Webdesign, Digital Branding & Marketing
TERMS & CONDITIONS
September 7, 2018
upanddown media provide web design/development, web hosting [third party HOSTEK LTD.], email set-up, and consultancy services. upanddown media reserve the right to suspend or cancel any Client's access to any portion or all of upanddown media's Deliverables or Services, when upanddown media deems that the Website Account has been used inappropriately. upanddown media reserves the right to refuse service and/or access to its server to anyone.
upanddown media is owned by and operated by Bettina Newbery T/A UP & DOWN Marketing. If you have any questions regarding the Website or these Terms and Conditions, you can contact us at
upanddown media
Bettina Newbery
T/A UP & DOWN Marketing
London
SW11 5LW
United Kingdom
DIGITAL@upanddownMedia.london
VAT Reg No. GB 653 5200 60
1 INTERPRETATION
In these Terms the following words shall have the following meaning
|
Word |
Meaning |
|
‘the Client’ |
the person, firm or company who instructs upanddown media to perform the Services |
|
‘Client Material’ |
all material provided by the Client for upanddown media to use in the development of the website |
|
|
the agreement between upanddown media and the Client for upanddown media that confirms the Specification to perform the Services for the Client which upanddown media shall confirm in Writing and to which these Terms shall apply |
|
‘upanddown media’ |
upanddown media solutions (Bettina Newbery T/A UP & DOWN Marketing), 22 Sabine Road, London SW11 5LW |
|
‘Host’ / 'Hosting' |
the company on whose server the website physically resides; due to the Licensing of the upanddown media’s software, hosting on upanddown media’s dedicated managed hosting facility is mandatory |
|
‘the Services’ |
any work agreed in the Contract to be provided to the Client by upanddown media (including any part or parts therof) in relation to the project. |
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'Domain' |
the website address used to access the website as chosen by the client |
|
‘the Specification’ |
a definition of the functionality of the project, which may further evolve during a project life cycle |
|
‘Generic Software’/ |
the software, applications, navigation models, information architecture, database structures, content management systems, third party applications, software engineering, functionality and other generic components used in the website design; licensed to the Client for the purpose of operating, maintaining and developing the website created by upanddown media for the Client |
|
‘Bespoke Material’ |
the graphics, icons, text, branding, and other graphical and audio material created by upanddown media under these Terms |
|
‘Writing’ |
post or email [upanddown media confirm any changes to the project scope by email] |
|
|
time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site |
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‘Website’ |
a collection of web pages and associated code that form an integrated presence; usually the main part of the Services / Deliverable requested by the Client |
|
‘Search Engine’ |
a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification |
|
‘Link’ / ‘Hyperlink’ |
a 'clickable' link embedded on a web page either in form of a graphic or text |
|
'the Project' |
A 'Project' is any work undertaken or service provided by upanddown media for the client upon the client's request. Details of the project are described within the agreement /contract |
|
'Deliverable' |
are all written, coded and graphical work produced by upanddown media in relation to the project, including all source code in the websites |
|
'Content Management System' [CMS] |
the Website content management system (CMS) is a computer application that allows publishing, editing and modifying content, organizing, deleting as well as maintenance from a central interface [admin area] via the web browser |
|
'Due Date(s)' |
are Delivery milestones to give the Client an indication of when they can expect the project / part of the Deliveries to be nearing completion and may change depending on a variety of factors |
|
'Live Website' |
when the Website has been fully activated and is available for internet users to view |
|
'Web Account' |
the agreement between upanddown media and the client to design, build and host the Client's website |
|
'System Updates' |
new versions of the system software used on the server released at regular intervals as well as releases of free software updates to enrich the Website experience |
|
'Commentary System' |
a built in or third party comment management system used amongst bloggers and website owners to build an online community |
|
'Features' |
articles / written work published on the website via the Content Management system for the purpose of propagating the news, research results, academic analysis or debate |
2 APPLICATION OF TERMS & CONFIDENTIALITY
2.1
These Terms are the only terms upon which upanddown media are prepared to deal with the Client and they shall govern the Contract to the exclusion of all other terms or conditions; in the event of any conflict between the specification given in the Contract and these Terms & Conditions, the specification of the Contract shall prevail
2.2
upanddown media will email these Terms & Conditions to the Client together with the Project Specification pointing out that it is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. Approval for commencement of Work / Payment of the requested Fee by the Client will be considered acceptance of these Terms & Conditions, then the Client will be deemed to have satisfied themselves as to these Terms & Conditions applying and have accepted these Terms & Conditions in full
2.3
These Terms & Conditions may change from time to time; upanddown media Clients will be sent out new Terms & Conditions by email upon change. upanddown media Clients can also access the latest revision online on http://upanddownMedia.london/Terms.cfm
2.4
upanddown media shall provide, and the Client shall accept, the Services in accordance with and subject to these Terms
2.5
upanddown media & the Client agree that we will keep the terms of the project and any further information supplied to each other in respect of this agreement or in respect of each other’s business confidential with all written reports or communications only beneficial to the Client
2.6
The provisions of this clause 2 shall remain in force and effect notwithstanding any termination of the Contract
2.7
All upanddown media documentation supplied to the Client remains confidential and shall not be copied or distributed for reasons beyond the Project
3 GENERAL PROJECT SCOPE & DEPENDENCIES
3.1 upanddown media shall provide
3.1.1
domain registration [if required] or hosting of domains pointing to upanddown media's server with HOSTEK LTD.;
3.1.2
domain registration fees are invoiced as charged by the registrar; for domain transfers or domain pointing, we provide the new server settings to the Client to initiate the transfer / pointing; the Client will deal with the transfer process
3.1.3
the Client can decide to use HOSTEK'S shared mailserver or any other mail server of his choice; HOSTEK LTD. do not allow mass emailing via their shared email server regardless of whether it is unsolicited (see above) or solicited email and upanddown media do not allow mass emailing via the Client's Website's on upanddown media's server - we recommend instead a third party service such as Amazon web services
3.1.4
secure hosting of the Client's Website on upanddown media’s dedicated and managed server with HOSTEK LTD. is mandatory unless otherwise agreed
3.1.5
web server space and coldfusion environment [database & dsn connection] set-up; all websites built by upanddown media require a database connection & software licence for upanddown media's content management system. This applies whether the Client's Website sells online or is an information site. These Terms & Conditions apply to the licence of upanddown media's software
3.1.6
site design, build and implementation
3.1.7
google analytics code insertion + initial google sitemap creation | submission on website launch
3.1.8
for content directly uploaded to the website by the Client via upanddown media’s content management system, login access to the Client's Website's administration area with username and password
3.1.9
a detailed instruction manual and a specification sheet with information of colours, image sizes, templates etc. used in the Client's Website, accessible from the admin area
3.1.10
½ day to 1 day training session depending on skill level – previous experience in applying photoshop to resize and upload images is vital and not included in the training session that handles the use of the Content Management System; further training sessions are charged at upanddown media’s standard daily rate
3.2 In particular for eCommerce sites, upanddown media shall provide
3.2.1
upanddown eommerce online selling tool with checkout process from the product detail page via the shopping bag / checkout pages to the confirmation of an order by a user
3.2.2
eCatalogue pages; upanddown media set up product ranges as specified by the Client
3.2.3
product Detail pages display multiple product images, zoom facility, product descriptions and stock availability of each product variant [displayed in a grid or dropdown]; the Client is responsible for the correct stock level entered into the system. The Website customer adds products with stock levels greater than zero to the shopping bag; by default, the number of items in stock is reduced by the number of items purchased online
3.2.4
the shopping bag page lists all line items added to the shopping bag displaying against each line item product name, product image, product code, product size, unit price, the total quantity of each item added into the shopping bag, line item total, ‘update’ button, promotional code and message/instructions. A minimum purchase value across products may be set that the user has to fulfil to complete the purchase
3.2.5
customer account registration required to complete a purchase, for which a new customer needs to submit personal & company details name, email address and password [the registrant’s login information is used for subsequent orders], account address [acts as both the invoice address for payment cards and the main contact address], alternative delivery address
3.2.6
Once logged in, the customer returns to the shopping bag page tom complete the purchase with order summary and confirmation displaying the information as outlined in 3.2.4 for the shopping bag page plus the total price of the line items in the basket, VAT, shipping costs, the account and delivery address.
The customer is requested to confirm and place the order, resulting in an email confirmation sent to the customer and the ‘Thank You’ page displaying a sequential order number generated together with the summary information.
The order confirmation is an HTML formatted email containing an order summary sent to both the customer’s registered email address and an order notification to the Client, regardless whether the payment processor accepts or rejects payment via the chosen payment card
The order confirmation is an HTML formatted email containing an order summary sent to both the customer’s registered email address and an order notification to the Client, regardless whether the payment processor accepts or rejects payment via the chosen payment card
3.2.7
payment takes place outside the Client's Website; a third-party payment processor; by default upanddown media use Sagepay and for payment the customer will be redirected to the Sagepay pages where a valid payment card is required
3.2.8
administration facility for all database driven - both information and eCommerce sites - with multi-user login at different admin levels such as order processing / customer management or catalogue editor with access to product management – as laid out in the Client's Website's administration manual
3.2.9
category set-up as specified by the Client [upanddown media advise to set-up an excel spreadsheet with all product details] - see 3.4.1
3.2.10
product set-up as specified by the Client [see 3.4.2 product.xls]
3.2.11
sagepay payment processor implementation into the Website
3.2.12
shipping rate set-up
3.3 The Client shall provide
all such things that the Contract requests are to be done by the Client or which upanddown media shall reasonably require in order to assist upanddown media in providing the Deliverables, including, but not limited to
3.3.1
defining copy for all sections of the Website;
Text content should be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages should have the same titles as the agreed website pages
Text content should be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages should have the same titles as the agreed website pages
3.3.2
imagery for all sections the Website [in requested sizes] including suitable logo;
upanddown media reserve the right to refuse low quality images or logos deemed unreadable on mobile platforms
upanddown media reserve the right to refuse low quality images or logos deemed unreadable on mobile platforms
3.3.3
google stats account set-up and google analytics code
3.4 In particular for eCommerce sites, the Client shall supply
3.4.1
product.xls with complete product information
3.4.2
product relationships [meaning the category/ies a product/s resides in
3.4.3
photographs & colour swatches, according to timetable, cut to size specification
3.4.4
internet merchant account number setup and sagepay or other payment processor account; the Client is required to set up the payment facility with the third-party payment provider
3.4.5
shipping costs are calculated in the shopping bag, depending on the user’s delivery address and applied automatically to orders by the upanddown commerce module according to the product subtotal and the location of the delivery address. The Client shall provide the correct shipping cost per country
3.4.6
VAT rates for each country as all product prices are entered exclusive of VAT
3.4.7
the card types that the Client has instructed the payment process to accept
3.4.8
manual stock updates [via the admin area/productform.cfm], if products are purchased in other channels e.g. shop outlet, trade shows etc.; Integration with a third-party stock system can be agreed separately
3.4.9
in the event, that the Website should handle trade customers, It is recommended that the Client invites his trade customers at launch of the site to apply online for trade status. The Client is required to approve and set the trade status of an applicant in the customer section of the admin area.
Trade prices are not seen by the consumers; see admin manual for secure sections
Trade prices are not seen by the consumers; see admin manual for secure sections
3.5 Special hosting agreement
in the event that a special arrangement is made to host the Client's Website outside the upanddown media server, the Client agrees to the following provisions
3.5.1
the Client's hosting server is with HOSTEK LTD. and set-up to the exact same specification [database + coldfusion environment] as the upanddown media server
3.5.2
upanddown media shall not be responsible for any performance issues that may occur, whether they result out of existing coding or are related to future coding, developments of different operating systems on user platforms or browser developments. Performance issues or any other modification requirements will have to be investigated and fixed/carried out at the cost of the Client
3.5.3
the technical running and development of the Website will remain with upanddown media, and no outside developers will be brought in without prior written consent from upanddown media
3.5.4
the Client has no right to transfer all or part of the code that constitutes upanddown media's Content Management System outside that agreed server or make any other use of it without written agreement with upanddown media
3.5.5
the Client is responsible to pay all hosting fees to HOSTEK LTD.
4 TIME FOR PERFORMANCE
4.1
upanddown media shall endeavour to deliver the Deliverable by the time specified in the Contract or if no such time is specified, upanddown media shall aim to deliver the Deliverable within a reasonable timeframe
Delivery milestones and completion dates are given in good faith and should not be taken as a guarantee. Times given by upanddown media are to give the Client an indication of when they can expect the Project to be nearing completion and may change depending on a variety of factors. upanddown media will use reasonable efforts to meet the times given to the client, and where applicable; inform the Client of any expected delays
Delivery milestones and completion dates are given in good faith and should not be taken as a guarantee. Times given by upanddown media are to give the Client an indication of when they can expect the Project to be nearing completion and may change depending on a variety of factors. upanddown media will use reasonable efforts to meet the times given to the client, and where applicable; inform the Client of any expected delays
4.2
In the event that upanddown media require approval for proofs of work, the client will endeavour to provide approval for the proofs in a timely manner to enable upanddown media to meet the agreed completion date.
Should delay be attributable to the Client then upanddown media cannot be held liable for any project not meeting the proposed deadline
Should delay be attributable to the Client then upanddown media cannot be held liable for any project not meeting the proposed deadline
4.3
upanddown media ask that the Client provides all the required information in advance. On any occasion where progress cannot be made with the Client's Website because upanddown media have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge of up to 25%.
If the Project involves Search Engine Optimisation we need the text content for your site in advance so that the SEO can be planned and completed efficiently.
If the Client agrees to provide upanddown media with the required information and subsequently fails to do so within one week of Project commencement, upanddown media reserve the right to close the project and the balance remaining becomes payable immediately.
If the Project involves Search Engine Optimisation we need the text content for your site in advance so that the SEO can be planned and completed efficiently.
If the Client agrees to provide upanddown media with the required information and subsequently fails to do so within one week of Project commencement, upanddown media reserve the right to close the project and the balance remaining becomes payable immediately.
4.4
upanddown media shall not be liable for the consequences of any delay in performing the Services or providing the Deliverables
5 PROJECT FEE
5.1
The Project Fee for Services / Deliverables shall be as stated in the Contract or will be agreed at a later date in writing by upanddown media and the Client. The Project Fee is based upon the current costs of production and may be varied by upanddown media providing written notice to the Client at any time prior to performance to meet any rise in such costs.
If upanddown media and the Client do not specify a Project Fee in the Contract and subsequently fail to agree on one, upanddown media shall be entitled to charge a fair Project Fee for Deliverables, based on its standard daily rates where appropriate and any special factors relating to the Contract
If upanddown media and the Client do not specify a Project Fee in the Contract and subsequently fail to agree on one, upanddown media shall be entitled to charge a fair Project Fee for Deliverables, based on its standard daily rates where appropriate and any special factors relating to the Contract
5.2
The Project Fee as set out in the Contract shall not include the cost of Hosting the Website in a live or test environment, email services, domain name registration or renewal, secure certificates, third party components, search engine registration, photography, models, props, manuals or training unless otherwise agreed and stated in the Contract
5.3
The Project Fee as set out in the Contract shall be exclusive of value added tax which shall, where applicable, be charged to and payable by the Client as an addition
5.4
Where the Client requires upanddown media to carry out any preliminary work or work additional to that provided for in the Contract, upanddown media shall be entitled to charge for such additional work at such sum as the parties shall agree, or, in default of agreement, at upanddown media’s standard daily rates. In the event that provision of Services is delayed or disrupted by factors beyond the control of upanddown media, upanddown media shall be entitled to a fair and reasonable adjustment to its fee
5.5
Following written confirmation of the Contract by upanddown media, any cancellation or postponement of the project by the Client shall entitle upanddown media to charge a reasonable cancellation or postponement fee 25% of total Project fee, unless otherwise agreed in the Contract - to recover any costs incurred and compensate for the anticipated time the project was to take and which upanddown media planned to allocate to the Client and to review any additional costs associated in restarting that project and implement any rate changes that may have occurred in the interim
6 PAYMENT TERMS
6.1
Unless otherwise stated, upanddown media will invoice the Client in 2 parts – the first part is a non-refundable deposit of 50% of the total Project Fee payable on commencement of the project. The Client shall pay the remaining 50% of the Project Fee by the Due Date of the Contract subject to but not limited to the terms of Clauses 8.1 and 8.2
6.2
upanddown media reserve the right not to start the project until the deposit is paid in full
6.3
The Client shall make all payments without any deduction whether by way of set-off, counterclaim, discount abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by upanddown media to the Client
6.4
Late Payments - if full payment has not been received 28 days after the Due Date - the following provisions come into effect
6.4.1
upanddown media may suspend the performance of its obligations under the Contract
6.4.2
upanddown media may suspend any licence(s) granted to the Client under the Contract
6.4.3
modification or removal of the website and revoking the Client's licence of the Deliverable, until full payment has been received; by revoking the Client's licence or removing the website from the internet, upanddown media do not remove the Client's obligation to pay any outstanding monies owing
6.4.4
interest payments by the Client to upanddown media on such sum due from time to time for payment at the annual rate of 4 % above the base lending rate of The Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment
7 INTELLECTUAL PROPERTY
7.1
The Client shall be responsible for obtaining clearances in respect of third-party copyright works, trademarks, designs or other intellectual property supplied by the Client to upanddown media for use to the extent necessary to deliver the Deliverable or directly placed by the Client through a Content Management System or similar application onto servers and/or other IT equipment under the control of upanddown media or their suppliers
7.2
The intellectual property rights in the Deliverables except for the Bespoke Material and the Client Material will remain vested with upanddown media; any code that is not freely accessible to third parties and not in the public domain, and to which upanddown media own the copyright, may not be copied, published, distributed or passed to any third parties in any form
7.3
upanddown media grant the Client a worldwide, royalty-free, non-exclusive, non-transferable licence for the Client to use the Generic Software only for the purpose of operating, maintaining and developing the Website created by upanddown media for the Client
7.4.
The agreement in clause 7.3 above shall terminate if
7.4.1
any of these Terms & Conditions is breached by the Client; or
7.4.2
the Client enters into any compromise or arrangement with its creditors, commits any act of bankruptcy or if an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction as a solvent company) or if a petition is presented to court, or if a receiver and/or manager, receiver, administrative receiver is appointed in respect of the whole or any part of the Client’s undertaking or assets
7.5
On termination of the licence, however arisen, upanddown media will return the Client Material and the Bespoke Material to the Client, once payment for all services under the Contract is received in full
7.6
The Client will indemnify upanddown media for any legal costs incurred by upanddown media in the creation or consideration of Contracts and/or legal documents in relation to the transferral and clarification of ownership and assignment of upanddown media work or initial Contracts delivered by the Client
8 ACCEPTANCE OF WORK - WARRANTY AND LIMITATION OF LIABILITY
8.1
upanddown media do not warrant to the Client that the Deliverables shall be error free. As soon as the Deliverable have been delivered, upanddown media will notify the Client in Writing and require the Client to test the functionality of all elements of the website including full tests of the operation of the final version of the Website from a user’s perspective and to identify in Writing any outstanding defects for upanddown media to remedy any material outstanding issues of compliance with the Project specification within 10 days from notification
8.2
The Deliverable will be considered accepted if the Client does not notify upanddown media of non-acceptance within 10 days of the written notice or if the Client uses the Deliverable in a ‘live’ environment. Once accepted or deemed approved, work cannot subsequently be rejected, and the Contract will be deemed to have been completed and any outstanding balancing payment will become due. The Contract will remain in effect until all obligations have been completed
8.3
upanddown media will only warrant the performance of its original software against Specification for 3 months following the date of its delivery/launch to the Client where the Client directly places material or design work through a Content Management System or similar application onto servers. Following completion of the warranty period, the Client may be offered support at upandown media's standard daily rate
8.4
upanddown media take no responsibility for Services provided by third-parties through it or otherwise, including the Hosting of the Client's Website, although upanddown media endeavour to ensure that Website downtime is kept to a minimum. upanddown media can neither guarantee nor be responsible for any breaks in the continuity of the electricity supply or of the telecoms link, which in each case is the responsibility of the third party provider concerned. upanddown media do not guarantee that the server will be free from unauthorised users or hackers and accepts no liability for resulting damages
8.5
upanddown media will install and test in a pre-live stage application of third-party payment processors such as Sagepay, but do not warrant the performance of those once the site has gone live. Once the eCommerce site has gone live, third-party payment processor applications have to be tested in full, and in accordance with the rules and regulations of those, by the Client, and any failings need to be remedied between the Client and the third-party payment processor
8.6
If contracted to take on Search Engine Listings, upanddown media do not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not upanddown media that determine whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new Website may never even appear on Search Engines at all. upanddown media does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly
8.7
upanddown media shall be entitled at any time and from time to time to install later add-ons and modifications to the Generic Software provided under the Contract, and to give written notice to the Client requiring the Client to identify in Writing any part of any software being tested which may fail acceptance tests. If the Client fails to identify the same in Writing to upanddown media within 10 days after the receipt of such notice, then the Client shall be deemed to have accepted the new software
8.8
Additional work/additions on existing original software will be considered a ‘patch/modification’ and not warrant an extension to the original software’s support period. Larger modifications constitute a new project for which a new Contract is written
8.9
Should additions/modifications be made to existing software, errors occurring in other parts/areas of the software deemed as a consequence of the minor modification will be rectified at cost unless upanddown media have committed to full analysis of implications prior to the change and undertaken a full test plan of all the system as part of the original work. In brief, upanddown media will not be responsible unless full procedure has been commissioned
8.10
upanddown media undertake to provide during development reasonable effort to afford the Client clarification to the specification as interpreted by upanddown media. However, any change/modification to this specification due to Client misunderstanding of the proposed specification or amendments caused by misunderstanding, hindsight or user feedback will not be construed as an error and therefore charged at upanddown media standard daily rate. This will apply at any stage of development and following launch
8.11
upanddown media shall not be liable for any losses, damages, costs or expenses, or any loss of
revenue, profit, goodwill or any consequential or indirect or special loss or damage arising out of the provision of the Services, or of any error or defect therein, or of the performance, delayed performance or non-performance of the Services. Any liability not excluded by the above (or any exclusion of liability which is held by a court of competent jurisdiction to be invalid or unreasonable) shall be limited to a maximum aggregate liability of £500
8.12
If upanddown media are required to act as an agent of the Client, the Client will fully indemnify
upanddown media of any losses or claims result
8.13
The Client’s website content and database is backed up daily by HOSTEK LTD. however, the customer hereby accepts and acknowledges that neither HOSTEK LTD. nor upanddownmedia is responsible for any lost files, information, or data and that it is the Customer’s responsibility to keep copies of this information as a further backup
8.14
In the event that the Client's Website runs a 'Blog' and / or allows third-party users such as journalists to publish Features on topical subjects and/or makes use of the bespoke Commentary System, the Client warrants to upanddown media that the following restrictions are adhered to:
8.14.1
The Client warrants to upanddown media that it has obtained clearances in respect of third-party copyright works, trademarks, designs or other intellectual property supplied by the third-party authors and/or commentators directly placed onto the Client's Website
8.14.2
Personal abuse of authors, of commenters, members or of any other individuals is prohibited
8.14.3
Posts which contain incitement to hatred of groups or individuals, or foul or profane language is prohibited
8.14.4
Posts which promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals is prohibited
8.14.5
Contributions which may put the Client's Website in legal jeopardy, because they are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable are prohibited
8.14.6
Comments which are not relevant to the topic in question are prohibited
8.14.7
Posts which appear to be promoting commercial products or acting in a spam-like fashion are prohibited
8.14.8
Posts whose purpose is to promote propaganda or external links, rather than adding to the particular discussion taking place on the Client's Website are prohibited
8.14.9
Posts which create a false identity for the purpose of misleading others are prohibited
8.14.10
Posts which “stalk” another are prohibited
8.14.11
Direct or indirect attacks, name-calling or insults, defamatory statements are prohibited
8.14.12
Intentional attempts to derail, hijack, troll or bait others into an emotional response are prohibited
8.14.13
Violent and hostile language or calls for violence and hostility are prohibited
If Feature writers or Commentators directly or indirectly threaten the physical or mental well being of a member of the Client's Website community, or an individual or group who is the subject of an article, this policy violation will be reported to law enforcement agencies. By submitting a comment to any feature or replying to a comment on the Client's Website, the Client shall be the primary publisher and the Client will remain liable for any Features and/or Comments on his Website at all times.
If Feature writers or Commentators directly or indirectly threaten the physical or mental well being of a member of the Client's Website community, or an individual or group who is the subject of an article, this policy violation will be reported to law enforcement agencies. By submitting a comment to any feature or replying to a comment on the Client's Website, the Client shall be the primary publisher and the Client will remain liable for any Features and/or Comments on his Website at all times.
8.14.14
Should a policy violation to clauses 7 and / or 8.14.1 - 8.14.13 occur, upanddown media reserves the right to terminate the Client Account without notice and without any refunds. The policy violating Client will be held responsible for any damages to upanddown media, including but not limited to, upanddown media's system, server, reputation, business, or operations. The policy violator may be charged a £500 clean up fee.
9 STATUS AND DURATION OF OFFERS
9.1
Proposals and offers are valid for a period of one month from the date issued. upanddown media are not bound to honour offers that have expired. Offers are not legally binding unless a timetable is agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired
9.2
The Contract shall come into effect on upanddown media's confirmation of the project in Writing to the Client and shall (where applicable) continue in accordance with terms specified in the Contract, or until the Deliverable have been delivered, unless terminated earlier pursuant to Clause 10
10 TERMINATION
10.1
Either party (‘the terminating party’) shall have the right at any time by giving notice in Writing to the other party to terminate the Contract forthwith if
10.1.1
the other party commits a material breach of any of these Terms, and has failed to remedy it within 30 days of receipt of a notice from the terminating party to do so
10.1.2
any distress, execution or other process is levied upon any of the assets of the other party; or
10.1.3
the other party enters into any compromise or arrangement with its creditors, commits any act of bankruptcy or if an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction as a solvent company) or if a petition is presented to court, or if a receiver and/or manager, receiver, administrative receiver is appointed in respect of the whole or any part of the other party’s undertaking or
assets
10.2
The termination of the Contract, however arising, will be without prejudice to the rights and duties of the parties accrued prior to termination. The clauses which expressly or impliedly have effect after termination (which include but are not limited to clauses 2 5, 6, 7, 8, 10, 11, 12, 13 and 14) will continue to be enforceable notwithstanding termination
11 ASSIGNMENT AND SUB-CONTRACTING
11.1
The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of upanddown media
11.2
upanddown media may assign or sub-contract the Contract or any part of it to any person, firm or company and shall give notice to the Client at the time of such assignment or sub-Contract
12 PUBLICITY AND ACKNOWLEDGEMENTS
12.1
upanddown media shall be entitled to publicise its role in the provision of its Services and shall be entitled to use the Bespoke Material for that purpose
12.2
The Client shall ensure that upanddown media’s contribution in performing the Contract and upanddown media’s intellectual property right are properly acknowledged
12.3
Unless otherwise agreed in the Contract, the text ‘Web design & web development by upanddown media’ will be discreetly placed within the site and this text will hyperlink to the upandown media Website in a separate browser window
In the event of a special agreement with a specific Client whereby upanddown media renounce the right to display 'site by upanddown media' on the Client's Website, this does not waive the right to use this Client's Website and development work to be displayed as a reference Project on upanddown media's website. This includes Deliverables that have been published on the internet or preliminary Website drafts
In the event of a special agreement with a specific Client whereby upanddown media renounce the right to display 'site by upanddown media' on the Client's Website, this does not waive the right to use this Client's Website and development work to be displayed as a reference Project on upanddown media's website. This includes Deliverables that have been published on the internet or preliminary Website drafts
12.4
For the avoidance of doubt, upanddown media’s statutory right to be identified as the author of any copyrightable works created in undertaking the Contract under sections 77-79 of the Copyright, Designs and Patents Act 1988 or any amendment or re-enactment thereof is asserted
13 FORCE MAJEURE
upanddown media shall not be liable to the Client if it is prevented from or delayed in the delivery of the Deliverable due to circumstances beyond the reasonable control of upanddown media including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, riot, civic commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or
suitable materials
14 GENERAL
14.1
If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable, it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect
14.2
Failure or delay by either party in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of that party’s rights under the Contract
14.3
No person shall acquire any rights under the Contract by virtue of the Contracts (Rights of Third Parties) Act 1999, save that upanddown media may assign or sub-contract the Contract or any part of it to any person, firm or company
14.4
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts
14.5
If the scope of project changes from the specifications outlined in the project plan or upanddown media are required to provide additional services not described in the project specification, such changes will be documented in a change request and may impact timings and costs. The Change request will require acceptance and full/part payment by the Client before work described therein shall commence
14.6
The client understands that System Updates occur in realtime such as server patching and security updates. System Updates will be performed as and when required, but upanddown media's hosting company HOSTEK LTD. will make efforts to perform updates in the evenings outside of regular office hours. upanddown media and HOSTEK LTD. reserve the right to modify the processing times at any time without notice.
15 INDEMNIFICATION
The Client agrees to defend, indemnify and hold harmless upanddown media against any liabilities arising out of defective products sold to customers from a Website built by upanddown media or hosted on upanddown media's server, personal injury or property damage caused by products or services sold or distributed from a Website built by upanddown media or hosted on upanddown media's server, any material that infringes or allegedly infringes on the rights of a third party available from a Website built by upanddown media or hosted on upanddown media's server, and any material that libels or allegedly libels a third party available from a Website built by upanddown media or hosted on upanddown media's server
16 COMMUNICATIONS
16.1
All communications between the parties about the Contract must be in Writing and can be delivered by hand, sent by post or email
16.2
Communications shall be deemed to have been received whether sent by post or email, if and when confirmed by email
16.3
Communications addressed to upanddown media shall be marked for the attention of the project manager for the Contract in question
17 FEEDBACK
upanddown media welcome feedback from our Clients on all aspects of our work – please use the email address ‘TECH@upanddownMedia.london’ to communicate your feedback. upanddown media’s senior management takes an active role in reviewing all feedback and dealing directly with any issues raised
18 DISCLAIMER
upanddown media cannot guarantee that our Services will be 100% uninterrupted or error free. upanddown media will provide every effort in good faith to ensure that its Services are available to as many Internet users as possible with minimal service interruptions.
In no circumstance will upanddown media be liable for any claims resulting from the use or inability to use upanddown media's Services including, but not limited to, service interruptions, client errors, server failure, Internet connectivity problems, miscommunications, unauthorized access to upanddown media’s servers, InterNIC problems, DNS caching, Internet bandwidth congestion, power failures, vandalism, terrorism and natural disasters.
upanddown media reserves the right to revise our policies at any time.END
