Terms of Business

Terms & Conditions of Service (“Terms”)


1. What you are buying from us under this Contract and for how long
1.1. This Contract is for the provision of Services as detailed in the Quotation.
1.2. This Contract shall commence as detailed in clause 2.3 shall continue, unless terminated under clause 16 below, until the Services are completed.
2. Contract process
2.1. Following any request from you for Services from us, we may send you a Quotation.
2.2. If you wish to proceed with the provision of Services in accordance with the Quotation you must return a signed copy of the Quotation and/or a purchase order, signed by an authorised party on your behalf prior to the commencement of the Services, as confirmation that the Quotation accurately sets out your requirements.
2.3. No order for Services shall be deemed to be accepted by us until the earlier of us (a) accepting such offer in writing or (b) providing the Services at which point a “Contract” for the provision of Services under these Terms will come into effect.
2.4. Each Quotation signed by you, or request for our Services from you, shall be deemed to be an offer by you to purchase the Services subject to these Terms:-
2.4.1. to the exclusion of all other terms and conditions (including any terms and conditions which you purport to apply under any purchase order, confirmation of order, specification or other document); and
2.4.2. constitutes a separate Contract.
2.5. If there is any conflict or inconsistency between the following documents, to the extent of any conflict or inconsistency only, the following order of priority shall apply:-
2.5.1. the Quotation (including any Additional Terms); and
2.5.2. these Terms.
2.6. We may, at any time, and in our sole discretion, modify these Terms. Any such modification will be effective immediately on notification to you. Your continued use of the Services following any such modification constitutes your acceptance of the modified Terms.
3. Quotations
3.1. We accept no liability for quotations, proposals or outline specifications (including any Quotation).
3.2. Quotations are valid for 30 days from issue provided that we have not withdrawn them.
3.3. All IPR in the Quotation belong to us and you must not disclose our Quotation to any third parties.


4. Services
4.1. Whilst we endeavour to provide Services within any quoted timescales we give, these are estimates only and time shall not be of the essence in this Contract.
4.2. Unless otherwise expressly agreed by us, we do not accept responsibility or obligations in relation to project management and coordination for an overall project of which our Services form part.
4.3. We do not and cannot guarantee specific outcomes in relation to the Services as there are many affecting factors that are beyond our control.
4.4. Where we use third party platform providers for the provision of the Service:-
4.4.1. you hereby authorise us to act as your agent to sign onto the relevant provider’s platform and open an account on your behalf or for your benefit and to incur any such costs in accordance with such; and

4.4.2. that in doing so, you agree to be bound by the third party provider’s terms and costs in connection with that platform including google analytics and google adwords; and
4.4.3. where the Services include setting up or accessing any social media accounts for you, you hereby authorise us to access and update the relevant platforms in accordance with the Quotation.
4.5. Where we use third party reports and analysis reports we are not liable for the content of such.

5. Your responsibilities
5.1. You shall and shall procure that your Personnel shall provide us with your full and timely co-operation and complete and accurate information as required to enable us to provide the Services including:-
5.1.1. access to and use of all information, premises, materials, your Materials, Application, equipment, systems, software and your Personnel reasonably required by us for the performance by us of our obligations under this Contract and with any consents and approvals as required by this Contract; and
5.1.2. in a prompt and timely manner:-
(i) responding to any queries or requests for further information by us;
(ii) providing any assistance or information as may be reasonably required by us;
(iii) carrying out testing, following advice and instructions as requested by us;
(iv) giving necessary consents and approvals as required;
(v) providing us with information, data and content in the format as requested by us including where content provided by you needs to be instantly readable and useable for its purpose on the intended platform; and
(vi) comply with your responsibilities in any plans or Quotation.
5.2. Without prejudice to any other of our rights and remedies under this Contract as a result (directly or indirectly) from your or your Personnel’s failure or delay to fulfil any of your obligations under this Contract including as detailed in this clause 5:-
5.2.1. we shall not be liable for any failure or delays in carrying out our obligations under this Contract; and
5.2.2. timescales may be delayed and prices may increase.


6. Dealing with third parties
6.1. Unless otherwise expressly agreed by us in this Contract we will not enter into any contract with a third party on your behalf. Where we have agreed to do so, the scope of our authority will be set out in the Quotation.
6.2. You shall ensure that any third party appointed by you to liaise with us in relation to the Services shall provide information and co-operate with us on the same terms as is required of you under this Contract.
6.3. You shall remain liable to us for any acts or omissions of your Personnel as if such acts or omissions have been committed or omitted by you.
6.4. Unless expressly agreed otherwise we shall have no responsibility for your Personnel.
6.5. We shall not be liable for any delay in the supply of Services due to non-performance, delay or defective performance or other actions or omissions of you or your Personnel.

6.6. If any third parties engaged by you in relation to the Services and/or the Application (or for other work for you) provide work or services that is not compatible with the Application and/or the Services or that causes a delay in the provision of the Services then:-
6.6.1. we shall be entitled to charge you for any additional work or for any additional costs resulting from such incompatibility;
6.6.2. in the event that such incompatibility is so severe as to materially impact on our ability to deliver the Services we shall be entitled, on written notice to you, and without prejudice to any other rights that it may have, to terminate the Contract.


7. Acceptance
7.1. We will inform you when we consider the Application (or any stage of the Services) to be complete and ready for Acceptance.
7.2. You shall not be able to postpone Acceptance unless you can demonstrate in writing within 14 days of us notifying you in accordance with clause 7.1 (“Acceptance Period”) that the Application (or any stage of the Services) do not meet the Quotation.
7.3. Any minor faults, including cosmetic faults and typos raised during the Acceptance Period will not prevent Acceptance but will be recorded (in a manner to be prescribed by us) and a timetable for resolution may be agreed.
7.4. Where we agree (acting reasonably) that the Application (or any stage of the Services) fail in one or more material respects to meet the Quotation:-
7.4.1. we shall, as soon thereafter as reasonably practicable, implement such modifications to the Application as necessary in order to cure the non-conformity detailed in your notice; and
7.4.2. we shall deliver the modified Application to you for your Acceptance, whereupon clauses 7.1, 7.2 and 7.3 shall apply and this shall be your sole and exclusive remedy in this regard.


8. Work carried out outside the agreed scope of Services / changes to specifications etc
8.1. Where you request additional work, we may ask you to sign a new Contract for Additional Services in which case clause 8.3 shall apply or such request may be treated as a variation to the Contract, in which case clause 8.2 shall apply.
8.2. If during the Contract you ask for any changes to the Services or the Contract; requirement change or specification including:-
8.2.1. changes to the Quotation;
8.2.2. changes to the Services; and/or
8.2.3. changes to your requirements including changes to the Application (whether made by us or any other party) which impact the Services;
which in our reasonable opinion gives rise to:-
8.2.4. a service which we have not already agreed to provide to you; or
8.2.5. a change to the Services or specifications that we have already agreed to provide to you,
8.2.6. we will endeavour to notify you as soon as possible of any impact on Services we are currently carrying out for you in relation to estimated timescales and prices;
8.2.7. where it is reasonably possible we will endeavour to notify you of any additional costs before we commence any work; and
8.2.8. unless otherwise agreed any work carried out by us which is outside the scope of any agreed Services will be charged at our prevailing time and materials rates in place from time to time.
8.3. Requesting Additional Services
8.3.1. You from time to time may request us to supply additional services which are not included in the Quotation (i.e. “Additional Services”). We shall endeavour to comply with your request and where we agree to provide any such Additional Services:-
(i) the details of those Additional Services shall be as agreed between you and us from time to time; and
(ii) unless otherwise agreed by us in writing these Terms shall apply to the provision of such Additional Services.


9. What you have agreed to pay and how it might change
9.1. The Price you have agreed to pay is as detailed in the Quotation.
9.2. All amounts payable under this Contract shall unless otherwise stated be exclusive of VAT, any other levies or any other relevant sales taxes which shall be paid at the rate and in the manner for the time being prescribed by law.
9.3. Where you request immediate prioritisation of your work (i.e. to be carried out within 24 hours of your request), we reserve the right to charge at our premium prevailing time and materials rates for a minimum of four hours.
9.4. Any fixed price or estimate given is subject to any assumptions and parameters detailed in the Quotation and any changes to the assumptions and parameters will be a change to the Contract which will be dealt with under clause 8.
9.5. In agreeing the Price we estimate and/or allocate certain estimated time for the Services and this is based on our method of work and experience – in the event that you wish to work or progress the Services differently (e.g. by having more than anticipated telephone or other correspondence) then we reserve the right to set a limit to our project management time and to charge additional fees if this limit is exceeded.
9.6. Unless otherwise expressly stated to be included in the Price you will reimburse us for our reasonable expenses incurred by us where such expenses are incurred wholly and exclusively for the purpose of providing the Services including for any travel, subsistence or materials, provided that any request for reimbursement is in the form of a proper invoice accompanied by appropriate receipts.


10. When you must pay
10.1. Where we have agreed to milestone payments, unless agreed otherwise stated by us in writing, the Price shall be paid in the following instalments of:-
10.1.1. 50% in advance of commencement of the Services; and
10.1.2. 50% on completion of the Services.
10.2. Where any payments linked to milestones are agreed, these payments shall still be made by you where failure by us to achieve such milestones is (i) as a result of acts or omissions of you or your Personnel; or (ii) for reasons of Force Majeure Event.
10.3. When the Services are carried out on a time-related basis the following will also apply in addition to clause to clauses 10.5 to 10.7 (inclusive):-
10.3.1. the Price will be calculated by reference to the time spent and the applicable hourly and/or daily rate. The agreed rates are as detailed in the Quotation and any requested up front payments from you must be received by us in cleared funds prior to the commencement of the Services;
10.3.2. any money paid on account shall expire 2 years after payment if not used in the provision of Services; and
10.3.3. subject to clause 10.3.1, invoices will be issued monthly.
10.4. When the Services are carried out on a retainer basis the retainer terms set out in the Quotation shall also apply in addition to clauses 10.5 to 10.7 inclusive).
10.5. All invoices must be paid by their due date as detailed on the invoice or in the Quotation. If no due date is detailed, the due date will be 30 days from the date of the invoice.
10.6. You agree to pay the Price without deduction or set off.
10.7. If we require expenses to be paid up front before we can place orders we will let you know. Delayed payment of such expenses may delay any anticipated timescales.


11. What happens if you don’t pay on time or at all
11.1. If you fail to pay any amount payable by you under this Contract or any other Contract with us, without prejudice to any other rights or remedies we may have, we may:-
11.1.1. charge you interest on the overdue amount, payable by you immediately on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 8% a year above the base rate for the time being Barclays Bank plc. Such interest shall accrue on a daily basis and be compounded quarterly; and/or
11.1.2. claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002; and/or
11.1.3. suspend, cancel or amend any agreed credit terms with you; and/or
11.1.4. assign your debt to a third party in which case an additional charge of 15% of the gross invoice amount will be payable; and/or
11.1.5. if payment is not received within 30 days of the due date, suspend the Services under this Contract or any other contract until payment of all outstanding invoices are paid in full; and/or
11.1.6. if payment is not received within 60 days of the due date, we may without further notice to you terminate this Contract and/or any other contract.
11.2. If there are any bona fide payment or pricing queries, you shall notify us of these within 7 days of receiving the invoice and you shall pay any undisputed amount.


12. Intellectual Property Rights (“IPR”)
12.1. All IPR in our Existing Materials shall remain vested in us at all times.
12.2. Your Materials
12.2.1. All IPR in your Materials shall remain vested in you at all times and you grant us a non-exclusive licence to use the IPR in your Materials for the purpose of providing the Services under this Contract.
12.2.2. You grant us a non-exclusive, irrevocable royalty free licence to use the IPR in your Materials to the extent that it comprises any IPR in the Application.
12.2.3. You warrant that any Materials or content you provide us with under this Contract do not infringe the IPRs of any third party.
12.2.4. You shall indemnify us and keep us indemnified and hold us harmless in respect of all costs, or losses sustained or incurred by us (including any legal costs, any direct, indirect or consequential losses, loss of profit and loss of reputation), that arise directly or indirectly from a breach of the warranty in clause 12.2.3.


13. Confidential Information and publicity
13.1. Both parties shall keep all Confidential Information belonging to the other confidential and shall not use or disclose the Confidential Information except where required to by law or for the purpose of delivering the Services including the procurement of third party services in relation to the Services.
13.2. You give us permission to name you as one of our clients on our website or any other marketing materials and for us to include details of the work we have carried out for you in our portfolio from time to time. We will only ever refer to high level details and will not reveal sensitive details about your business unless otherwise agreed.


14. Warranties
14.1. Each of the parties warrants to the other that it has full power and authority to enter into and perform this Contract.
14.2. We warrant that we shall perform the Services with reasonable care and skill.
14.3. We warrant that any Application will comply in all material respects with the Quotation for 30 days from Acceptance (“Warranty Period”), such failure of the Services to comply in all material respects with the Quotation being a “Defect”.


15. Liability
15.1. This Contract sets out the full extent of our obligations and liabilities in respect of the supply of the Services (including the Application).
15.2. All conditions, warranties or other terms concerning the Services or any goods which might otherwise be implied into this Contract or any collateral contract (whether by statute or otherwise) are hereby expressly excluded. In particular we cannot guarantee (and we specifically deny any implied or express representation) that any Application:-
15.2.1. will be fit to operate uninterrupted and error free or that all errors can and will be corrected; or
15.2.2. will operate in conjunction with any hardware items or software products or operate on platforms other than those expressly identified in the Quotation as being compatible with the Application (in which case clause 15.3 shall apply).
15.3. Subject to clause 15.4, if any of the Services do not conform with the warranty given under clause 14.3:-
15.3.1. subject to clause 15.3.2 we shall at our expense, endeavour to correct any such non performance promptly, or provide you with an alternative means of accomplishing the desired performance;
15.3.2. we will not be liable for a breach of any warranty given:-
(i) unless you give written notice of your claim within 14 days of the breach complained of arising;
(ii) unless we have been given a reasonable opportunity to examine the provision of Services to you;
(iii) where you alter the Services or the Application without our written consent;
(iv) if you have failed to follow our written or oral instructions; and/or
(v) if the problem arises as a result of misuse;
15.3.3. such correction or substitution shall be your sole and exclusive remedy for any breach of the warranty in clause 14.3.
15.4. If the Application does not conform with the warranty given in clause 14.3:-
15.4.1. subject to clause 15.4.3, the sole remedy for breach of warranty under clause 14.3 shall be the correction of Defects within a reasonable time from notification by you that a breach of the warranty in clause 14.3 has occurred;
15.4.2. subject to payment of all sums owing by you under this Contract and to the provisions of clause 15.4.3, we shall use our reasonable endeavours to correct Defects as long as the Defects are replicable by us, or to provide a software patch or to bypass around such Defect which shall be deemed a fix;
15.4.3. the warranty given under clause 14.3 shall not apply where:-
(i) any non-performance is caused by us providing the Services and/or Application in accordance with your input or comments or your failure to follow or fully implement any of our recommendations;
(ii) any non-performance is caused by any use of the Application or equipment, platform on which the Application sits is contrary to ours or third party instructions or modification or alteration of the Application or equipment or platform other than any of our third party suppliers’ or our duly authorised personnel;
(iii) we are not given reasonable opportunity to inspect the alleged Defect;
(iv) notice of such Defect is not given before the end of the Warranty Period;
(v) our personnel’s full, safe and uninterrupted remote or physical access and where necessary, administrative access rights is restricted or hindered in any way; and/or
(vi) you do not have a reasonable speed internet connection and compatible hardware and software as notified from time to time (this is not our responsibility).
15.5. For the avoidance of doubt once the Warranty Period has expired, we have no obligation to provide any form of support or maintenance in respect of the Application.
15.6. Nothing in this Contract excludes or limits our liability to you for:-
15.6.1. death or personal injury resulting from our negligence;
15.6.2. fraud or fraudulent misrepresentation; or
15.6.3. for breach of the conditions implied by s2 of the Supply of Goods and Services Act 1982 or the Sale of Goods Act 1979 as amended.
15.7. Subject to clause 15.6, our maximum aggregate liability to you for any physical damage to your tangible property is £10,000.
15.8. Subject to clause 15.6, unless otherwise expressly stated otherwise in writing we shall not be liable in contract, tort (including without limitation negligence), restitution, statutory duty or otherwise, howsoever arising out of or in connection with the Services or this Contract for any:-
15.8.1. loss of profits or contracts;
15.8.2. loss of income or revenue;
15.8.3. loss of business opportunity or reputation;
15.8.4. special or consequential loss or damage; or
15.8.5. loss of, or damage to (including corruption of) data
in each case whether direct or indirect.
15.9. Subject to clause 15.6 unless otherwise expressly stated otherwise in writing our maximum aggregate liability whether in contract, tort (including without limitation negligence), restitution, statutory duty or otherwise howsoever arising out of or in connection with this Contract shall not exceed the Price.
15.10. If we provide you with advice or information or otherwise assist you, (“Assistance”) unless we expressly agree to provide and you agree to purchase consultancy services, we shall not be liable to you for Assistance whether in contract, tort (including negligence), for any collateral contract or any other grounds.
15.11. You agree and acknowledge that you have had the opportunity to inspect and examine any plans and specifications, configurations, Quotations prepared or explained by us or suggestions (“Plans”), as meeting your requirements. Accordingly, you agree and understand that we shall have no liability in respect of such Plans not meeting your requirements.
15.12. Except as expressly or specifically stated otherwise in this Contract we shall have no liability for any damage caused by errors or omissions in any data, information, instructions or scripts provided by you in connection with the Services, goods supplied or any actions taken by us at your direction.


16. Termination
16.1. Either party may terminate this Contract immediately in writing if:-
16.1.1. the other party commits a material breach of this Contract (other than failure to pay any amounts due under this Contract), which if remediable, has not been remedied within 14 days of receiving notice of such breach; or
16.1.2. the other party becomes Insolvent; or
16.1.3. under clause 18.1.
16.2. The parties acknowledge and agree that any breach of clauses 12.2.3 and 13.1 shall constitute a material breach of this Contract.
16.3. We may terminate this Contract:-
16.3.1. as detailed in clause 6.6.2;
16.3.2. as detailed in clause 11.1.6;
16.3.3. if you don’t provide us with instructions, information within 14 days of our request, by giving you 7 days notice; or
16.3.4. as detailed elsewhere in the Contract.
16.4. When the Services are carried out on a retainer basis the retainer terms set out in the Quotation shall also apply in addition to clauses 16.1 to 16.3.


17. What happens on termination
17.1. On termination of this Contract for any reason, without prejudice to any of our rights or remedies:-
17.1.1. we shall invoice you for all Services performed and for any expenses incurred to the date of termination and all sums due under this Contract shall become immediately payable;
17.1.2. if we have received a prepayment from you this will be offset against any amounts owing as detailed in clause 17.1.1 above. Any surplus will then be refunded to you;
17.1.3. where you have made a prepayment and terminated before work has started, we will refund your prepayment less 10% of the prepayment as an administration fee;
17.1.4. return of Confidential Information/ IPR etc
(i) subject to clause 17.1.4(iii) each party shall return, destroy or permanently erase (as directed in writing by the other party) any documents, handbooks, CD-ROMs or DVDs or other information or data provided to it by the other party containing, reflecting, incorporating or based on Confidential Information or IPR belonging to the other party including (“Termination Confidential Information/ IPR”); and
(ii) if required by a party, the other party shall provide written evidence in the form of a letter signed by an authorised officer no later than 7 days after termination of this Contract that the Termination Confidential Information/ IPR has been destroyed and that it has not retained any copies;
(iii) each party may retain one copy of Termination Confidential Information/ IPR for audit purposes only (subject always to the confidentiality obligations in clause 13);
(iv) each party shall permanently delete any proprietary software belonging to the other party and not the subject of a current licence granted by the other party from its IT network and hard disks or other storage means associated with any computer equipment owned or controlled by the other party. Each party shall provide written confirmation in the form of a letter signed by an authorised officer no later than 7 days after termination of this Contract that this software has been deleted;
17.1.5. we shall be entitled to terminate any other contracts;
17.1.6. without prejudice to any other of our rights or remedies if we have terminated under clause 16.1.1 then any licences granted by us under this Contract shall cease.
17.2. Any termination of this Contract (howsoever arising) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or to continue in force including without limitation clauses 2, 4, 5, 6, 9, 10, 11, 12, 13, 14, 15, 17, 18 and 19.


18. General
18.1. We shall not be liable for any failure or delay in performing our obligations as a result of a Force Majeure Event. If a Force Majeure Event continues for more than 14 days, either party shall be entitled to terminate this Contract by giving 7 days notice in writing.
18.2. You shall not partially or wholly assign or sub-contract any of your obligations under this Contract.
18.3. We shall be able to assign or sub-contract all or part of our obligations under this Contract.
18.4. This Contract represents the entire agreement between the parties and supersedes all earlier warranties, representations, statements or agreements (whether written or oral). You acknowledge that in entering into this Contract, you have not relied on any, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Contract or not) other than as expressly set out in this Contract as a warranty.
18.5. Any notice under this Contract or required by statute, law or regulation shall be delivered in person, sent by registered mail, properly posted and fully pre-paid in an envelope or sent by facsimile to the respective parties at their respective registered or principal offices.
18.6. The parties intend that any person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third parties) Act 1999 (“Act”) to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists, or is available, apart from the Act.
18.7. If any provision is found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity shall not affect the rest of the Contract, which shall remain in full force and effect.
18.8. Failure by us to exercise or enforce any of our rights or remedies under this Contract shall not constitute a waiver of any such right or remedy, nor shall it prevent the exercise or enforcement of the right or remedy at any time.
18.9. If you are unhappy with any aspect of the Services, please contact us on the contact details set out in our website.
18.10. Unless otherwise expressly stated, nothing in these Terms shall create a partnership or agency between the parties.
18.11. If a dispute arises between the parties in relation to the Contract in any way, (except in relation to our Confidential Information or IPR in relation to which we reserve the right to take immediate legal action if required) the parties shall first try in good faith to amicably resolve the dispute within 28 days of the dispute arising.
18.12. Subject to clause 18.11, this Contract and any dispute arising out of or in connection with its subject matter or formation shall be governed by and construed in accordance with English law and the parties submit to the courts of England and Wales having exclusive jurisdiction in relation to such.


19. Meanings and interpretation
19.1. In these Terms the following words will have the following meaning

Acceptance “Acceptance” of the Application shall be upon the sooner of:-
(i) when the Application or any part of it has been used in live operation; or
(ii) written acceptance by you of the Application.
Additional Terms
as may be detailed in the Quotation from time to time

Application your application in relation to which Services are provided as set out in the Quotation

Confidential Information all and any information, however it is conveyed that relates to the business, affairs, developments, trade secrets, know how, personnel and suppliers of a party, including all IPRs

Contract as defined in clause 2.3

Defect as detailed in clause 14.3

Force Majeure Event a Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(iii) strikes lock-outs or other industrial action;
(iv) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(v) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(vi) impossibility of the use of public or private telecommunications networks; and
(vii) the acts, decrees, legislation, regulations or restrictions of any government;
(viii) acts of third parties
Insolvent where (a) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the IA 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 OR (being a partnership) has any partner to whom any of the foregoing apply; (b) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (d) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); (e) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; (f) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party; (g) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; (h) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause (d) to clause (g) (inclusive); or (i) we reasonably suspect that any of the above events may be about to occur in respect of you

intellectual property rights being, all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world

Materials computer software, text, data, calculations, code, literature, photographs, documentation, designs, graphics, video, audio or other materials or creative content (on any media including any platform or website)

our Existing
Materials Materials belonging to us or in possession of us which are provided in connection with provision of the Services

Price as detailed in the Quotation

Quotation an order and/or an estimate and/or any other document we provide to you in response to a request from you for the provision of Services which is accepted by us in accordance with clause 2.3

Services as detailed in the Quotation and any other services we provide you with from time to time

these Terms & Conditions of Service
Warranty Period
as detailed in clause 14.3
we/us/our The ConversionArium Ltd T/A Unpuzzle, Registered Office: The Old School House, Gladstone Mews, Gladstone Rd, Boscombe, Bournemouth BH7 6BG. Company Registered Number; 08674980

you/ your the client as detailed in the Quotation

your Materials
any Materials you provide to us
your Personnel your agents, officers, employees or third parties acting for you

your responsibility any responsibility detailed in this Contract including the responsibilities detailed in clause 5 (and “your responsibilities” shall be construed accordingly)


19.2. References to “includes” or “including” shall be deemed to have the words “without limitation” inserted after them.
19.3. Unless otherwise stated, references to “days” means calendar days.