Terms & Conditions | Pellacraft Websites

Introduction
1. This agreement shall govern the service that we provide for you.
2. This agreement was last updated on 17^th October 2017.
Credit
1. This document was created using a template from SEQ Legal (www.seqlegal.com).
Term
1. This Agreement shall come into force upon the website activation.
2. This Agreement shall continue in force for a period of 12 months, renewed automatically, subject to termination in accordance with Clause 11 or any other provision of this Agreement.
3. During the first 12 months the package level cannot be downgraded but may be upgraded.
Supply of Website & domain name
1. The customer will be supplied with a website and support in accordance with this agreement.
2. The Customer understands that the bulk of the website is a product that has been developed in conjunction with the national office and that this is not a bespoke product. The Provider is required to remain within the brand guidelines of the national office.
3. The customer will receive a domain name which will be purchased when agreed by both parties.
4. The Provider will give the Customer access to all items that are part of the purchased package.
5. All aspects of the package that we offer, including account extras and additional services, are subject to fair usage at our discretion.
6. Account upgrades may be changed or cancelled at any time (excluding ‘Additional Emails’) by giving 30 days’ notice prior to the month end.
Support Services
1. The Provider shall provide the Support Services to the Customer during the Term.
2. The Provider shall provide the Support Services with reasonable skill and care.
3. The Provider shall provide the Support services as follows:
  1. Support by telephone and email during normal business hours.
  2. Provide a response within 2 working days, however The Provider reserves the right to take longer where necessary.
  3. The Provider will not be required to provide support with third party applications, but may choose to at its own discretion.
  4. The Provider will ensure that The Customer’s website is backed up at regular intervals so that data may be restored with minimal data loss.
4. The provider cannot be held responsible for any content posted to the website by The Customer or any third parties including regional and national offices.
5. The provider will regularly review regional and national content that is posted to the website, The Provider however cannot be held responsible for this content and the copyright of the content remains with the original owner.
6. Assistance for The Customer to set up third party services will be available at The Provider’s discretion. Whilst these services will be optimised on setup, The Provider shall not be required to provide support for these.
7. The Provider may suspend the provision of the Support Services if any amount due to be paid by The Customer to The Provider under this Agreement is overdue, and The Provider has given to The Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
Customer obligations
1. Unless otherwise specified in writing, The Customer has the following responsibilities:
  1. Keeping all passwords and login information secure and informing The Provider if any passwords are compromised or the secure areas of the website have been breached.
  2. Not to disclose login information to anyone that is not authorised to possess it.
  3. Gain permission from the copyright holder before posting copyright protected material on the website. The Customer is responsible for any copyright infringements resulting from them posting on the website.
  4. Gain the owner’s permission before posting their contact details or personal information onto the website.
  5. Remove any material when requested to do so from the editable pages or any third-party website that they are in control of.
  6. Not perform any action to intentionally damage the website or attempt to gain access to any sections of the admin area that have been restricted by The Provider. Any such damage may incur chargeable fixes and may result in the termination of this agreement.
Payments
1. The Provider shall issue invoices for the Charges to the Customer on an annual basis.
2. The Customer must pay the Charges to the Provider within the period of 30 days following the issue of an invoice in accordance with Clause 7.1.
3. The Customer must pay the Charges by debit card, credit card, bank transfer or cheque (using payment details provided to the customer).
4. If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may terminate the service in accordance with this agreement.
Warranties
1. The Provider warrants to the Customer that:
  1. The Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
  2. The Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under this Agreement; and
  3. The Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
2. The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
3. All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
Limitations and exclusions of liability
1. Nothing in this Agreement will:
  1. limit or exclude any liability for death or personal injury resulting from negligence;
  2. limit or exclude any liability for fraud or fraudulent misrepresentation;
  3. limit any liabilities in any way that is not permitted under applicable law; or
  4. exclude any liabilities that may not be excluded under applicable law.
2. The limitations and exclusions of liability set out in this Clause 9 and elsewhere in this Agreement:
  1. are subject to Clause 9.1; and
  2. govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
3. The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.
4. The Provider shall not be liable to the Customer in respect of any loss of revenue or income.
5. The Provider shall not be liable to the Customer in respect of any loss of use or production.
6. The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.
7. The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software.
8. The Provider shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
Force Majeure Event
1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
  1. promptly notify the other; and
  2. inform the other of the period for which it is estimated that such failure or delay will continue.
3. A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
Termination
1. Either party may terminate this Agreement by giving to the other party at least 30 days’ written notice of termination prior to the end of each 12 month period.
2. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
3. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
  1. the other party:
    1. is dissolved;
    2. ceases to conduct all (or substantially all) of its business;
    3. is or becomes unable to pay its debts as they fall due;
    4. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
  2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
  3. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement); or
  4. if that other party is an individual:
    1. that other party dies;
    2. as a result of illness or incapacity, that other party becomes incapable of managing their own affairs; or
    3. that other party is the subject of a bankruptcy petition or order
Effects of termination
1. Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): 9, 12, 15 and 16.
2. Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.
3. Within 30 days following the termination of this Agreement for any reason:
  1. the Provider will remove the Customer’s website and transfer the domain name to another provider, if requested. The Customer will be responsible for any transfer fees or charges.
  2. The source code and contents of the website remain the property of the Provider and will not be transferred.
  3. The customer must pay any outstanding fees and any additional charges accrued during the termination process without prejudice to the parties’ other legal rights.
Subcontracting
1. The Provider may subcontract any of its obligations under this Agreement.
2. The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.
General
1. No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
2. If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
3. Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
4. This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
5. Subject to Clause 9.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
6. This Agreement shall be governed by and construed in accordance with English law.
7. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
Interpretation
1. In this Agreement, a reference to a statute or statutory provision includes a reference to:
  1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
  2. any subordinate legislation made under that statute or statutory provision.
2. The Clause headings do not affect the interpretation of this Agreement.
3. References in this Agreement to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.
4. In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.