TO COMPLETE THE PROJECT AND (2) PAYING THE BALANCE OF THE PROJECT IN FULL.
After a project is considered suspended, we will not perform any additional work on the project until the project has been reactivated as explained above.
If a project is suspended over 60 days then we have the right ti charge a reactivation fee of £250.00
This sum represents the time taken to set the job up in our project management system and allocate staff.
A project is considered abandoned if your response to our request for assets, information, feedback, approvals, etc. is delayed for more than 90 days without a reasonable cause as determined by us. WHEN A PROJECT IS ABANDONED, ANY MONIES PAID TO US FOR THE PROJECT IN QUESTION SHALL BE FORFEITED.
Projects requiring a “Rush” will typically incur a 50% markup of the Project Investment cost. This increase is necessary to cover the overtime and additional costs incurred to complete your project in the time frame you require. Also, we may have to push back other projects.
It is our experience that changes to the Scope of work often occurs during a project. These changes usually require additional time to design/develop, which results in additional costs. The Change Budget is an amount set aside in addition to the Project Investment. It is to be activated and invoiced, in part or whole, if the scope adjusts during the project. The fee will be discussed between ourselves and added to your final invoice as a new line item.
We will provide a separate scope of work for the changes you request and a cost for these changes. When you approve this scope and cost, the amount will, at our discretion, be payable immediately or on the final project invoice.
In consideration of the services to be provided hereunder, the parties agree that the Company shall be paid in accordance with any Proposals of Service executed by the parties pursuant to this Agreement.
Our standard payment terms for this project are:
• 50% of the Cost of Proposed Scope of Work due as a non-refundable deposit upon execution of the Proposal of Services and this Master Services Agreement.
• 50% due once the project is launched and online.
• Any amount from the “Change Budget” that has been used will become due at the time of website launch.
This will be included in your final invoice.
The project must be paid in full, including any amount of the change budget used, prior to website launch.
We thank you for your understanding in this matter.
At our discretion in certain cases, we may request that payments be made at certain additional milestones. If milestone payments are necessary, they will be specifically detailed in the Proposal of Services or discussed with you during the project lifecycle.
Payment to us can be made via your invoice payment link in the following ways:
• Debit/Credit Card (powered by Stripe); or
• BACS/Direct bank deposit
We do not accept cheques or PayPal payments.
Late Payment and Collections Policy
Amounts due and unpaid shall bear an interest at the rate of twelve percent (12%) per annum. Client agrees to pay all costs of collection, including reasonably attorney’s fees, as additional sums owed under this Agreement.
Termination and Refunds
This Agreement may be terminated immediately by either party upon written notice for any of the following:
• Upon five (5) days prior written notice by either party to the other party, or
• If the other party defaults in the performance of any material provision of this Agreement, which default is not cured within thirty (30) days after written notice from the non-defaulting party.
IF YOU WISH TO TERMINATE THE PROJECT AFTER THIS AGREEMENT HAS BEEN EXECUTED, YOUR INITIAL 50%
DEPOSIT IS NON-REFUNDABLE FOR ANY REASON.
IF YOU ELECT TO TERMINATE THE PROJECT AT ANY POINT AFTER PHASE THREE HAS BEGUN (AS DEFINED IN “OUR WEBSITE CREATION PROCESS” BELOW), YOU WILL BE LIABLE FOR THE ENTIRE COST OF THE PROJECT.
If we elect to terminate a project, we will create an estimate of the percentage of the scope of work that has been completed. If the percentage of work completed is less than the percentage of the project that has been paid, we will issue a refund for the difference. If the percentage of the project that has been completed is more than the percentage of the project that has been paid, an invoice will be issued for the difference.
Assets for a terminated project (such as the website, custom graphics, etc.) will be delivered to the client when the client’s account reaches a zero balance.
Intellectual Property Rights (Who Owns What)
“Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
Your new website will be built using the WordPress content management system. WordPress and its associated software are “open source,” distributed under the GNU General Public License. We use WordPress to power your website, but neither of us “own” WordPress or the third-party plugins used to add features to your website. When you hire us to build your website, you are not purchasing WordPress, you are retaining our services to create a customised website using the WordPress system.
When we utilise images or other content that are licensed for use on your website by a third party, that party retains ownership of the content in question according to the terms of their own license agreements. For example, if we use a stock photo on your site, you typically pay for the license to use the photo on your site but you do not own that photo. If you have questions about licensing issues like this, just ask.
When your project is completed, or payment in full for your project has been received, and provided that this contract hasn’t been terminated, we’ll assign intellectual property rights to you as follows:
You own the website and visual elements we create for you. Upon request, we will provide the source files for any custom artwork that was created for your project. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.
We own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity only for the projects you hire us for, unless we agree otherwise.
We own any intellectual property rights to anything we have developed prior to, or separately from this project.
During the process of creating your website, we may create design, code, functionality, and processes. While this work is used on your website, we retain ownership of these as our intellectual property and reserve the right to use them in future projects. This re-use helps us serve our future clients better, just as your website will benefit from what we have learned and developed in previous projects.
Our Website Creation Process
We understand every project is different, but our standard process is…
PHASE ONE: Sitemap & UI (Wireframe and/or Mockups)
• Based on the information you provide, we will produce a sitemap followed by a design concept/mockup for the homepage, and any other unique page that requires a design concept/mockup (4 total pages are included in most projects).
• We will work with you to adjust the design concept a maximum of 3 times. We try to keep revisions to a minimum, and ask that you bundle revisions into a single request.
• Phase One concludes when you approve the sitemap, homepage and any other design concept/mockup in writing (email).
PHASE TWO: Homepage Development
• The agreed concept from Phase One is developed inside of WordPress with the Elementor Page Builder. It is not necessarily tablet or mobile device responsive at this point to avoid delays and wastage of development resources due to expected changes.
• All development work is done on our Cloudways servers or your development server.
• We develop the homepage until it satisfies your clients requirements. We try to keep revisions to a minimum, and ask that you bundle changes into a single request.
• Once the homepage is approved in writing we can move to Phase Three.
PHASE THREE: Full Development
• The agreed homepage is tablet and mobile optimised.
• We move on to development of all internal/sub-pages. Again development of the desktop versions of your internal/sub-pages happens first, leaving optimisation for tablet and mobile devices until these pages are approved.
• Once pages are built we add in required functionality to the pages such as forms and test them in Phase 5
• Phase Three concludes when we complete the website internal/sub-pages and submit it to you for initial revision. We try to keep revisions to a minimum, and ask that you bundle changes into as few requests as possible.
PHASE FOUR: Revisions
• You review the entire website and create a master list of all revisions that need to be made across the site.
• Revisions are changes to content and/or design, within the boundaries set in the Scope of Work.
• The Change Budget is used for change requests such as, but not limited to, the following:
◦ New functionality you want to add to the project beyond the original agreed Scope of Work.
◦ Revisions requested to previously approved pages and/or designs in this or earlier phases.
◦ Individual revisions requested that exceed 2 hours in total to accomplish.
• Phase Four concludes when you confirm in writing that all revisions have been made correctly, and the final payment is received by us.
PHASE FIVE: Testing & Pre-Launch
We fully test all forms, buttons, internal page/text links, responsiveness and other page elements. We also perform all pre-launch checklist items so that once launched your site is ready to go live asap.
You will be invited to do your own checks and approve the site for launch.
PHASE SIX: Launch
We offer to help launch your clients’ website. However, you can transfer the site yourself. Just ask for administrative rights to the development site. Final payment is required before this can happen.
Your new website will be designed for viewing on modern screens for desktops, laptops and mobile devices. We test for compatibility in the following desktop web browsers: Microsoft Edge, Mozilla Firefox, Apple Safari and Google Chrome. We test for compatibility on the following mobile web browsers: Apple Safari (iOS) and Google Chrome (iOS and Android).
We do not code for web browsers or operating systems older than the current release or for those in pre- release or beta at the time the project is begun.
Theme and Plugin Licenses and Updates
One of the most important strengths of WordPress is its immense ecosystem of third-party add-on software called themes and plugins. Some of these require no specific licensing for use on your website. However, we often use premium WordPress themes and plugins that require an annual licensing fee for ongoing updates and support.
• Premium themes and plugins that we own, and provide to you as part of this project, may only be used on this website. You may not transfer or copy the licenses to use them on any other website or domain.
Changes After Launch
The design project described by the Scope of work concludes when your website is launched. Though we are happy to help you with changes to your website after launch, any changes or modifications that were not included in the original Scope of work, other than fixing existing bugs (see below), are billable at our current hourly rate.
An “existing bug” is an error in the programming we provided that existed prior to launch and affects the operation or appearance of your website.
Additional costs at our current hourly rate will be incurred for future support requests such as but not limited to:
• Your website has problems or stops working after an update to WordPress or any plugins or software you are using.
• You or a third party add code or a plugin to your site that affects its operation or conflicts with other third party plugins.
• You need assistance adding new plugins or features to your site that weren’t included in the original Scope of Work.
• A new version of a web browser has issues displaying your website properly.
• You or a third party make changes or alterations to any part of the site.
• Your site gets hacked or compromised and/or you lose files or data.
The Use of Third-Party Assets
By providing any assets such as text, images, artwork or any other elements to us, you guarantee that they are either owned by you or that you have secured permission from the owner to use them. You agree to protect us from any claim by a third party that the assets you supplied to us are their intellectual property.
We guarantee that all elements of the work we deliver to you are either owned by us or that we have obtained appropriate permission from the owner to provide them to you. We agree to protect you from any claim by a third party that the assets we delivered as part of the project are their intellectual property.
Securing the appropriate licenses for photography that you provide to us to use on your website is your responsibility. You assume the full risk of liability for the use of all images. If you are in doubt of the licensing status of an image, contact the original artist before providing it for us to use in your design project.
We often utilise royalty-free images obtained from stock photo websites. The cost for licensing this stock photography is not included in the proposal unless specifically itemised. We will secure your approval before purchasing any stock photography. Stock photo charges are typically billed on the final project invoice.
Prior to launch all websites we produce are developed on our Vultr servers on Cloudways. After launch, you may elect to keep your website on our server. This is covered by a monthly service charge or included as part of all our Care Plans.
If you elect not to host on our server after launch, we cannot be responsible for the speed of your website, the performance of any of your website features, security certificates for your website, the uptime of your website, or any other hosting related matter.
FIXING ANY PROBLEMS RELATED TO WEB HOSTING, OR PROJECT DELAYS RELATED TO WEB HOSTING ON A SERVER OTHER THAN OUR OWN, IS BILLABLE AT OUR CURRENT HOURLY RATE.
We use commercially reasonable efforts to make sites that we host available 99.5% of the time during each monthly billing cycle. If we are unable to meet this service level, you will be eligible to receive a credit to apply to future billing cycles based upon the unavailability for that month. For the purposes of this agreement, unavailability means that either your website is unresponsive, or your website returns a server error response to valid user requests for more than 60 seconds of consecutive requests, and in all cases that the unavailability is not because of local, regional, national or international outages.
Unavailability that is a result of scheduled maintenance is excluded from these conditions and will not be considered for service credit calculations. Scheduled maintenance is defined as maintenance that is announced at least 2 days in advance, and does not exceed one hour in any month. Typically, scheduled maintenance occurs in off-peak hours (usually in the early morning).
Service credits will be calculated as a percentage of the bill for the billing cycle that the unavailability occurred.
The percentage for the credit will be calculated by dividing the number of minutes of unavailability by the total number of minutes in that billing cycle. THE CUSTOMER MUST REQUEST SERVICE CREDITS WITHIN 7 DAYS OF THE UNAVAILABILITY OCCURRING.
Website Management Service
Our Website Management includes website hosting, website software updates, website backups, and website security.
• Website Security – We employ industry leading security software that actively guards your website against hack attempts at multiple levels in the WordPress system.
• Website Backups – Your website’s files and database will be backed up automatically each day and only new changes, since there is no need to backup previously saved data multiple times. This backup is stored in our cloud data vault where we typically retain the previous 30 backups for your site.
• Software Updates – Each week, at our discretion and usually on a Monday morning, we will apply available updates for the WordPress core software, your theme files, and your plugin files. We perform these updates for the items that appear in the “Updates” area of your WordPress dashboard. We also watch WordPress industry security news and proactively perform updates more frequently during times of enhanced threat levels and/or when a security vulnerability is identified in one or more of your plugins.
While it is impossible to guarantee that your site will never be hacked, all of these techniques make your website a more difficult target for hackers. In addition, it is well known that hackers tend to exploit easier targets first – sites without security measures in place. However, in the event that your site is hacked, we will restore it to pre-hack condition at no additional cost either by restoring a site backup or performing a malware cleanup at our discretion.
• Should your site become compromised by a hack or if your site becomes inoperable because of user error, we will restore a backup for you.
• If the restorations are the result of a hack, there is no limit to the number of restorations we will perform for you under this service.
• If the restorations are due to user error, we will perform a maximum of 2 restorations in any 30-day period.
• Additional user error-related restorations will be performed at our current hourly rate with a one-hour minimum.
Premium (Paid) Themes and Plugins
• Many websites use themes and/or plugins that require the payment of a recurring license fee to maintain access to ongoing software updates. We have secured appropriate licensing for many of these.
• If we have appropriate licenses for the themes and/or plugins used by your website, we usually provide these as part of the Project Investment.
• If we do not have licenses for one or more of the premium themes and/or plugins used by your website, we will inform you of the cost and send you an invoice for the costs we have incurred. Then we will transfer ownership of the account so you can manage ongoing payments and license management.
• We will advise you of the themes and/or plugins for which you will need to maintain licensing and assist you as needed in the process of obtaining them.
WE CANNOT BE HELD LIABLE FOR PROBLEMS SUCH AS BUT NOT LIMITED TO HACKS, INOPERABILITY OR INTERCOMPATIBILITY THAT ARISE FROM PREMIUM PLUGINS WHICH YOU CHOOSE NOT TO LICENSE AND ARE OUT OF DATE.
Plugin Compatibility – If an update to a plugin creates conflicts or causes issues with the functionality of your website, we will consult with you to determine the best course of action. Typically, we will remove the offending plugin and replace it with a similar plugin or other programming. If the time required to resolve a plugin compatibility issue exceeds 3 hours, additional time will be billable at our current hourly rate.
IT IS YOUR RESPONSIBILITY TO INFORM US IF YOUR SITE IS EXPERIENCING PROBLEMS AND NEEDS ATTENTION.
IF YOU ELECT NOT TO PURCHASE OUR WEBSITE MANAGEMENT SERVICE, THE TOTAL RESPONSIBILITY IS
YOURS FOR PERFORMING BACKUPS AND KEEPING WORDPRESS (AND ITS THEMES AND PLUGINS) UPDATED.
Payment and Cancellation for Website Management Services
Payment for Website Management Services is due on the first day of the period (monthly, quarterly, or annually) in which that service will be performed.
You may cancel website management services with a 60-day notice.
WE DO NOT OFFER REFUNDS ON WEBSITE MANAGEMENT SERVICES.
IF YOU ELECT TO DISCONTINUE WEBSITE MANAGEMENT SERVICES, THE TOTAL RESPONSIBILITY IS YOURS FOR PERFORMING BACKUPS AND KEEPING ALL COMPONENTS OF YOUR WEBSITE BACKED UP, SECURED, AND UPDATED.
If you desire to migrate your website to another web host. We will at your discretion (1) provide you with an administrator login for your WordPress site so a backup can be performed and migrated to the new location, (2) provide to you a backup created using an industry standard WordPress backup system at a cost of £100, or (3) perform the website migration for you at our current hourly rate.
Your Responsibilities in Website Security
We employ basic WordPress security techniques when building your website. However, studies have shown that one of the most common way that hackers gain access to your website is through key-logging programs installed on the infected computers of users. You agree to protect any computer that will log into the website by:
• Installing and maintaining updated security software
• Using the most up-to-date version of your preferred web browser
• Keeping the operating system patched with recommended updates
• Keeping versions of other installed software up to date if they are installed.
You also agree to use a strong password (as shown by the WordPress password indicator) for any account you use to log in and edit your website, and that this password will only be used on your website. We recommend the use of a password manager so that you have strong unique passwords for every site you access.
From time to time, our clients might employ a third party (such as but not limited to a Search Engine Optimisation professional, social media professional, or content writer) whose services involve modifications to the website. WE CANNOT BE RESPONSIBLE FOR THE WORK OF A THIRD PARTY. Should our services be necessary due to any work performed by a third party, these services are billable at our current hourly rate.
OUR WEBSITE MANAGEMENT PLANS DO NOT COVER WORK NECESSARY DUE TO ACTIONS PERFORMED BY A THIRD PARTY. SHOULD OUR SERVICES BE NECESSARY DUE TO ANY WORK PERFORMED BY A THIRD PARTY,
THESE SERVICES ARE BILLABLE AT OUR CURRENT HOURLY RATE.
Search Engine Optimisation (SEO)
If we build your website, we guarantee that your site will be able to be indexed by search engines like Google and others at the time of launch. Additional SEO services are not included in your project unless specifically itemised in the proposal of services. Your ranking and placement search engines depend on a myriad of factors.
WE CANNOT GUARANTEE RANKING OR PLACEMENT ON ANY SEARCH ENGINE.
Website Accessibility and Compliance
If laws require that your website is accessible to users with disabilities, or if you desire for it to be, it is your responsibility to inform us of this requirement.
If your website or any associated data must meet compliance requirements of any kind for any entity, organisation, or regulatory body (such as but not limited to HIPAA, FERPA, etc.), it is your responsibility to inform us of the specific compliance requirements involved.
WE DO NOT GUARANTEE TO MEET ANY COMPLIANCE FOR ACCESSIBILITY OR OTHER REQUIREMENTS UNLESS WE HAVE EXPLICITLY AGREED IN WRITING TO DO SO.
Legal Pages and Privacy Requirements
IT IS THE SOLE RESPONSIBILITY OF THE CLIENT TO DETERMINE WHETHER SUCH PAGES ARE REQUIRED. It is advisable to consult an lawyer to determine your responsibilities in this matter. Creation of the content for these legal pages is not included in the Proposal of Services for your new website unless specifically itemised. However, if you provide the content for these pages, we will typically add them at no additional cost.
Occasionally, your website will send email when certain events occur such as the completion of a contact form, sale of a product, update/reset of a user’s password, etc. These emails that are automatically generated by the WordPress system are often flagged as spam (or not delivered at all) by email providers like Google/Gmail, Microsoft, Yahoo and others.
SINCE WE CANNOT CONTROL THE RECEIPT OF EMAIL, WE CAN NOT BE HELD RESPONSIBLE FOR ANY EMAILS THAT WERE NOT DELIVERED TO THE CLIENT FOR ANY REASON.
IT IS THE CLIENT’S RESPONSIBILITY TO REGULARLY CHECK SPAM FOLDERS AND WEBSITE FORM AND ORDER INTERFACES FOR ANY NOTIFICATIONS THAT WERE NOT DELIVERED TO THE INBOX.
WE DO NOT PROVIDE OR SUPPORT EMAIL SERVICE TO CLIENTS. We recommend consulting with an IT Professional about implementing third party services such as Google Apps and Microsoft Office 365.
Registering a domain name for your website and paying the accompanying annual registration fee is your responsibility. We can assist in the process of registration and connecting your domain name to the website. You can purchase your domain name for multiple years, or renew it annually at your discretion.
It is your responsibility to ensure that the credit card the domain registrar has on file for your domain registration is current for billing of the renewal fee.
WE ARE NOT RESPONSIBLE FOR SUSPENSION OR LOSS OF DOMAIN NAMES BECAUSE YOUR CARD COULD NOT BE BILLED OR FOR ANY OTHER REASON. Work needed as a result of domain expiration is billable at our current hourly rate.
Testimonials, Marketing and Attribution Links
We do not disclose our involvement in any project without your explicit written consent. If you do consent to us using your project in our portfolio it will only ever be shared with other agency/freelancers who are also looking at outsource website development projects to Us.
We DO place an attribution/credit link in the footer of your clients’ website.
At the end of your project, we may:
• Ask you for a testimonial describing your experience working with us (video is best but written is awesome too).
• Ask you to be a reference should any future clients desire to speak with people we’ve worked with in the past. Lastly.
• Ask you to collaborate with us to produce a case study for our website.
From time to time we may utilise independent contractors to work on your project. Some of these contractors may
work outside the United Kingdom. You agree not to directly contact or solicit contractors we use on your project for employment or contract work of any kind.
Disclosure to Law Enforcement
We will disclose information about our clients to law enforcement agencies without further consent or notification to the client upon lawful request from such agencies. We will cooperate fully with the legal requests of law enforcement agencies.
The Client agrees to indemnify and hold harmless the Company, its subsidiaries, contractors, employees and affiliates and each of their respective directors, officers, employees, shareholders and agents (each an “Indemnified Party”) against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, “Losses”) to which an Indemnified Party may become subject and which Losses arise out of, or relate to the Agreement, Client’s use of the Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.
Choice of Law and Forum
This Agreement, and any related Statements of Work, shall be construed in accordance with, and governed by, the laws of the courts of England and Wales without regards to Conflict of Law principles.
In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of this Agreement or in the event of a claimed breach of this Agreement, the parties hereto agree that such dispute shall be determined through mediation. The parties will mutually select a mediator and share the cost of mediation equally. Unless otherwise mutually agreed, the location of the mediation will be in the United Kingdom. The parties agree to cooperate fully with the mediator in good faith in order to reach a mutually satisfactory resolution of the dispute.
If the dispute is not resolved within 60 days after it is referred to the mediator, either party has the option to litigate the dispute in a court of law located in England or Wales, United Kingdom.
Refusal or Discontinuation of Service
We reserve the right to refuse, restrict or terminate service to any client for any reason.
Disclaimer of Warranty
We will perform our work in accordance with good industry practices and at the standard expected from a suitably qualified person with relevant experience. We cannot guarantee that our work will be error-free and so we cannot be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT SERVER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL.
Limitation of Damages or Liability
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY, ITS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, FOR HARM CAUSED BY OR RELATED TO THE CUSTOMER’S SERVICES OR INABILITY TO Utilise THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Notwithstanding anything else in this Master Services Agreement, the maximum aggregate liability of THE COMPANY any of its employees, agents, contractors or affiliates, under any theory of law should not exceed the amount of fees it has collected on the customer’s account in the last six months.
No part of this Agreement will be affected if any other part of it is held unenforceable or invalid.
The headings in this Agreement are inserted for convenience only and are not a part of this Agreement.
This Agreement, and any Proposals of Service attached, constitute the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be waived, assigned, extended, amended, supplemented or modified orally, but only by a written instrument signed by the party against whom enforcement of any such waiver, assignment, extension, amendment, supplement or modification is sought.
This Agreement may not be changed or modified except in writing signed by the parties.
The parties acknowledge and agree that they have read, understood and have actively negotiated the terms of this Agreement, participated in its drafting and have been represented by legal counsel. Therefore, this Agreement shall not be deemed to be the product of either party and shall not be enforced or interpreted any more stringently or strictly against either party.