THIS AGREEMENT IS MADE BETWEEN
(1) GloverSure Limited, whose office is at Severn Business Centre, Unit 15, Severn Enterprise Park, Welshpool, Powys, SY21 7DF, Wales (“GloverSure”) and
together known as “the parties”.
1.1 GloverSure Ltd will install and publicly post or supply the Customer's project by the date specified in the project proposal, or if no such date is specified, within six months of the date initial payment is received from the Customer or the date of when all the text and images are received that are required for the project, which ever is the later, unless a delay is specifically requested by the Customer and agreed by GloverSure Ltd.
1.2 In return, the Customer agrees to delegate a single individual as 'first-point-of-call' to aid GloverSure Ltd with progressing the commission in a satisfactory and expedient manner.
1.3 During the project, GloverSure Ltd will require the Customer to provide copy and images. If content is not provided within seven (7) weeks of an official request by email then GloverSure Ltd reserves the right to advise the Customer of a revision to the final payment fee based on new or revised pricing schedules that may be introduced from time to time. If content is not provided within eight (8) weeks from the original email request then the Customer is considered to be in default of the commission, the project will be terminated and the Customer sent the final invoice for immediate payment. GloverSure Ltd will agree, at its discretion, to recommence the commission after agreement is reached on a new quotation document and once the original fees have been paid.
2.1 Charges for services to be provided by GloverSure Ltd are defined in the project quotation that the Customer receives via e-mail. All services require an advance payment of a minimum of forty (40) percent of the project quotation total before the work is started. The remaining sixty (60) percent of the project quotation total will be due upon completion of the work after satisfactory testing and prior to going live
2.2 Payment for services is due by cheque or BACS. Cheques should be made payable to GloverSure Ltd and sent to GloverSure Ltd, Severn Business Centre, Unit 15, Severn Enterprise Park, Welshpool, Powys. SY21 7DF
3.1 GloverSure Ltd will provide the Customer with an opportunity to review the appearance and content of the work during the design and once they are completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Customer notifies GloverSure Ltd otherwise within ten (10) days of the date the materials are made available to the Customer.
4.1 Invoices will be provided by GloverSure Ltd upon completion of the work. Invoices are normally sent via email; however, the Customer may elect to receive hard copy invoices. Invoices are due upon receipt. Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a service charge in the amount of the higher of one and one-half percent (1.5%) or £25 per month of the total amount due.
4.2 Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Customer in default maintains any information or files on GloverSure Ltd's Web space, GloverSure Ltd will, at its discretion, remove all such material from its web space. GloverSure Ltd is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Customer of the obligation to pay any outstanding charges assessed to the Customer's account. Cheques returned for insufficient funds will be assessed a return charge of £25 and the Customer's account will immediately be considered to be in default until full payment is received. Customers with accounts in default agree to pay GloverSure Ltd reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by GloverSure Ltd in enforcing this agreement.
5.1 Termination of services by the Customer must be requested in a written notice and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Customer will be invoiced for design work completed to the date of first notice of cancellation for payment in full within thirty (30) days.
6.1 The Customer retains the copyright to data, files and graphic logos provided by the Customer, and grants GloverSure Ltd the rights to publish and use such materialfor the customer's project only. The Customer must obtain permission and rights to use any information or files that are copyrighted by a third party. The Customer is further responsible for granting GloverSure Ltd permission and rights for use of the same and agrees to indemnify and hold harmless GloverSure Ltd from any and all claims resulting from the Customer's negligence or inability to obtain proper copyright permissions. A contract for services and/or placement shall be regarded as a guarantee by the Customer to GloverSure Ltd that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
7.1 Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Customer in electronic format (ASCII text files delivered on CD or via e-mail or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by GloverSure Ltd to return to the Customer any images or printed material provided for use in creation of the Customer's Web site / mobile app, such return cannot be guaranteed.
8.1 A link to GloverSure Ltd will appear in either small type or by a small graphic at the bottom of the Customer's Web site. If a graphic is used, it will be designed to fit in with the overall site design.
9.1 If the Customer's Web site is to be installed on a third-party server, GloverSure Ltd must be granted temporary read/write access to the Customer's storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
10.1 GloverSure Ltd cannot accept responsibility for any alterations caused by a third party occurring to the Customer's pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.
11.1 GloverSure Ltd may purchase domain names on behalf of the Customer if instructed. Payment and renewal of those domain names is the responsibility of the Customer. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of GloverSure Ltd. The Customer should keep a record of the due dates for payment to ensure that payment is received in good time.
11.2 Domain name orders shall be confirmed by email and once ordered can not be refunded. GloverSure shall not be held responsible if a domain name is bought by a third party in the time it takes the order to be processed.
12.1 Each party’s liability to the other for any claim for breach of contract, negligence, breach of statutory duty or under any indemnity or otherwise shall be limited as follows:
12.1.1 For any claim for personal injury or death caused by the other party’s negligence, or for fraudulent misrepresentation, no limit shall apply;
12.1.2 For other claims for personal injury or death and claims for the damage to or loss of tangible property (except claims relating to data on any tangible media), liability shall be limited to £1 million per claim or series of claims arising from any one incident.
12.1.3 For any other claim, each party’s liability to the other shall be limited to the amount of fees paid under this agreement in the Year in which the claim arose.
12.2 Gloversure shall not be liable for the following types of losses, whether direct, indirect or consequential, and even if we are notified that you would incur any of these losses:
12.2.1 Financial loss, including loss of profits, earnings, business, goodwill, business interruption;
12.2.2 Expected or incidental losses; loss of expected savings; loss of sales; failure to reduce bad debt; reduction in the value of an asset.
13.1 We, or our licensors, own all Intellectual Property Rights in our proprietary software. You shall indemnify and keep us indemnified against any and all losses, costs, damages, liabilities, claims, demands and expenses suffered or incurred by us (including legal expenses reasonably and properly incurred) arising out of any claim brought against us by any third party alleging that its Intellectual Property Rights are infringed by the use by you of our proprietary software, to the extent that such a claim arises out of your modification of our proprietary software, or the use of our proprietary software in combination with third party software or services.
13.2 We hereby assign to you, by way of present assignment of all present and future rights all necessary Intellectual Property Rights in and to the product of the Services to include, without limitation, the webpage designs / mobile app and coding to the extent necessary to enable you to run, manage and maintain the Site independently of us, and to the extent that allows for no possible future claim by us against you in relation to your usage, alteration, management or other treatment of the Site.
13.3 GloverSure reserve the Intellectual Property right to re-use generic graphics and code with other clients.
14.1 The Customer agrees to indemnify GloverSure, and its parent, subsidiaries, affiliates, officers and employees against any claim or demand, arising from any act of the Customer or third party including but not limited to:
14.1.1 A breach or allegation of breach of the conditions of this Agreement;
14.1.2 Negligence, misconduct or any allegation of negligence or misconduct by the Customer or by any third party;
14.1.3 The marketing or promotion undertaken by or on behalf of the Customer;
14.1.4 The service content provided or marketed by or on behalf of the Customer,
and all costs relating thereto.
This term only applies to clients who choose to host with us
15.1 Either of us can terminate this agreement immediately by serving written notice on the other party if:
15.1.1 The other commits a material breach of an obligation under this agreement or any specific terms which is not capable of remedy;
15.1.2 The other party commits a material breach of an obligation under this Agreement or any Specific Terms which is not remedied with 28 days after receipt of a notice from the party not in breach specifying the breach, requiring its remedy and making clear that failure to remedy may result in termination;
15.1.3 If the other company becomes insolvent.
15.2 We, but not you, may terminate this Agreement and/or any Service at any time and for any reason whatsoever by giving you reasonable notice of such termination unless termination is for breach of an obligation under this agreement or any specific terms whereupon we will refund you a proportion of the fees representing the number of paid-for days of Service that you will not be receiving due to termination.
15.3 The Service shall initially be for a 12 month period which shall be extended for further periods of 12 months unless you give not less than 5 days notice
15.4 If you have terminated all services, this agreement shall also terminate.
15.5 Termination of this Agreement (or of any element of it) shall not affect any rights, obligations or liabilities of either party that have accrued before termination or that are intended to continue to have effect beyond termination.
This term only applies to clients who choose to host with us
16.1 The standard account has 500MB of storage if you require more Gloversure reserve the right to charge an extra fee of £10 per year per 100MB. The standard Bandwidth included is 1500MB per month Gloversure reserve the right to charge an extra fee of £5 per extra 1000MB
This term only applies to clients who choose to host with us.
If you choose to host your website / mobile app with Gloversure you agree that you shall:
17.1 Immediately inform us if you become aware of any unauthorised use of your account.
17.2 Not use your account, or allow others to do so, for any unlawful activity or activity in our opinion may harm us or bring us into disrepute, including the storage or distribution of:
17.2.1 Any pirated software and files
17.2.2 Any material which is of an “adult” nature (including pornography and adult ecommerce shops), offensive, obscene, pornographic, threatening, malicious, harmful, abusive or defamatory
17.2.3 Any material that breaches the rights (including intellectual Property Rights) of any third party;
17.2.4 Any material that is or encourages criminal acts;
17.2.5 Material that contains any virus, worm, Trojan Horse or other harmful code;
17.2.6 Links to, frames or displays of any of the items listed in 17.2.1 to 17.2.5
17.3 Not Copy the Software, except as is necessary for internal, archiving purposes
17.4 Not reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the software except as permitted by law;
17.5 Not sell, lease, license, transfer or sub-licence the software or associated document; or
17.6 Write or develop any derivative or other software programs based, in whole or in part upon the Software or any other Confidential Information.
17.7 Ensure that you comply with your obligations under the Data Protection Act 1998 and under UK law;
17.8 Be entirely responsible and liable for all activities, conducted on the account resources;
17.9 Not use the account resources as security for any loan, or allow it to become subject to third party rights;
17.10 Comply with any announcements that we send out
Not give any third party any rights of physical access to the account without our prior consent.
This term only applies to clients who choose to host with us.
18.1 We shall keep the account resources in reasonable operating condition.
18.2 From time to time we, our suppliers and/or subcontractors may need to carry out maintenance or other operations in our data centre that will affect the availability of the service to you. When ever possible we shall give you as much notice as we possibly can of planned maintenance. However, we may not be able to give you any notice in the event of emergencies or urgent work.
18.3 We monitor the performance of our servers, and endeavour to deal with reductions in operating performance within a reasonable time. However, you acknowledge that an occasional reduction in operating performance of the Services is a natural part of the services, as other people are sharing the same server resources and can depend upon many factors including how you use the Services. This is outside our control and accordingly we are not liable for such reductions.
19.1 Gloversure will make all reasonable steps to prevent unauthorised access to any confidential information in GloverSure’s possession
19.2 Any party to whom GloverSure discloses confidential information is under an obligation of confidentiality and will observe such confidentiality.
20.1 This agreement supersedes all previous representations, understandings or agreements. The Customer's signature below or payment of an advance fee constitutes agreement to and acceptance of this agreement.
21.1 GloverSure and the Customer undertake and agree to pursue a positive approach towards dispute resolution which seeks to identify a solution which avoids legal proceedings and maintains a strong working relationship between the parties.
21.2 In the event of any dispute or difference between the parties relating to this Agreement (whether this may be a matter of contractual interpretation or otherwise), the matter shall be dealt with as follows:
21.2.1 by referral in the first instance to Richard Glover-Davies of GloverSure and the [Managing Director/Project Manager] of the Customer who shall promptly use all reasonable endeavours to resolve such matters as soon as reasonably practicable and, in any event, within 20 Business Days of the referral of the dispute;
21.2.2 If GloverSure and the Customer are unable or unwilling to resolve the matter between themselves in accordance with this clause , the parties shall (unless they agree otherwise) seek resolution of the dispute by the Courts in according with this Agreement.
None of the above provisions shall prevent any party from making any application in any court of competent jurisdiction in relation to any of the Intellectual Property Rights referred to in this Agreement for any injunctive or other interim relief.
These conditions and all other express terms of contract shall be governed and construed in accordance with the laws of England and Wales.
In the event any one or more of the provisions of this Agreement and/or Order Form shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.
This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties.