Contact Online Ltd – Terms and Conditions of Business
1.1 These terms and conditions constitute the entire terms and conditions upon which Contact Online provides the Service and upon which the Customer agrees to contract for the use of the Service.
1.2 This Agreement supersedes any written or oral representations, statements, understandings or agreements, except where specifically varied by written agreement by Contact Online.
1.3 By placing an order for the Service, you, the Customer, confirm your acceptance of the terms of the Agreement.
1.4 In the event of any conflict between the Agreement and any other document, the Agreement shall prevail.
In this Agreement;
“Agreement” means these terms and conditions together with the Order Confirmation.
“Approval Process” means post sign off of the Brief Document, or post the work commencing, the Customers instruction to Contact Online to make changes or amendments to the Service using the Changes Control Document.
“Bespoke Services” or “Bespoke Work” means any Services which has been designed to bespoke specifications as reflected in the Brief Document.
“Brief Document” means the initial interpretation of the Work, based upon the Quotation Document, outlining the functionality and listing a work schedule, with regards the need for this document; Contact Online will be the sole arbiter of this issue.
“Changes Control Document” (CCD form) means the document which captures and records all Customer instructions including on-going Customer requests for project changes and amendments, to the Services to ensure management.
“Completion of Work” means the conclusion of Work delivered by Contact Online, post development stage where the Customer assumes responsibility, as confirmed by Contact Online and as described in the Order Confirmation.
“Consultancy and Training Services” means provision of consulting and training Services relevant to the Service deployed by Contact Online more fully described in the Order Confirmation.
“Contact Online” or “we/our/us” means Contact Online Ltd, a company registered in Scotland (company registration number SC420651), registered at BALTIC CHAMBERS SUITE 126-128, 50 WELLINGTON STREET, GLASGOW, LANARKSHIRE, SCOTLAND, G2 6HJ.
“Contact Online Plug-in” means the plug-ins created by Contact Online and the IP owned by Contact Online.
“Contract Price” means the total of all charges (calculated by hourly rate, daily rate, monthly rate, or fixed priced) for the Service to be provided under this Agreement as set out in the Order Confirmation.
“Customer Call” means the Customer communication by telephone or by email from an existing customer.
“Customer Pricing Policy” means the pricing structure first agreed and subject to amendment after the Service has commenced based on the actual workload and complexity of the work carried out by us.
“Digital Signature” means an electronic signature that allows the Customer to instruct Contact Online to carry out Work.
“General Communication” means any sales or general query unrelated to an on-going live Project and not a technical query; you can contact us by telephone on 0141 250 7050 or by email on firstname.lastname@example.org.
“Inspection” means the process where the Work is assessed by Contact Online conducting a review of the Work and ensuring the Work is identical to the Work carried out as described in the Brief Document.
“Intellectual Property” means any Scripts, Contact Online Plug-in, process, patent, invention, software, computer code, copyright, database right, registered or unregistered design, trademark (whether registered or unregistered), trade name, logo, trade secrets, know-how or other industrial or intellectual property right subsisting anywhere in the world, and applications for any of the foregoing, together with the goodwill thereon.
“Keyword Report” means the keywords chosen by Contact Online for usage when delivering SEO Services. With regard to the research and choice of words used; Contact Online is the sole arbiter of this issue.
“Material Change” means significant change(s) to the objectives, methods or extent of the Work as set out in to the Brief Document, in respect of which Contact Online will be sole arbiter. Any changes deemed to be a Material change will be subject to further quotation.
“Minor Changes” means changes carried out by Contact Online which are part of the Brief Document and is not classified as a Material Change and will not require a further quotation more fully described in the Order Confirmation.
“Out of Hours” means Adhoc Services offered to the Customer outside the hours of 9.00 to 5.30pm, Monday to Friday and charged at a different hourly rate.
“Project” means the current Work provisioned by Contact Online.
“Project Communication (s)” means the Customer Call or Customer communication with regards to a live Project resulting in a weekly or monthly call, contactable by telephone or by email on email@example.com
“Quotation Document” means pre-contract information provided by you to allow Contact Online to provide an accurate quotation; the information provided by the initial interpretation of the Work you will be required by Contact Online to deliver the Service.
“Reporting” means the detailed reports created by Contact Online outlining details of the Work carried out. The frequency of the reporting is on a weekly or monthly basis. The style, approach and methodology used is the choice of Contact Online, who shall be the sole arbiter with regard to this issue.
“Sign Off” means the Customer’s instruction to Contact Online to proceed with agreed stages of the Work as set out in the Order Confirmation.
“Staging Document” means the document that records the timescales and customer responsibilities including the stages of automatic ‘Sign Off’.
“Subscription Services” means the option to pay for Services (excluding domain name and hosting Services) via Direct Debit; this is at the election of Contact Online, who is the sole arbiter of this issue.
“Support” means the additional support offered to the Customer to commence after Completion of Work.
“the Customer” and “You / Your” means the company, firm, person, persons, corporation or public authority identified in the Order Confirmation as contracting for the Service and includes their successors or personal representatives.
“the Order Confirmation” means the email or letter sent to the Customer by Contact Online which sets out details of the Service to be provided, price, completion date (if any) and such other specific contractual terms as may be appropriate.
“the Service” means the provision of design and development services and search engine optimisation services (seo) and in addition the supply of consultancy and Support services and Reporting services where applicable (together or individually known as “Work”), all as fully described in the Order Confirmation.
“the Service Commencement Date” shall be the date the Service is available as set out in the Order Confirmation.
“Working Day” means within the hours of 9.00am to 5.30pm, Monday to Friday only, not including bank or statutory holidays;
“Writing” includes any written paper document, any fax and any email correspondence.
2. Accountant Management Services
2.1 Contact Online will provide email support for General Communication via firstname.lastname@example.org or telephone by calling 0141 250 7030. The standard Service will include;
2.1.1 all Customer queries to be responded to within one Working Day of the initial Customer contact.
2.1.2 the resolution time will depend upon the complexity of the Customer issue; however, we will endeavour to resolve the problem as soon as is necessary.
2.1.3 support Services will be generally available between 9.00am and 5.30pm, Monday to Friday (excluding weekends and public holidays).
2.2 Unless otherwise stated on the Order Confirmation, we offer weekly and monthly account management telephone based meetings available between 9.00am and 5.30pm, Monday to Friday (excluding bank holidays).
2.3 Where a Customer instruction is placed orally, in the event of any dispute as to the instruction given, Contact Online’s version shall be deemed as the authoritative instruction, unless otherwise confirmed in writing.
2.4 All Project Communication will be discussed on a Weekly or a Monthly basis at the election of Contact Online. In the event there is a project team in place to engage with Contact Online, the Customer should collate all Project Communications to be discussed at the weekly meetings; all project communications are conducted by telephone (telephone number to be issued to the Customer at the time of the live Project) or face to face (at the election of Contact Online). We can be contactable by email on email@example.com
3. Service provision
3.1 Contact Online will provide an Order Confirmation for all orders accepted but reserves the right to accept or reject any order.
3.2 Where instruction is placed orally or in the event of any dispute as to the Order, the Order Confirmation shall be deemed as the authoritative Order.
3.3 Contact Online will use all reasonable endeavours to provide the Service as described in the Order Confirmation.
3.4 Contact Online may at any time amend the Service for any reason including, but not limited to, technical, legal or business reasons.
3.5 Any dates quoted for delivery of Services are approximate only and we shall not be liable to you for any delay in delivery of Services howsoever caused. Time for delivery shall not be of the essence unless stated on the Order Confirmation.
3.6 The Customer is responsible for ensuring a comprehensive feedback in terms of clause 4.2 hereunder. Contact Online shall carry out minor changes requested by the Customer to aspects of the Service following Completion of Work, however in the event that the Customer requires a Material Change (in respect of which Contact Online shall be sole arbiter) to any aspect of the Service, additional charges may be payable by the Customer.
3.7 Due to the nature of the Service, no refund is offered by Contact Online.
3.8 Unless otherwise stated, the contract duration will be based upon the length of the project or based upon a 30-day contract period and continues on a 30 days rolling contract basis thereafter, fully described in the Order Confirmation.
4. Customer Obligations
4.1 The Customer shall pay the charges for the Service in accordance with clauses 8, 9 and 10 below.
4.2 The Customer is responsible for providing a satisfactory level of cooperation and for providing all necessary project information and facilities to enable Contact Online to produce and deliver a quality Service, including;
4.2.1 notifying us if you are unhappy with work carried out within 14 days of “Completion of work”.
4.2.2 investment of necessary time to provide a comprehensive feedback regards each stage of Sign Off including the ‘Briefing Document’.
4.2.3 adhere to automatic Sign Off through the use of the Staging Document.
4.2.4 digital signature where applicable (Note: the Customer must be aware by signing the document in this manner they will be entering into a binding agreement; we recommend the Customer uses a certification Service provider when using digital signature technology).
4.2.5 Sign Off where applicable.
4.2.6 provision of correct project information, for example, correct point of contact details, access requirements, and all other relevant details to Support the process.
4.2.7 where applicable ‘backing up’ all their own data, files and business and Customer information.
4.2.8 where applicable installing software that is necessary in order to access the Contact Online Services, including but not limited to, Web Browser Software, as recommended by Contact Online. The Software is installed and maintained by you at your risk.
4.2.9 adhering to both the Customer Pricing Policy and the Approval Process when requesting changes and amendments using the CCD.
4.2.10 the Customer providing remote access where applicable.
4.2.11 where applicable to supply log-in details before the Brief Document is submitted within 5 days of contracting with Contact Online.
4.3 The Customer will be responsible for obtaining and holding all consents, licences, permits and other similar instruments applicable to material it supplies to Contact Online for incorporation into the Work, including without limitation copyrights, trademarks, artworks, patents and all such similar instruments.
4.4 The Customer warrants and represents to Contact Online that any element of text, graphics, photos, designs, trademarks or other material supplied to Contact Online for inclusion in the Work are owned by the Customer, or that the Customer has permission from the rightful owner to use each of these elements and that Contact Online’s use of such material shall not infringe the intellectual property rights of any third party.
4.5 Without prejudice to its rights in terms of Clause 12 hereof, Contact Online is entitled to suspend or terminate the Customer’s use of the Service if the Customer fails to comply with any of its obligations under this clause 4.
4.6 If the case of third party involvement including existing Customers suppliers or suppliers nominated by the Customer, the Customer agrees and undertakes to ensure that all necessary information is communicated to all parties involved in the project or work to be carried out. Contact Online is not responsible for briefing all parties unless stated in the Order Confirmation.
4.7 The Customer is responsible for gaining permission to use Intellectual Property not owned by the Customer. Contact Online takes no responsibility for such undertakings.
4.8 In the event the Customer ordering directly from 3rd parties, Contact Online is not responsible for renewing Services.
4.9 The Customer will be responsible for collating all Project Communication (s) to be discussed at the designation Customer Call.
4.10 If delivery of the Service is impeded or delayed by the Customer, his contractors or third parties so as to change the scope or duration of the Services, Contact Online shall advise the Customer of the effects including any increase in the Service charges and the Agreement shall be modified to reflect such changes.
4.11 The Customer will not request or permit anyone other than Contact Online to modify or interfere with the Services provided unless stated in the Order Confirmation.
4.12 Contact Online must be kept informed of any upgrades or third parties updating systems or software that may affect the Services provided.
4.13 Consultancy and Training Services are subject to the following additional terms and Conditions:
4.13.1 the Customer is responsible for ensuring attendance numbers and no reduction in the Contract Price will be made due to a fewer number of attendees being trained than has been confirmed on the Order Confirmation.
4.13.2 where the Customer has contracted for Consultancy and Training Services; the Service will only cover Services originally agreed at the time of contract and further work is subject to quotation more fully described in the Order Confirmation.
4.13.3 to cancel Consultancy and Training Services the Customer must notify Contact Online no later than 7 days prior to commencement of Services and will incur 50% of the contract price. Where notice of cancellation is less than 7 days prior to commencement of Services, the Customer will incur full contract price. Payment will be due from you to us within 30 days of cancellation.
4.14 Contact Online will only provide Services as described in the Order Confirmation.
5. Hosting and Domain Name Services
5.1 Where the Customer has acquired hosting and domain services from Contact Online, as set out in the Order Confirmation, Contact Online will continue to provide such Services at the end of the 12-month initial period for
a further 12-month period unless otherwise agreed and instructed in writing one month before the end of such 12 month rolling period. Contact Online will continue to provide services until otherwise instructed including the Customer’s failure to respond.
5.2 Contact Online will endeavour to make contact 30 days before the renewal period to review the Service.
5.3 In the event the Customer purchases domain name services from Contact Online, the Customer must be aware that domain names carry a variety of contract durations; for example.co.uk domain names, the minimum contract term is 24 months.
5.3 Where the Customer has purchased hosting or domain services from a third party supplier; Contact Online are not responsible for any issues connected with these services and the Customer liable for any additional cost incurred by Us to deliver Contact Online Services.
5.6 Migration Services are subject to the following additional terms and Conditions:
5.6.1 With regard to the Contact Online Migration Services, the Customer is responsible for backing-up of all their personal and business data. The Migration Service is subject to quotation from Contact Online. Contact Online take no responsibility for any loss of Data during the Service being delivered.
5.7 The Customer must have cleared all outstanding payments owned to Contact Online before the Migration Services can be completed
5.8 The details of the Customers Support Services will be recorded in the service level agreement which is additional to Clause 5. Contact Online will be the sole arbiter of this issue.
6.1 Should the Customer require a change in the nature, scope or timing of the Service or in or any other aspect of this Agreement, such change shall be requested in writing. Contact Online shall advise the Customer of the effects including any increase in the Service charges which may result and the Agreement shall be modified to reflect such changes including to the Service charge and/or duration which may be agreed.
7.1 The Customer shall indemnify Contact Online and keep Contact Online indemnified against any liability to any third party arising out of or connected with the Customer’s use of the Service.
7.2 The Customer hereby indemnifies Contact Online against all claims, demands, losses, damages, costs or expenses howsoever arising incurred
by Contact Online in connection with the Agreement as a result of a breach by the Customer of any provision of this Agreement, law or regulation and/or as a result of any third party legal action or threatened action in relation to Intellectual Property rights infringement whatsoever and howsoever arising. Without prejudice to the foregoing generality the Customer indemnifies and holds harmless Contact Online from any and all claims, demands, losses, damages, costs or expenses arising out of the Customer’s failure to obtain copyright or other Intellectual Property rights or other releases or permissions with respect to any materials supplied to Contact Online.
8. Service charges
8.1 Charges shall be based upon the Customer paying a Contract Price. The prices charged shall be those stated on the Order Confirmation.
8.2 Charges for all 3rd party expenses will be dealt with by the 3rd party directly and not invoiced by Contact Online.
8.3 Payment by the Customer shall be made by bacs; faster payment; or direct debit, at the election of Contact Online and as confirmed in the Order Confirmation.
8.4 Contact Online will not be held responsible for any delay to the Service where payment is not received pursuant to clause 8.1 hereof. Subsequently in certain circumstances expediting of Service delivery following late payment may incur additional costs due to be payable by the Customer.
8.5 With respect to Bespoke Work, we require full payment prior to the Work being completed as outlined in the Order Confirmation.
9. Terms of Payment (Subscription Services)
9.1 With regard to payments agreed through Contact Online’s subscription Services, all payments are to be made on the 1st of the month and every month thereafter for the duration of the subscription Services as set out in the Order Confirmation.
9.2 Without prejudice to the foregoing, all charges for subscription Services are non-refundable in the event of early cancellation by the Customer.
9.3 Payments for Subscription Services will be by Direct Debit unless otherwise agreed on the Order Confirmation.
9.4 In the event that Customer misses a direct debit payment, Contact Online reserves the right to charge the Customer an admin fee of £25.00 to reinstate the direct debit. If the Customer continuously fails (more than once) to make subscription payments, Contact Online will be due the full amount outstanding by the Customer within 7 days of date of invoice.
9.5 Subscription Services will only cover Services originally agreed at the time of contract and further work is subject to quotation more fully described in the Order Confirmation.
10. Terms of Payment
10.1 Subject to any special terms which we may agree with you in the Order Confirmation or otherwise in writing, payment by you to us will be made within 30 days of the date of each invoice issued by us to you. Unless otherwise agreed, charges shall be based upon the Customer paying an agreed percentage of the estimated Work value upfront upon our acceptance of the Customer’s order and the remainder payable in staged payments ensuring the Contract Price fully paid before Completion of Work. Please note the initial work will only commence when the initial payment has cleared.
10.2 Time of payment shall be of the essence of the Agreement. You shall not be entitled to off-set or withhold any payment for any reason whatsoever. Subsequently, in certain circumstances expediting of Services delivery following late payment may incur additional costs due to be payable by the Customer. No refunds are offered to the Customer at anytime.
10.3 If you fail to make payment within the period specified in clause 10.1 then, without prejudice to any other right or remedy available to us, we shall be entitled to;
10.3.1 suspend any further Service provision to you and/or suspend performance of the Services; and/or
10.3.2 cancel the Agreement; and/or
10.4 The Customer shall not be entitled by reason of any off-set, counter-claim, abatement, or other deduction to withhold payment of any amount due to Contact Online.
10.5 In the event that the Customer’s cheque is returned by the bank as unpaid for any reason, Contact Online reserves the right to charge the Customer an admin fee of £25.00.
10.6 If you are late in making a payment under this Agreement for 30 consecutive days or more, we reserve the right to pass your Customer Agreement to a reputable debt recovery company and you shall reimburse us on demand for all costs, expenses and losses associated therewith (including lost profit) or enter the court process to recover payments due if necessary.
10.7 In the event that the Customer prematurely cancels the Agreement or any portion thereof, Contact Online shall be entitled to 100% of the Contract Price more fully described in the Order Confirmation, at the sole discretion of Contact Online.
11. Support (Technical)
11.1 We will for the duration of this Agreement:
11.1.1 endeavour to achieve a response time of 8 hours for Support requests unless otherwise agreed in the Order Confirmation; however, the response time may alter if a Customer site visit is required. Support will be available between 8.30am and 5.30 pm, Monday to Friday (excluding public holidays).
11.1.2 the Customer is required to submit requests for Support (Technical) via the web or e-mail in a timely manner.
11.1.3 the fix time will depend upon the complexity of the issue; however, we will endeavour to resolve the problem as soon as is necessary (time not being of the essence).
11.2 The following items are excluded from the Contact Online Support Services including:
11.2.1 any hardware used by the Customer.
11.2.2 any software or services used to access the Service that has been provided by the Customer or a third party.
11.2.3 any issues arising from the Customer using hardware, software or services in a way that is not supported or recommended by Contact Online.
11.2.4 any issue arising as a result of the Customer or a third party altering, modifying or in any way changing the Service.
11.2.5 in the event the Customer or a third party has made unauthorised changes to the configuration or set-up of affected hardware, software or Services.
11.2.6 Where applicable, the Customer has prevented Contact Online from performing required maintenance or updates to the Service.
11.3 Contact Online will not be required to provide Support if the Customer is in breach of its contract for any reason including failure to make any payment due to Contact Online.
11.4 Contact Online is deemed to have responded when it has made contact with the Customer after the customer makes initial contact through the web or via email on firstname.lastname@example.org. The Contact Online response may be in the form of an email or telephone call.
11.5 Contact Online will endeavour to respond and resolve issues as quickly as possible. We recognise the importance of Service availability to our Customers. However, we are unable to provide guaranteed resolution times, due to the nature of the Service provided.
12.1 Contact Online shall be entitled to suspend or to terminate the Service in accordance with clause 10.3 hereof.
12.2 Without prejudice to any other rights to which it may be entitled, Contact Online or the Customer may terminate this Agreement by written notice if the other party commits any material breach of any of the terms of the Agreement and the breach remains un-remedied after thirty days of the defaulting party being notified by the other party of the breach and of the other party’s intention to terminate unless the breach is remedied.
12.3 Contact Online may terminate provision of the Service immediately if the Customer takes or suffers any action on account of debt or is insolvent or apparently insolvent.
12.4 Contact Online will not tolerate duplicity, deceit or pretence regards the parties involved with the Services provided, or in any way abusing the Service, reserving the right to terminate Services as a result of such behaviour.
13.1 With regards to all design and development work, Contact Online will, free of charge within a period of 14 days from the date of Completion of Work, subject to an Inspection; with respect to Work which in each case is proven to the reasonable satisfaction of Contact Online to not comply with the specification due to defects in design or development (other than specified in the Brief Document); will repair such Work. This obligation will not apply where:
13.1.1 the Work has been altered or tampered with in any way whatsoever, or has been subject to misuse or unauthorised repair;
13.1.2 the Customer has failed to communicate to Contact Online any change or upgrade to their software or hardware that may affect performance or access to the Work; including but not to limited to; internet browser, operating system, firewall, and internet connection.
13.1.3 any maintenance or Support requirements relating to the Work has not been complied with; or
13.1.4 the Customer has failed to notify Contact Online of any defect or suspected defect within fourteen days of Completion of Work.
13.2 The Inspection of the Work is free of charge to the Customer if any fault lies with Contact Online. However, should the Inspection reveal that the Work is changed or altered in any way, the Customer is due to pay the cost of the Inspection plus any cost required to amend the issue.
13.3 Contact Online will endeavour to deliver search engine optimisation services and Reporting Services to the best of their ability and as the Service as stated on the Order Confirmation. However, due to the nature of the Services provided by Contact Online, there is no warranty offered by Contact Online with regard to any impact on the Customer’s sales revenue or increase in turnover as a result of the Work.
14. Disclaimer and Limitation of Liability
14.1 The Customer uses the Service at its own risk and in no event shall Contact Online be liable to the Customer for any direct, consequential, incidental or special damage or loss of any kind (except personal injury or death resulting from Contact Online’s negligence) including, the Customer’s resistance to using the Service, not having adequate budget for the project but not limited to, loss of profits, loss of contracts, business interruptions, Customer missing deadlines, loss of or corruption of data or the Customer’s inability to use the Service, however caused and whether arising under contract or tort, including negligence or otherwise except as expressly provided herein.
14.2 If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and Contact Online becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, delict (including negligence) or otherwise, will not exceed the total charges paid by the Customer in the one month preceding such liability arising.
14.3 Contact Online shall have no liability for delay in the provision of the Service or for any effect upon the quality of the Service caused by external activities, third party failures or problems suffered as a result of the Customer’s internal communication or the accessibility or cooperation of the Customer.
14.4 Additional costs may be due and payable by the Customer as a result of requests for requirements additional to the Services set out in the Order Confirmation. Contact Online reserves the right to charge the Customer at our normal hourly rate as notified in the Order Confirmation for extra hours not originally agreed and set out in the Order Confirmation.
14.5 Contact Online will not be held responsible for any delay to the Service if payment is not received pursuant to clause 9.1 and 10.1
14.6 Contact Online is not responsible for 3rd party mistakes or external delays and will not accept delay in payment to us from you as a result of such circumstances.
14.7 With regard to availability of the Contact Online Platform; We cannot guarantee 100% up time. Unless otherwise agreed; the Customer acknowledges that Contact Online cannot and does not warrant that the Service will detect or protect against viruses or attacks.
14.8 Contact Online can only be responsible for delivering Services as agreed in the Brief Document.
14.9 With regards to all Services including Reporting Services, Contact Online can only be responsible for delivering Services as agreed in the Order Confirmation.
14.10 Contact Online cannot be responsible for generating revenue for the Customer.
14.11 Contact Online cannot be held responsible for any loss of data for any reason whatsoever.
15. Force Majeure
15.1 Contact Online shall not be liable to you or be deemed to be in breach of the Agreement by reason of delay in performing, or any failure to perform, any of our obligations in relation to the Services, if the delay or failure was beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control:
15.1.1 act of god, explosion, flood, tempest, fire or accident; weather, war or threat of war, sabotage, pandemic flu or virus, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures or any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions, power cuts or trade disputes (whether involving our employees or of a third party); or difficulties in obtaining the System, labour, fuel, parts or machinery.
15.1.2 technical problems, external circumstances preventing suppliers delivering against deadlines or preventing delivery of 3rd party against agreed commitments.
16.1 Each party will keep confidential any Confidential Information disclosed to it by the other. Neither party will disclose any Confidential Information to any third party, save to its agents, subcontractors, advisers or to an employee who needs to have access to such Confidential Information in connection with the performance of any obligations under the Customer Agreement, PROVIDED THAT the disclosing party will be responsible for ensuring that any person to whom it makes any such disclosure complies with this Clause 16.
17. Intellectual Property rights and ownership
17.1 All intellectual property rights arising out of this Agreement shall vest in Contact Online. The IP (all intellectual rights associated with the IP) is exclusively owned by Contact Online and the Customer is granted a non-exclusive, non-transferable, royalty-free licence to use that intellectual property for the purposes envisaged by the Agreement.
17.2 Nothing in this Agreement shall be taken to prevent us from using any expertise acquired or developed during the performance of this Agreement in the provision of Services to other parties. Contact Online retains the right to use Intellectual Property content (your company logo and brief description of the work) for marketing use.
17.3 All Customer-owned content and materials including all pre-existing
Trademarks shall remain the sole property of the Customer or its respective suppliers and the Customer or its suppliers shall be the sole owner of all rights in connection therewith. The Customer hereby grants to Contact Online a nonexclusive, non-transferable licence to use, reproduce, modify, display and publish the Customer-owned content and materials solely in connection with the Work (including any Customer content that appears during delivery of the Contact Online Service).
18. Privacy and Data Protection
18.1 The parties acknowledge that the images of individuals appearing in videos and/or photographs produced as part of the Service will constitute personal data in terms of the Data Protection Act 1998 (“the Act”). In processing such personal data Contact Online is a data processor in terms of the Act and such processing is at the behest of and under the direction of the Customer. The Customer hereby acknowledges its obligations as a data controller in terms of the Act and warrants and represents to the Service Provider that it has discharged and shall discharge its obligations in terms thereof and the Customer shall hold Contact Online harmless from any claims by any third party relating thereto.
18.2 Any personal data (as defined in the Act) provided by you to us shall at all times remain your property and we shall take all reasonable precautions to preserve the integrity of such Personal Data and to prevent any corruption or loss, damage or destruction of such Personal Data, PROVIDED THAT we reserve the right to disclose to the police, the fire authorities, any other relevant authority, our insurance company and any of their representative’s details of the records kept by us.
18.3 The Internet is inherently insecure. The Customer accepts that Customer Information including any personal data or other information submitted by means of the Internet may be vulnerable to unauthorised access by third parties. We will take reasonable and appropriate technical measures to ensure that your Customer Information including any personal data is stored in a secure manner. However, we shall have no liability for disclosure of data
due to errors in transmission or the fraudulent, negligent or other illegal acts of a third party, such as ‘hacking’. Any transmission of Customer Information and/or personal data through the Customer Interface or by any other means is at your own risk.
19.1 Subject to 10.6, should any dispute arise in connection with this Agreement, the parties shall attempt to settle by negotiation however should the dispute not be resolved within 30 days of the first intimation of the dispute then parties shall attempt to settle it by Mediation, in advance of court litigation, in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
20.1 Neither party shall assign, transfer or in any other manner make over to any third party the benefit and/or burden of this agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.
20.2 Nothing in this clause 20.1 shall prevent Contact Online from engaging subcontractors or consultants as may be deemed necessary or desirable for the performance of Contact Online’s obligations under the Agreement.
21.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be deemed to have been duly given and received;
21.1.1 if personally delivered, upon delivery at the address of the relevant party;
21.1.2 if sent by first class post, two business days after the date of posting;
21.1.3 if by email, when sent;
provided that if, in accordance with the above provision, any notice, demand or other communication would otherwise be deemed to be given or made after 17:30 hours, it shall be deemed to be given or made at the start of the next business day.
21.2 Any notice personally delivered or sent by first class post shall be delivered to the address of the relevant party set out in the Order Confirmation.
22.1 Failure or delay by Contact Online in enforcing any term of the Agreement shall not be construed as a waiver of any of its rights under it.
22.2 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.
22.3 The construction, validity and performance of this Agreement shall be governed by Scottish Law and the parties submit themselves to the non-exclusive jurisdiction of the Scottish Courts.