Please note before you read these Services Terms & Conditions:
These Service Terms and Conditions apply to all the services
we offer. Clauses 1 to 18 of these Terms and Conditions are general terms which
apply to all our services. There are further terms which are specific to
particular services and these are detailed in Schedule 1 of these Terms and
Conditions. Schedule 1 forms part of these Terms and Conditions.
These Terms and Conditions, Service Level Agreement, Data Processing
Agreement and the Order Form together form an agreement between Webevents
Limited trading as ID and the client.
1 DEFINITIONS AND INTERPRETATIONS
1.1 In these Terms and Conditions unless the context
Agreement means the agreement between ID and the
Client for the provision of the Services pursuant to the Order Form and subject
to these Terms and Conditions;
Background IPR means all Intellectual Property Rights
that existed prior to the Commencement of services.
Client or You means the person, corporate body,
unincorporated association or partnership named in the Order Form;
Commencement Date means the date upon which the
Agreement commences being either the date the Order Form is signed by You or
the date of the electronic acceptance of the Order Form by You;
Information means all personal data and information
of whatever kind or nature which one party obtains from the other under this
Agreement whether or not it is in tangible or documented form;
Initial Term means the minimum term of the Agreement
as set out in Clause 8 and as may be extended in accordance with Clause 10.3;
Intellectual Property Rights means all copyright and
other intellectual property rights howsoever arising and in whatever media,
whether or not registered including, without limitation, patents, trade marks,
service marks, database rights, trade names, logos, rights in designs and any
applications for the protection or registration of these rights and all
renewals and extensions thereof throughout the world and all know-how,
goodwill, confidential information and all other intellectual property rights
or forms of protection of a similar nature or having equivalent or similar
effect to any of these which may subsist anywhere in the world, for their full
term and any extension or renewal thereof;
Order Form means the document provided by ID setting
out the Client’s order for the Services and incorporating the Services and
SEO means Search Engine Optimisation;
Services mean the services to be provided to You by ID
as set out in the Order Form and in accordance with these Terms and Conditions;
Services and Invoicing Schedule means the schedule
within the Order Form that details when the Services will be provided and when
You will be invoiced for those Services (subject to any variation in accordance
with Clause 10.3);
Software means the software, toolkits or technology
developed and/or to be developed by ID including the structure and architecture
of the software, toolkits or technology and the underlying code;
VAT means value added tax and any tax which may from
time to time replace it;
ID or We means Webevents Limited trading as ID
(registered in England under Company Number 3984604) of 1st Floor Central
House, Beckwith Knowle, Otley Road, Harrogate, HG3 1UF;
ID Content means all articles, papers, news and
promotional stories in any form and other related materials developed and/or provided
by ID for use in, connection to or in relation to the Services;
ID IPR means the Intellectual Property Rights vested
in ID including but not limited to the Intellectual Property Rights in the
Software and the ID’ Content; and
Website means the website owned by ID at https://www.ingenuitydigital.com/
1.2 The headings in these Terms and Conditions are for ease
of reference and shall not affect the interpretation of the Agreement.
1.3 Any reference in these Terms and Conditions to any
provision of a statute shall (except where the context otherwise requires) be
construed as a reference to that provision as amended, modified, extended or
re-enacted at the relevant time and shall include any subordinate legislation,
including statutory instruments or regulations made under any of the foregoing.
2 The Services
2.1 We will provide You with the Services in accordance with
the Agreement and based on the information confirmed by You in the Order Form.
You are responsible for ensuring that the details on the Order Form are
2.2 We will provide the Services with reasonable skill and
2.3 Changes to the Services during the term of this
Agreement will not normally be permitted. Any changes to the Services requested
by You during the term of this Agreement must be agreed in writing and such
agreement shall be at our sole discretion. Changes to the Services so agreed
may incur additional costs in accordance with Clause 3.5.
2.4 Our performance of the Services is dependent upon You
providing such information or feedback as We may reasonably require from time
to time. Should You not provide information or feedback within 7 days of any
such request, You acknowledge that this may affect our ability to provide the
Services and You shall not be entitled to any refund or credit against fees in
the event that We are prevented from providing the Services.
2.5 You must inform us in advance of any changes to (or in
respect of) your website that may affect the provision or the performance of
the Services. You acknowledge that You are solely responsible if any such
changes affect the provision or performance of the Services and You shall not
be entitled to any refund or credit against fees in this event.
2.6 You acknowledge that the provision of the Services is
not subject to any performance guarantees or promises including but not limited
to ranking positions on internet search engines or the number of searches,
visitors or click-throughs, except where expressly stated otherwise in Schedule
1 of this Agreement.
2.7 We are unable to ensure or guarantee the security of
information transmitted over the internet. Any information or data transmitted
through the use of or in connection or relation to the Services is at your
3 Fees and Payment
3.1 The fees for the Services are as stated in the Order
3.2 You will be invoiced as set out in the Services and
Invoicing Schedule of the Order Form and will be invoiced in advance. Payment
will be due in accordance with the following payment terms unless expressly
stated otherwise in the Order Form:
3.2.1 where the Services are subject to a set-up fee or
deposit, such fee will be payable by You immediately upon the Commencement
Date. Any set-up fee or deposit is non-refundable.
3.2.2 all other fees including ongoing or recurring monthly
fees will be payable in advance immediately upon receipt of invoice throughout
the term of the Agreement.
3.3 If payment is not received in accordance with the
payment terms specified in the Agreement, We shall be entitled, without
prejudice to any other rights that We may have, to charge You interest accruing
on the sum due at the rate of four per cent above the annual base lending rate
of Barclays Bank plc, from time to time.
3.4 If payment is not received in accordance with the
payment terms specified in the Agreement, We reserve the right to suspend the
provision of the Services and restrict your use of the Services until such time
as payment is received. Such suspension of the Services will extend the Initial
Term of the Agreement as detailed in Clause 10.3.
3.5 Any changes to the Services requested by You during the
term of this Agreement in accordance with Clause 2.3 may result in an
additional fee being charged to You.
3.6 All fees for the Services are stated and payable in
British Pounds. Fees do not include VAT or any other taxes that may from time
to time be applicable.
4 Cancellation and Refunds
4.1 The Agreement cannot be cancelled or terminated other
than in accordance with Clause 8, Clause 10.3 or Clause 15.2, except with ID’s
express written agreement.
4.2 If You wish to cancel the Agreement other than in
accordance with Clause 15.2 or Clause 8.3, You must write to Us giving one
month’s notice of your request to cancel. Such cancellation will be subject to
a minimum cancellation charge of 50 per cent of the remaining fees chargeable
under the Agreement. Any cancellation request by You will only be valid if it
is acknowledged in writing by Us.
4.3 If We cancel the Agreement in accordance with Clause 8
or Clause 10.3, You will be charged a minimum cancellation charge of 50 per
cent of the remaining fees chargeable under the Agreement in respect of liquidated
5 Intellectual Property Rights
5.1 The parties agree to licence their Background IPR to
each other for the sole provision of Services. The parties acknowledge and
accept that this licence is revocable, non-transferrable, non-assignable, worldwide
and royalty free.
5.2 Except as expressly set out herein, all work performed
by ID is the copyrighted works of ID and all Intellectual Property Rights in
and in relation to the Software, the ID Content and any other materials,
documents and analyses developed or to be developed by ID shall remain vested
in and be the exclusive property of ID and shall be licenced to You on a
revocable, non-transferrable, non-sublicensable, worldwide, royalty free basis
solely for your internal business purposes.
5.3 If You become aware of any infringement or threatened
infringement of any of the ID IPR or of any action detrimental to any of such
rights, You shall immediately notify Us giving full particulars of such matters
and You shall make no comment or admission to any third party in respect of
5.4 We shall have the sole conduct of any proceedings
relating to any of the ID IPR and shall in our sole discretion decide what
action (including litigation, arbitration or compromise), if any, to take in respect
of any infringement or alleged infringement of any of such rights or any other
claim brought or threatened in respect of the use of any of such rights.
6 Warranties and Indemnities
6.1 Each party warrants to the other that it has full power
and authority to grant the rights to the other party as provided in the
6.2 We represent and warrant to You that We will provide the
Services contemplated by the Agreement with reasonable care and skill, in good
faith and in accordance with good industry practice.
6.3 You represent and warrant to Us that:
6.3.1 any materials delivered to
Us under the Agreement shall be your property or You shall have licensed or
obtained copyright permission to use such materials and none of the materials
shall infringe copyright or patent laws, or involve the unauthorised use of the
rights of any third party and do not contain any matter which is injurious or
which is illegal, scandalous, obscene, libellous, defamatory or which would
constitute a contempt of court; and
6.3.2 as at the Commencement
Date, there is no litigation, proceeding or claim pending or threatened against
You or any other party relating to any material to be utilised in performance
of the Agreement.
6.4 Each party warrants to the other that in relation to the
Information, it has and will at all times comply with all relevant requirements
of the General Data Protection Regulation (2016/769) and/or the Data Protection
Act 2018 or any subsequent replacement legislation and acknowledges and accepts
their obligations as set out in the parties accompanying Data Processing
6.5 Except as expressly set out herein and to the fullest
extent permitted by law, We exclude all conditions, terms, representations
(other than fraudulent representations) and warranties relating to the Services
or materials supplied pursuant to the Agreement, whether imposed by statute or
by operation of law or otherwise, including without limitation, the implied
warranties of satisfactory quality and fitness for a particular purpose.
6.6 Except to the extent caused by any fraud or dishonesty
by Us, You agree to indemnify Us to the fullest extent permitted by law from
and against all liabilities, losses, damages, and reasonable expenses,
including but not limited to legal fees and expenses, arising from or in
connection with any claim or action as a result of the use of or possession of
material or information provided by You under the Agreement.
6.7 The obligations set out in this clause shall survive
variation, renewal, termination or expiry of the Agreement.
7 Exclusion of Liability
7.1 Nothing in this clause shall exclude or limit either
party’s liability for fraud or negligent misrepresentation or for personal
injury or death resulting from the negligence of either party or its agents or
7.2 We shall not be liable in any way for any economic
losses (including, without limitation, loss of revenues, profits, contracts,
business or anticipated savings) or any special or indirect or consequential
losses, howsoever caused, whether or not such losses were within the
contemplation of the parties at the Commencement Date, suffered or incurred by
You arising out of or in connection with the use of the Services or any other
matter under the Agreement.
7.3 Subject to 7.1 and 7.2 our maximum aggregate Liability
in respect of each Order Form will be limited to a sum equal to 125% of the
Charges paid and/or payable by You to Us under that Agreement.
8 Term and Termination
8.1 The Agreement shall commence on the Commencement Date
and shall continue in full force and effect until completion of the last
remaining Order Form.
8.2 Either party may give the other party at least one
month’s written notice of its intention to terminate the Agreement.
8.3 Without prejudice to either party’s other rights and
remedies, either party may terminate the Agreement by immediate written notice
to the other in the event that the other party:
8.3.1 ceases or threatens to
cease to carry on business; or
8.3.2 is subject to bankruptcy
or liquidation proceedings (other than a voluntary liquidation for the purpose
of reconstruction or amalgamation), is determined to be insolvent or otherwise
is unable to meet its financial obligations, or has a receiver or administrator
appointed over all or any material part of its assets; or
8.3.3 commits a material breach
of any provision of the Agreement, provided that in the case of any such
material breach that is capable of remedy, termination shall only occur if the
breach shall not have been remedied within thirty days of the other party
having been given notice in writing specifying the nature of the breach and
requiring it to be remedied. Any restriction or suspension of the Services by ID
in accordance with Clause 3.3 shall not constitute a breach of this Agreement;
8.3.4 commits a material breach
of any provision of the Agreement which has been previously breached once and
8.4 Termination of the Agreement shall be without prejudice
to any existing rights and/or claims that a party may have against the other
party, and shall not relieve the other party from fulfilling its obligations
accrued prior to such termination.
9 Consequences of Termination
9.1 Upon termination or expiry of the Agreement however
9.1.1 We shall cease to provide
the Services to You;
9.1.2 You shall immediately cease
to use the ID IPR and any other Intellectual Property Rights and any other
rights of ID relating to the Services;
9.1.3 You shall immediately pay
all outstanding charges under the Agreement up to the date of termination and
any cancellation fees where applicable; and
9.1.4 You shall immediately
deliver and return to Us all material and information supplied by Us pursuant
to the Agreement.
9.2 All provisions of the Agreement which in order to give
effect to their meaning need to survive its termination shall remain in full
force and effect after termination
10 Suspension of Services
10.1 We may temporarily suspend the Services without
compensation or recourse for the purpose of carrying out work at our premises
or maintaining or upgrading our systems. We will endeavour to give You prior
notice of such suspension but may be unable to do so and are not obliged to do
10.2 We may immediately and without notice suspend the
provision of the Services to You without compensation or recourse in the event
10.2.1 We are required to do so
in order to comply with a legal order or request from a governmental or other
competent authority; or
10.2.2 We are reasonably aware or
suspect that You are in breach of Section 11.
10.3 We may immediately and without notice suspend the
provision of the Services to You in the event that We are taking action for
non-payment in accordance with Clause 3.4. Any suspension of the Services
pursuant to this clause will extend the Initial Term of the Agreement by the
number of months during which the Services were suspended. In the event that it
is necessary to suspend the provision of the Services by three months or more pursuant
to this clause, We reserve the right to cancel the Agreement without notice and
the provisions of Section 4 will apply.
11 Acceptable Use
11.1 You may only use the Services in accordance with the
Agreement and for lawful and proper purposes which include complying with all
applicable laws and regulations. You agree that You will not:
11.1.1 do anything or include any
information on your website which is or may be harmful, illegal, obscene,
offensive, threatening, defamatory, deceptive, discriminatory or otherwise in
breach of any applicable laws or regulations including any Google regulations;
11.1.2 use the Services in a
manner which may cause an infringement of copyright, privacy or the rights of ID
or any other party including but not limited to any attempt to reproduce, copy
or duplicate ID Content or other work performed by ID pursuant to the
11.1.3 use the Services for or in
connection with any illegal or unethical marketing practice including but not
limited to spamming;
11.1.4 interfere or attempt to
interfere with the operation of the Services or networks connected to the Services
or Software via whatever means including but not limited to uploading or
transmitting material containing corrupt data or software viruses or to access
without authority any system or data;
11.1.5 attempt to deface, copy,
reverse engineer, disassemble, decompile, translate, modify or otherwise alter
the Software; or
11.1.6 take any action that may
lead to an unreasonably large load on our networks or infrastructure.
12 Changes to the Agreement
12.1 Any variation to these Terms and Conditions in contemplation
or execution of the Order Form, including but not limited to any special terms
agreed between the parties, shall only be valid if they have been confirmed in
writing by a director of ID. No employee or representative of ID other than a
director has the authority to vary these Terms and Conditions.
12.2 Any notification from You which attempts to vary these
Terms and Conditions will be invalid unless it has been agreed in writing by a
director of ID.
13.1 Save as otherwise provided in this Agreement, any
notice given under this Agreement shall be in writing and served by hand or by
recorded or special delivery post to the address as the relevant party may
designate to the other in writing from time to time. References in this
Agreement to “in writing” shall also include by email which must be sent to the
email address as the relevant party may designate to the other in writing from
time to time. Service of notice by facsimile is not acceptable or valid.
13.2 Any notice shall be deemed to have been served
immediately if delivered by hand, 48 hours after posting if delivered by
recorded or special delivery post and 24 hours after transmission if delivered
14.1 You may not assign or grant any sub-licences of any or
all of its rights under the Agreement without our prior written consent.
14.2 We reserve the right to assign or otherwise transfer
all or any of our rights under the Agreement at any time provided that such
assignment shall not relieve any of our obligations under the Agreement.
15 Force Majeure
15.1 Neither party shall be liable to the other for any
failure under the Agreement if and to the extent that such failure is due to
force majeure which shall mean any circumstances beyond the reasonable control
of the party concerned, including but not limited to war, acts of God, riot,
terrorism, earthquake, accidents, explosion, fire, floods, any act or omission
of Government or other agencies or failure of technical or electrical
facilities not within such party’s reasonable control.
15.2 The party affected by such a force majeure event shall
as soon as reasonably practicable notify the other party in writing. In the
event that the force majeure event so notified continues so as to prevent the
performance of the Agreement for a period of six months or more after such
notice then either party shall have the right to terminate the Agreement
without liability for breach of contract.
16.1 Each party shall keep any information relating to the
trade secret and proprietary information, materials and documentation of the
other party confidential and will keep all such information secure and
protected against theft, damage, loss or unauthorised access and will not
disclose any such information to any other person, except to its professional
representatives or advisers or as may be required by law or any legal or
regulatory authority. Each party
undertakes to procure that its employees and agents are aware of and are bound
by the provisions of this clause, and the obligations of this clause shall
survive the variation, renewal or termination of the Agreement, but shall cease
to apply to any information which has come into the public domain through no
fault of the recipient.
17.1 Notwithstanding that any one or more sections, clauses
or sub-clauses of the Agreement may prove to be illegal, invalid or
unenforceable, the remaining sections, clauses and sub-clauses shall continue
in full force and effect.
17.2 The Agreement and any other documents referred to
herein shall constitute the entire agreement between the parties for the
provision of the Services and supersede all previous agreements, arrangements
and undertakings between the parties.
17.3 Sections 6, 7, 16 and 18 of the Agreement shall survive
the termination of the Agreement.
17.4 The failure to exercise or delay in exercising any
right shall not constitute a waiver of the right or remedy and no course of
conduct or acquiescence shall constitute such a waiver other than a notice to
that effect given to the other party specifying the right in question.
17.5 Except in the case of any permitted assignment of this
Agreement pursuant to Section 14, a person who is not party to this Agreement
has no rights under the Contracts (Rights of Third Parties) Act 1999 or
otherwise to enforce any clause of this Agreement.
17.6 Nothing in the Agreement is intended to or shall
operate to create a partnership between the parties.
18 Governing Law
18.1 The Agreement shall in all respects be governed by and
construed in accordance with the laws of England and Wales and the parties
hereby submit to the exclusive jurisdiction of the courts of those countries in
respect of any matter arising from or in connection with the Agreement.
Schedule 1 – Terms and Conditions relating to specific
The following Terms and Conditions apply to all our SEO
S1.1 We will provide SEO Services in accordance with the Order
S1.2 The SEO Services may include optimisation or set-up
work at the commencement of your campaign. You acknowledge that any such
optimisation or set-up work will be performed in accordance with the Services
and Invoicing Schedule included in the Order Form (and will usually be
performed during the same calendar month as the Commencement Date unless stated
otherwise in the Order Form). Set-up charges are payable in advance.
S1.3 You will be invoiced in advance in accordance with the
Services and Invoicing Schedule which forms part of the Order Form. Invoices will
be issued and payable at the beginning of the month with the exception of the
first month of the Agreement when invoices will be issued according to the
Commencement Date. In addition, invoices may be issued other than at the
beginning of the month in the event that We suspend the provision of the
Services pursuant to Clause 10.3.
S1.4 You must implement or otherwise act upon the
recommendations We make during the provision of the Services. In the event that
You do not implement recommendations within 14 days of being advised to do so,
You acknowledge that this may affect the performance of your campaign for which
We cannot be held responsible.
S1.6 By entering into this Agreement, You confirm that You
or any agent acting on your behalf have not at any time created on any website
which is the subject of this Agreement any duplicate sites, duplicate pages or
content, hidden links, doorway pages or redirects, nor have You or your agents
undertaken any spamming techniques or purchased or otherwise acquired links
which may harm the website’s ranking within, or risk the imposition of penalty
by, any internet search engine.
S1.6.1 If you are unsure as to Your status with regard to
the confirmation required in Clause S1.6, please refer to the information and
guidance sheet available on the link https://www.IDagency.co.uk/seo-google-update/.
You are further advised to review reports detailing works performed by any
agent or other third party which has previously undertaken search engine
optimisation on your behalf.
S1.7 In the event that You are or should reasonably be aware
with reference to Clause S1.6.1 or otherwise that your website or promotional
works around it breaches Clause S1.6 or your website has been penalised by any
internet search engine, You must inform Us prior to entering into this
Agreement. You acknowledge that non-disclosure of such information may affect
the performance of your campaign for which We cannot be held responsible. In
the event of such non disclosure, We may offer to provide additional
rectification services and these may incur additional fees but we are not
obliged to do so. Nothing in this clause shall prevent us from performing the
Services agreed in the Order Form.
S1.8 If, at any time during the Agreement, You use an agent
or other third party other than ID for search engine optimisation, You accept
that this may have a significant detrimental effect on the performance of your
S1.9 You acknowledge that the provision of the SEO Services
is not subject to any performance guarantees or promises including but not
limited to the ranking of your website on internet search engines or the volume
of searches, visitors, click-throughs or incremental revenue.
The following Terms and Conditions apply to all our other
S1.10 We will provide the Services in accordance with the Order
S1.11 You will be invoiced in advance in accordance with the
Services and Invoicing Schedule which forms part of the Order Form. Invoices
will be issued and payable at the beginning of the month with the exception of
the first month of the Agreement when invoices will be issued according to the
Commencement Date. In addition, invoices may be issued other than at the
beginning of the month in the event that We suspend the provision of the
Services pursuant to Clause 10.3.
S1.12 You acknowledge that the provision of our Services is
not subject to any performance guarantees or promises including but not limited
to the ranking of your website on internet search engines or the volume of
searches, visitors, click-throughs or incremental revenue.