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Web and Social Media Management Terms and Conditions
The provision of Wizzard Technical Designs LTD managed services to clients will be subject to the following points and form the basis of the all agreements between Wizzard Technical Designs LTD and any clients. These Terms and Conditions will detail how all services discussed within project briefs and works orders will be managed.
Please read this Agreement carefully before proceeding with any use of our website or the Services, you accept and agree to be bound by this Agreement.
If you do not accept the terms and conditions of this Agreement, please contact us immediately so that we can close your service agreement.
1. Definitions and interpretation
The following terms shall have the following meanings when used in these terms and conditions:
- “Agreement” means the agreement between Wizzard Technical Designs LTD and the Customer comprising the Statement of Work and these terms and conditions;
- “Charges” means the charges associated with provision of the Services and the Equipment to the Customer by Wizzard Technical Designs LTD;
- “Customer” means the person or entity with whom Wizzard Technical Designs LTD enters into the Agreement and whose details are set out in the Statement of Work;
- “Fixed Term” means the period of 12 months or such other period as is set out in the Statement of Work;
- “Wizzard Technical Designs LTD” means Wizzard Technical Designs LTD. (registered in England with number 08960997.), whose registered office is at 17 Redbrook Lane, Rugeley, Staffordshire, WS15 1AB;
- “Statement of Work” means the standard Statement of Work of Wizzard Technical Designs LTD, upon which the Customer’s order for provision of the Service is submitted in writing or by e-mail;
- “Service” means the supply, installation, and configuration of software capable of supporting specific services at the Site and/or the provision of social media services at the Site, as more particularly specified in the Statement of Work and/or otherwise agreed in writing by Wizzard Technical Designs LTD;
- “Site” means the Customer’s website where the Service is held and management is provided in relation to, as set out in the Statement of Work;
- “Start Date” means the date when the Service is activated and made available to the Customer;
- “Target Installation Date” means the date by which Wizzard Technical Designs LTD will use all reasonable endeavours to provide and install or procure the provision and installation of the website so that the Service can be provided, as set out in the Statement of Work and/or otherwise agreed in writing by Wizzard Technical Designs LTD.
Headings in these terms and conditions are inserted only for convenience and shall not affect the construction of these terms and conditions.
In these terms and conditions, words denoting the singular number shall include the plural and vice versa and references to the masculine gender shall include the feminine and neuter genders and vice versa.
References in these terms and conditions to any statute or statutory provision includes a reference to the statute or statutory provision as from time to time amended, extended or re-enacted and references in these terms and conditions to a “person” shall include an individual, firm, unincorporated association or body corporate.
2. Commencement and Duration
The Agreement will commence on the Start Date and shall (unless terminated earlier in accordance with these terms and conditions) continue for the Fixed Term. Thereafter, the Agreement will automatically renew for subsequent periods of the same duration as the Fixed Term, unless either party gives the other party written notice terminating the Agreement no less than 90 days prior to expiry of the Fixed Term or any such subsequent period or renewal (such notice to take effect on the expiry thereof) or such other minimum period of prior written notice as is set out in the Statement of Work.
If, at any time during the Fixed Term or any subsequent period of renewal, the Customer orders any service from Wizzard Technical Designs LTD that does not form part of the Service that Wizzard Technical Designs LTD has been previously required to provide or procure the provision of to the Customer under the Agreement and Wizzard Technical Designs LTD agrees in writing to provide or procure the provision of such service to the Customer in accordance with the terms of the Agreement (at which time such service will be deemed to form part of the Service for the purposes of the Agreement), then the Fixed Term or subsequent period of renewal in question shall restart from the date when the relevant service is activated and made available to the Customer through the Site.
3. Provision of the Service
Wizzard Technical Designs LTD shall provide or procure the provision of the Service to the Customer in accordance with the terms of the Agreement. The Customer acknowledges and agrees that:
- It must, on the Start Date and throughout the continuation of the Agreement, ensure that payment is received within 30 days of invoice.
- Wizzard Technical Designs LTD services are available between the times of 9am and 5pm GMT Monday to Friday unless stated differently in the works order and any work carried out, outside of this time is potentially chargeable.
- All work carried out, outside of this agreement, works order or the operating hours outlined above will be chargeable under the studio rate of £55 per hour.
- Any elements that will incur a charge will be discussed and agreed prior to the work taking place.
4. Use of the Service
The Customer acknowledges and agrees that it is solely responsible for assessing the accuracy, reliability, availability and performance of resources and/or content accessed through the internet (including, without limitation, any and all financial and other transactions of any kind entered into by or on behalf of the Customer using the Service with any third party), which in all cases and in all circumstances the Customer acknowledges and agrees are at the Customer’s own risk and, in any event, beyond the control of Wizzard Technical Designs LTD.
The Customer will comply with and ensure that all users of the Service comply with:
- all relevant legislation (including, without limitation, legislation relating to e-commerce and consumers), licences and mandatory instructions or guidelines issued by any applicable regulatory authority;
- all codes of practice relating to the Service;
- any Internet standards that are accepted and adopted by the Internet industry, where failure to comply with such standards would adversely affect the provision of the Service; and
- any reasonable instructions that Wizzard Technical Designs LTD may give to the Customer in respect of the Service from time to time.
The Customer must not use the Service or allow any other(s) to use the Service:
- in a way that does not comply with the terms of any applicable legislation or licence or that is in any way unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
- to store, send, knowingly receive, upload, download, distribute, use or reuse any material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of any copyright, confidence, privacy or any other rights, or to violate or infringe any rights of, or cause unwarranted or needless inconvenience, annoyance or anxiety to, any other person;
- to place any viruses or similar computer programs onto the Site or the internet;
- to store, distribute or reproduce commercial software or reproduce a third party’s software or material without the permission of that third party and/or the relevant rights holder(s), as applicable;
- to send or procure the sending of any unsolicited advertising or promotional material other than in the case of the Customer to its own customers;
- in a way that does not comply with any instructions Wizzard Technical Designs LTD has given; or
in a way that in Wizzard Technical Designs LTD reasonable opinion could materially affect the quality of any service, including the Site, provided by Wizzard Technical Designs LTD
- Wizzard Technical Designs LTD will be entitled to suspend the Service or terminate the Agreement where Wizzard Technical Designs LTD, in its absolute but reasonable discretion, believes that the Customer is in any way using the Service other than in accordance with the Agreement and the Customer shall fully indemnify Wizzard Technical Designs LTD and keep Wizzard Technical Designs LTD fully indemnified against any liability, loss, damage, costs and expenses (including reasonable legal fees) resulting from any claim, action or legal proceedings brought or threatened against Wizzard Technical Designs LTD by a third party as a result of any failure by the Customer to use the Service and/or ensure that the Service is used in accordance with the Agreement or any other failure by the Customer to perform its obligations under and in accordance with the Agreement.
Whilst every endeavour will be made to ensure that the website and any scripts or programs are free of errors, Wizzard Technical Designs LTD cannot accept responsibility for any losses incurred due to malfunction, the Site, or any part of it.
The website, graphics and any programming code remain the property of Wizzard Technical Designs LTD until all outstanding accounts are paid in full.
The Customer acknowledges and agrees that the following technical limits apply to the Service:
- Some technical limitations of or to the Service may not become apparent until after the Site has been installed and in place functioning for some time. In such circumstances, the Service for some individual users may need to be withdrawn, and, in any of the above circumstances, Wizzard Technical Designs LTD will have no liability to the Customer in connection with any resulting provision of the Service, inability to provide the Service, performance of the Service, effect of the Service on other services or the withdrawal of the Service.
- The Customer will cooperate with Wizzard Technical Designs LTD reasonable requests for information regarding the Customer’s use of the Service and supply such information without delay, any delays that occur will result in an equal or greater delay in relation to the work being carried out.
- The Customer will cooperate with the following acceptable use policy: we do not generally expect users to exceed 50GB of data transfers in a month. Usage over 50GB of the combined upload and download data transfers in a month will be charged retrospectively at £5/GB/month.
- The fair use policy also relates to all work requested by the Customer under any agreement relating to our managed services.
Web and Social Media Management relates directly to the following items of work being carried out:
- All updates, additions and removal of content on the Customer’s website; this does not include any element of an e-shop, online shop or retail system, all additions to this will be specifically agreed too.
- Minor cosmetic changes will also be undertaken under Wizzard Technical Designs LTD Web and Social Media Management. Minor Cosmetic changes are changes in colour, size or location of elements on the site. This can also include the addition or deletion of options from menus.
- If specified in an agreement then Wizzard Technical Designs LTD will manage your online retail package, this management covers the addition, amendment and deletion of shipping options, products and descriptions, prices, payment options and discount codes.
- Addition, amendments or deletions of email addresses and settings.
- Development of additional pages relating to new content, competitions.
5. Items not covered under Web and Social Media Management
IT and technical support. We are unable to advise you on any matter relating to your computer, web browsers, or your specific e-mail setup. We are only able to test and confirm that your server and related email services are running as expected. If we are requested to investigate further then a charge maybe applicable if no fault is found at our end. In addition to this all site visits relating to technical support maybe chargeable. However, if you require IT and technical support, then we do offer this as a separate service.
Guaranteed increased in social media/networking presence. While we will do our utmost to increase your social networking presence, we provide no guarantees relating to targets or specific figures. The service we provide is directly relational to management and therefore is a time-saving and efficiency service.
Design changes outside of the agreed brief and Statement of Work. While minor changes (as detailed above) are perfectly acceptable, larger or total redesigns maybe chargeable and it should not be expected that Wizzard Technical Designs LTD can make these changes to the design of a site as part of this agreement or package. Major changes are identified as anything outside of the above listed minor changes.
Major development work. This is identified as any work that will require more than 5 hours of research and a further 10 or more hours of development time. If however you wish to undertake this development by reallocating previously agreed services then this can potentially be discussed and worked into an agreement where several months’ worth of development services can be used at once.
Guaranteed returns on investment/income. Wizzard Technical Designs LTD cannot be held responsible for the targets you set in relation to financial forecasts and the ability for your website to produce this income to be generated by your website. We will endeavour to create a site that, given the correct marketing and product range, will from a technical point of view be capable of creating this income.
The Charges for provision of the Service and the Site will be as set out in the Statement of Work or, where not set out in the Statement of Work, the Price List and Wizzard Technical Designs LTD will begin charging for provision of the Service and the Site from the Start Date. Charges will be calculated solely in accordance with details recorded by, or on behalf of, Wizzard Technical Designs LTD.
The setup element of the Charges shall be payable by the Customer on the Customer’s date of signature of the Agreement.
The Service provision element of the Charges shall be payable quarterly in advance, the first such payment being payable on the Start Date. Where the Start Date falls part way through a calendar quarter, a balancing charge in whole months will be applied as a quarterly pro-rata charge for the Services.
The Customer will pay all Charges within 30 days of the date of Wizzard Technical Designs LTD invoice for such Charges. Wizzard Technical Designs LTD may (without prejudice to any other rights or remedies) charge daily interest on late payments at a rate equal to 4% per annum above the base lending rate of Lloyds Bank Plc.5.5 All Charges exclude Value Added Tax (“VAT”) at the applicable rate, unless stated otherwise.
Wizzard Technical Designs LTD may also make an additional charge (on the basis of applicable abortive visit, administrative and other additional charges detailed in the Price List) on its own behalf:
- where incorrect information supplied by the Customer means it is technically impractical to provide the Service to the Customer;
- where Wizzard Technical Designs LTD are unable to gain access to the Site to carry out installation of the Service or the installation is aborted for any other reason(s) beyond Wizzard Technical Designs LTD reasonable control;
- where certain information provided by the Customer on the Statement of Work is illegible, inaccurate or incomplete;
- where Wizzard Technical Designs LTD provides any technical support in connection with the supply of the Service to the Customer outside normal office hours or normal support times, as applicable; and/or
Wizzard Technical Designs LTD reserves the right to vary the Charges at any time on giving the Customer notice in writing. Wizzard Technical Designs LTD will give the Customer no less than 30 days’ prior written notice if it provides any notification to its customers of any variation to the Charges via its website.
7. Customer Obligations
To allow the installation of any software Wizzard Technical Designs LTD require to implement the Site, additionally the Customer will at the Customer’s own expense:
- obtain all necessary consents, licences and permissions, including (without limitation) consents for any media provided.
The core technologies/software shall remain the property of Wizzard Technical Designs LTD or the supplier of such technology and the Customer shall at all times make clear to third parties that the same is the property of Wizzard Technical Designs LTD or the third party supplier, as applicable. The customer does however retain the rights to use this collection of technology/software in this configuration of settings once invoices relating to the site have been settled. Wizzard Technical Designs LTD may modify, substitute, renew or add to any technology from time to time at its absolute but reasonable discretion.
If through no fault of Wizzard Technical Designs LTD, Wizzard Technical Designs LTD is unable to carry out an installation at, or gain access to, the Site or the installation is aborted for any other reason(s) beyond Wizzard Technical Designs LTD reasonable control, Wizzard Technical Designs LTD will (without prejudice to any of its rights and remedies in respect thereof) notify the Customer’s nominated contact and the Customer shall promptly remedy such fault, inability or reason(s).
The Customer hereby irrevocably gives permission to Wizzard Technical Designs LTD, and their employees, agents, or contractors to:
- execute any works on the Site for, or in connection with, the installation, maintenance, or removal of features.
- enter the Site to inspect any software or technology utilised by the Site or elsewhere for the purposes of providing the Service, and where the Agreement or the Service is terminated for any reason, Wizzard Technical Designs LTD will be entitled to enter the Site and remove any expired licensed software installed there.
The Customer undertakes:
- to comply with all reasonable instructions Wizzard Technical Designs LTD may notify to the Customer for use of any Equipment;
not to allow any element of the Site to be repaired or maintained other than by an authorised representative of Wizzard Technical Designs LTD Productions;
- not to attempt to sell any software or technology; and
- not to remove any identification mark affixed to any software showing that it is the property of Wizzard Technical Designs LTD or any other third party supplier of such functionality.
The Customer shall be responsible for the repair and maintenance of any Customer Equipment used in order to obtain or use the Site or Service.
8. Support of the Service
Wizzard Technical Designs LTD shall install the Site with reasonable skill and care, however if the Customer experiences a problem or suspects a fault with any of the Site or the Service technical support for the Service is available by sending an email to email@example.com. Such technical support is available during Wizzard Technical Designs LTD normal office hours of 09:00hrs to 17:00hrs.
9. Intellectual Property Rights
The Customer acknowledges and agrees that it shall have no title or interest in any intellectual property rights arising as a result of any use of the Service.
Any and all intellectual property rights used or embodied in or in connection with the Service shall be and remain the sole property of Wizzard Technical Designs LTD or Wizzard Technical Designs LTD licensors and no title or intellectual property rights therein or in any modification or extension thereof shall pass to the Customer. The Customer acknowledges such title, interest and rights and the Customer shall not take any action to jeopardise, limit or interfere in any manner with Wizzard Technical Designs LTD (or any third party suppliers’) title, interests or rights with respect to the Service, including (without limitation) using any of Wizzard Technical Designs LTD trademarks or trade names.
Where software is provided by Wizzard Technical Designs LTD to enable the Customer to use the Service, Wizzard Technical Designs LTD hereby grants the Customer, for the duration of the Agreement, a non-exclusive, non-transferable, royalty-free licence to use such software for that purpose.
Except as otherwise expressly provided in the Agreement, the Service will be provided “as is” without warranty or representation of any kind, whether express or implied, Wizzard Technical Designs LTD disclaims and excludes all such warranties and representations, including (without limitation) any warranty or representation that the Service is free of defects, of satisfactory quality, fit for a particular purpose or non-infringing of third party rights, and the Customer accepts all risks and liabilities associated with the use of the Service.
11. Limitation of Liability
Nothing in this Agreement shall exclude or limit either party’s liability for death or personal injury resulting from the negligence of that party or their employees, agents or sub-contractors, for fraudulent misrepresentation or concealment or for any other liability that cannot be in any way excluded or limited at law.
Except as otherwise expressly provided in the Agreement:
- Wizzard Technical Designs LTD liability to the Customer in contract, tort, negligence or otherwise arising out of or in connection with the Agreement or the performance or observation of its obligations under the Agreement shall be limited in aggregate to the monthly charges paid by the Customer to Wizzard Technical Designs LTD under the Agreement or, where the Agreement has continued beyond the Fixed Term and such liability arises after the expiry of such Fixed Term, to the monthly charges paid by the Customer to Wizzard Technical Designs LTD during the 12 months preceding such liability arising; and
- Wizzard Technical Designs LTD shall not be liable in contract, tort, negligence or otherwise arising out of or in connection with this Agreement for any economic losses (including, without limitation, any loss of profits, business, contracts, goodwill, revenue or anticipated savings) or any special, indirect or consequential losses or any destruction of data arising out of or in connection with the Agreement.
The Customer shall fully indemnify Wizzard Technical Designs LTD and its suppliers and shall keep Wizzard Technical Designs LTD and its suppliers fully indemnified against any claims, liability, losses, damage, costs and expenses (including reasonable legal fees) arising from the Customer’s access to or use of the Service and any information, data or material produced, transmitted or downloaded on or via the Service.
Wizzard Technical Designs LTD will not be liable or become involved in any disputes between the owner(s) of the Site and their Customers and cannot be held responsible for any wrongdoing on the part of a Site owner, e.g. any disputes regarding content or images that have been provided for inclusion on the site.
In no event shall Wizzard Technical Designs LTD be liable for any direct, indirect, consequential, special and exemplary damages, or any damages whatsoever, stemming from the use or performance of a Site or from any information, products and services provided through Customer Sites, even if the owner/owners of the Site has/have been advised of the possibility of such damages.
Wizzard Technical Designs LTD provides no guarantees as to the return on investment to be gained for the Client and cannot be held liable for any content shared with the public with reference to the Client through any Social Media Service.
12. Force Majeure
If either party is unable to perform any obligation under the Agreement because of any event beyond that party’s reasonable control, such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, power failure, industrial disputes (whether or not involving that party’s employees), acts of local or central government or other competent authorities or the acts and omissions of that party’s suppliers, the party will have no liability to the other for that failure to perform. If any such event continues for more than 3 months, either party may serve notice on the other terminating the Agreement.
The Customer may terminate the Agreement at any time by giving 90 days’ prior written notice to Wizzard Technical Designs LTD or such other minimum period of prior written notice as is set out in the Statement of Work, provided that if the Customer terminates the Agreement by providing Wizzard Technical Designs LTD with such notice at any time during the Fixed Term or any subsequent period or renewal you will be liable to pay all Charges that would have become payable during such Fixed Term or subsequent period or renewal assessed on the basis of the average of the quarterly Charges invoiced to the Customer by Wizzard Technical Designs LTD prior to such termination.
Either party may at any time terminate the Agreement immediately on giving notice to the other if the other:
- commits a material breach of the Agreement, which is capable of remedy, and fails to remedy the breach within 15 days of receiving a written notice to do so from the party not in breach;
- commits a material breach of the Agreement, which cannot be remedied;
- is repeatedly in breach of the Agreement; or
- is the subject of a bankruptcy order, becomes insolvent, makes any arrangement or composition with or assignment for the benefit of their creditors, goes into voluntary liquidation (otherwise than for reconstruction or amalgamation) or compulsory liquidation or has a receiver or administrator appointed over its assets.
If any of the above events occur as a result of any default of the Customer, Wizzard Technical Designs LTD may suspend the Service without prejudice to its right to terminate the Agreement and, where the Service is suspended by Wizzard Technical Designs LTD for such an occurrence, the Customer must pay the Charges for the Service until such time as the Agreement is terminated by either party in accordance with its terms.
Wizzard Technical Designs LTD may terminate this Agreement immediately upon giving written notice to the Customer if Wizzard Technical Designs LTD is required to cease provision of the Service by a competent regulatory authority.
Upon termination of the Agreement for any reason, the Customer shall immediately stop using the Service and the Customer’s right to use the Service shall immediately terminate.
If either party delays in acting upon any breach of the Agreement by the other, that delay will not be regarded as a waiver of that breach.
Each party will, throughout the Agreement and for 2 years after its termination for any reason, keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained from and/or regarding the other party under or in connection with this Agreement and/or the provision of the Service and will not, without the prior written consent of the other party, disclose that information to any person (other than its employees or professional advisers and, in the case of Wizzard Technical Designs LTD, the employees of any subsidiary or holding company of Wizzard Technical Designs LTD or other subsidiary of that holding company (as such terms are defined in section 736 of the Companies Act 1985) and its suppliers, who need to know the information). For the avoidance of doubt, the obligations of confidence prescribed above will not apply to:
- any information that has been published other than through a breach of the Agreement;
- any information lawfully in the possession of the recipient before its disclosure under the Agreement took place;
- any information obtained from a third party who is free to disclose it; and
- any information that a party is requested to disclose and, if it did not, would be required by law to do so.
15. Data Protection
Wizzard Technical Designs LTD and the Customer each agree to comply with their respective obligations under the Data Protection Act 1998 and related regulations and obtain and maintain all relevant notifications and consents, including (in relation to the Customer) such notifications and consents as the Customer should obtain and maintain to enable Wizzard Technical Designs LTD to process personal data in connection with the performance by Wizzard Technical Designs LTD of its obligations under the Agreement.
The Customer agrees that Wizzard Technical Designs LTD may put its name and other details obtained from the Statement of Work into a computerised directory for internal use and for the purposes of enabling Wizzard Technical Designs LTD to provide the Service.
Rights of subject access will be dealt with in accordance with the Data Protection Act 1998, upon appropriate request in writing and payment of the appropriate fee.
16. General Provisions
The Agreement constitutes the entire agreement between Wizzard Technical Designs LTD and the Customer and supersedes all prior and contemporaneous agreements, communications and representations (except for any representation made fraudulently) whether oral or written, between Wizzard Technical Designs LTD and the Customer in respect of the subject matter of the Agreement, provided that Wizzard Technical Designs LTD may vary any of these terms and conditions at any time by posting the variation on its website and giving its customers (including the Customer) no less than 28 days’ prior written notice before such variation takes effect. Wizzard Technical Designs LTD will only make such a variation if it has a valid reason, including (without limitation) in order to reflect changing arrangements with any third party telecommunications operator or supplier or changing legal, regulatory or business requirements.
Any person who is not party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
In the event of any dispute between the parties in connection with the Agreement, the parties will first, before any recourse to the courts, attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same and/or some appropriate form of alternative dispute resolution.
If any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect.
Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement.
The Customer may not assign or otherwise transfer, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior written consent of Wizzard Technical Designs LTD.
The Agreement is governed by and shall be construed and interpreted in accordance with the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English courts.
Any notice to be given (or invoice to be submitted) under the Agreement may be given by us to you by post, email or facsimile to the relevant address or number set out in the Statement of Work. Notices (and invoices) sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), 7 working days after the date of posting (in the case of air mail), or on the next working day after transmission (in the case of email or facsimile messages but only if a successful status delivery or transmission report is generated, confirming that the email or facsimile was sent to the relevant number and confirming that all pages were successfully sent or transmitted).
The Agreement is governed by and shall be construed and interpreted in accordance with the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English courts.