1. DEFINITIONS AND INTERPRETATION
1.1. In these terms and conditions, the following definitions
apply unless otherwise stated:
‘Business Day’ means a day
(other than a Saturday, Sunday or public holiday) when banks in London are open
for business.
‘Contract’ means the
contract between the Company and the Client for the supply of Services governed
by these Terms and the Order.
‘Client’ means the individual or business
entity who purchases Services from the Company and whose details are set out in
the Order.
‘Force
Majeure Event’ means an event beyond the
reasonable control of either party, including but not limited to strikes,
lock-outs or other industrial disputes, failure of a utility service or
transport network, act of God, war, riot, civil commotion, malicious damage,
compliance with any law or governmental order, rule, regulation or direction,
accident, breakdown of plant or machinery, fire, flood, storm or default of
suppliers or subcontractors.
‘Group Company’ means a company which is a subsidiary or holding
company of the Company, as defined in section 1159 of the Companies Act 2006.
‘Company’ means [INSERT COMPANY NAME] a company incorporated in England and Wales under company number [INSERT
NUMBER] whose registered office is at [INSERT ADDRESS], trading as [INSERT
COMMONLY USED TRADE NAME].
‘Intellectual
Property Rights’ means all patents, rights to inventions,
utility models, copyright and related rights, trademarks, 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.
‘Order’ means the order placed by the
Client through counter-signing the Company’s Quotation form.
‘Order
Form’ means a Quotation form counter-signed by the Client which together with
these terms and conditions shall form a binding contract.
‘Quotation’ means the written quotation prepared
by the Company which contains its proposals for providing Services to the Clients.
‘Services’ means the services the
Company will provide to the Client as specified in the Order.
‘Specification’ means the
description or specification of the Services in the Order.
‘Terms’
means these
terms and conditions as updated from time to time by the Company.
‘VAT’ means value
added tax chargeable under English law for the time being and any similar
additional tax.
‘White
Label Work’ means Services provided by the Company to a Client who rebrands
these services as their own for the benefit of their client.
1.2. Where these
Terms use words in their singular form, they shall also be read to include the
plural form of the word and vice versa. Where these Conditions use words which
denote a particular gender, they shall be also read to include all genders and
vice versa.
1.3.
The headings in this document are inserted for
convenience only and shall not affect the construction or interpretation of
these Terms.
1.4.
A reference to a statute or statutory provision
is a reference to such statute or statutory provision as amended or re-enacted.
A reference to a statute or statutory provision includes any subordinate
legislation made under that statute or statutory provision, as amended or
re-enacted.
2. TERMS AND CONDITIONS
2.1.
These Terms shall apply to all
agreements concluded between the Company and the Client to the exclusion of any
other terms that the Client seeks to impose or incorporate, or which are
implied by trade, custom, practice or course of dealing.
2.2. These Terms and the Order may only be varied by express written agreement
between the Company and the Client.
3. THE CONTRACT
3.1. The Order
constitutes an offer by the Client to purchase the Services in accordance with
these Terms. The Client shall ensure that the terms of the Order and any
relevant Specification are complete and accurate.
3.2. The Order
shall only be deemed to be accepted when the Company issues a written
acceptance of the Order, or when the Company has
started to provide the Services having received the Order, whichever happens
first, at
which point the Contract shall come into existence.
3.3. The Contract
constitutes the entire agreement between the Company to provide the Services to
the Client and for the Client to purchase those Services, in accordance with
these Terms.
3.4. The Client
acknowledges that it has not relied on any statement, promise or representation
made or given by or on behalf of the Company which is not set out in the
Contract. Any samples, drawings, descriptive matter, or advertising issued by the
Company and any descriptions or illustrations contained in the Company’s
catalogues or brochures are issued or published for the sole purpose of giving
an approximate idea of the Services described in them. They shall not form part
of the Contract or any other contract between the Company and the Client for
the supply of Services.
3.5. A Quotation
for the supply of Services given by the Company shall not constitute an offer. A Quotation shall only be valid for a period
of 14 Business Days from its date of issue.
3.6. For any White Label Work the Client understands and agrees that the Company
have no contractual relationship and therefore no liability in respect of the
ultimate client with whom the Client agrees to perform the White Label Work
for.
4. COMPANY OBLIGATIONS AND WARRANTIES
4.1.
The Company warrants that it will provide the Services
as stipulated in the Order using reasonable care and skill to conform in all
material respects with the Specification.
4.2.
The Company shall use all reasonable endeavours
to meet any performance dates specified in the Order, but any such dates shall
be estimates only and time shall not be of the essence for the provision of the
Services. The Company shall not be
liable for any delay in delivery of the Services caused by a Force Majeure
event or the Client’s failure to provide the Company with adequate delivery
instructions or any other instructions relevant to the supply of the Services.
4.3.
The Company shall have the right to make any
changes to the Services which are necessary to comply with any applicable law.
4.4.
The Company shall be entitled to use a Group
Company or other subcontractors for the provision of the Services provided
always that the Company shall remain liable to the Client for the performance
of the Services as if it had carried them out itself.
5. CLIENT’S OBLIGATIONS AND INDEMNITIES
5.1. The Client shall provide assistance and technical information to the
Company, as reasonably required by the Company, in sufficient time to
facilitate the execution of an Order in accordance with any estimated delivery
dates or milestones. The Client shall have sole responsibility for ensuring the
accuracy of all information provided to the Company and warrants and undertakes
to the Company that the Client’s employees assisting in the execution of an
Order have the necessary skills and authority.
5.2. The Client shall be obliged as quickly as possible and within the agreed
deadline to comment on and or approve materials provided under the Services,
including (without limitation) advertising copy, search terms and graphic
material submitted by the Company. In addition, the Client shall be obliged as
quickly as possible and within the agreed deadline to implement changes on
websites, in IT systems or where it may otherwise be required by the Company.
5.3. The Client shall be obliged to inform the Company immediately of
changes of domain names, websites, technical setup and any other material
information regarding the technical infrastructure which may affect the Services
delivered by the Company.
5.4. In the event that the Client fails to undertake those acts or provide
those materials required under this clause 5 within any agreed deadline (and at
least within 15 Business Days of the date requested by the Company) the Company
shall be entitled to invoice for the Services that it has supplied and the
remaining Services specified in the Order whether or not the Company has been
able to deliver them.
5.5. The Client shall indemnify and keep the Company indemnified fully against
all liabilities, costs and expenses whatsoever and howsoever incurred by the
Company in respect of any third parties as a result of the provision of the Services
in accordance with the Order, Specification, or the content of the Client’s
advertising or web pages which result in claims or proceedings against the
Company for infringement of any Intellectual Property Rights or other
proprietary rights of third parties, or for breach of confidentiality or
contract or for defamation.
5.6. The Client undertakes to comply with all applicable rules,
regulations, codes of practice and laws relating to its use of the Services,
including without limitation its obligations under the Data Protection Act
1998, the Regulation of Investigatory Powers Act 2000, Competition Act 1998 and
the E-Commerce Directive and equivalent legislation and hereby agrees to
indemnify and to keep the Company indemnified in respect of any and all costs,
claims or proceedings whatsoever brought against the Company by any third party
in connection with any breach of the same by the Client.
5.7. As standard across the Services and unless otherwise notified, the Client
shall be exclusively responsible for implementing the optimization changes
recommended by the Company. As notified
by the Company, in certain cases for amendments to existing optimizations, the
Client shall allow the Company use of the site’s FTP or content management
system’s username and password in order to gain access to add in keywords.
5.8. The Company require that prior notice be given for any alterations relating
to the Client’s website(s) that may affect the services supplied by the Company. If alterations are made by the Client or a
third party to the Client’s site(s) search engine placements may be affected
and the Company cannot be held responsible.
5.9. The Company advises that regular, fresh content added to the site will help
to improve the stability of rankings within search engines and the Client
understands that regular, unique content plays an important part in the success
of a website and failure to add unique content will lessen the impact of SEO
services.
5.10. In respect of all White Label Work the Client shall indemnify the Company against
all liabilities, costs, expenses, damages and losses (including any direct,
indirect or consequential losses, loss of profit, loss of reputation and all
interest, penalties and legal and other professional costs and expenses)
suffered or incurred by the Company arising out of or in connection with the
contract between the Client and their client for the White Label Work.
6. PRICES
6.1. Unless otherwise expressly stated, all prices shall be in Pounds Sterling and
shall be exclusive of VAT and other duties. In the event that duties are
introduced or changed after the conclusion of an Order, the Company shall be
entitled to adjust the agreed prices accordingly.
6.2. The Client acknowledges that certain Services may involve the licensing of third-party
Intellectual Property Rights and that the Client may be required to enter into
a license directly with such third party.
Unless otherwise expressly stated, all prices shall be exclusive of
costs for the acquisition of Intellectual Property Rights for materials to be
included in marketing materials, including if relevant (but without limitation)
pictures and licenses from third party owners and licensors.
6.3. The price stated in the Order shall be an estimate based on a qualified estimate
of the number of hours required to provide the Services. This is an estimate only and Services shall
be invoiced in accordance with the actual number of hours spent in accordance
with the price set out in the Order or Quotation and in the event that the
price is not so stipulated, the Client shall be charged at the hourly rate
specified in the Company’s then current price list. the Company shall be
obliged to update the estimate and budgets on an ongoing basis following, among
other things, changes made to an Order.
6.4. Whilst every effort is made to ensure that cost estimates are accurate, the
Company reserves the right to amend any estimate, should an error or omission
have been made.
7.
PAYMENT
7.1. The Company shall invoice the Client monthly, either in advance or
following Services delivered. Before the
Company carries out any work Clients are usually asked to provide a non-refundable
fees deposit. This deposit is like a
rent deposit. It is kept securely and
will be offset against the Client’s last invoice(s) when the work detailed in
an Order has been completed. Also, if
the Client does not pay a monthly invoice when it is due the Company shall use
the deposit to pay the invoice and will not do any further work until the
deposit is replaced.
7.2. The Client shall pay each invoice submitted by the Company within 14
Business Days of the date of the invoice and cleared funds in accordance with
clause 7.3 below. The invoice number
shall be stated on all payments and payment by BACS, CHAPS, Cheque and Bank
Transfer are accepted.
7.3. The Client shall pay all amounts due under the Contract in full without any
deduction or withholding except as required by law and the Client shall not be
entitled to assert any credit, set-off or counterclaim against the Company to
justify withholding payment of any such amount in whole or in part. the Company
may, without limiting its other rights or remedies, set off any amount owing to
it by the Client against any amount payable by the Company to the Client.
7.4. In the event of overdue payment, interest shall accrue on the invoice
amount at the statutory rate prescribed by the Late Payment of Commercial Debts
(Interest) Act 1998 or at the rate of 2 per cent over the base rate of Barclays
Bank Plc (whichever should be the higher). At the Company’s discretion, a fee of £10 (to
cover administrative expenses and not as a penalty) shall be charged per
reminder for overdue payment submitted to the Client. the Company shall be
entitled to submit such reminders on a weekly basis once the fees have become overdue.
The Company expressly reserves all rights at all times to bring any legal
action it considers appropriate to recover any unpaid sums.
7.5. Late payment shall be considered as constituting a material breach of the
Contract entitling the Company (at its discretion) to cancel the Contract or to
affirm the Contract and assert the usual remedies for breach.
7.6. If the Services cannot be delivered either in full or in part due to the Client’s
failure to assist or delay in assisting in the execution of the Order, the
Company shall be entitled to charge to the Client an estimated amount,
corresponding to the amount that would have been due had the Services been
rendered in accordance with the Order. The Company shall be entitled to payment
on the basis of the Company’s price list applicable from time to time for any
additional work required because of the Client’s failure to assist or delay in
assisting.
7.7. If the Client subsequently requires the Company to complete the work within
a shorter time frame than specified in the Order the Company reserves the right
to charge additional monies to prioritize such projects ahead of pre-planned
work.
8. DELAYS AND COMPLAINTS
8.1.
If the Client proves that the Services
are delayed or not in accordance with the Contract, the Company shall be
obliged to remedy or redeliver, at its own discretion, without undue delay. If
the Services continue to be not in accordance with the Contract after
reasonable attempts have been made to remedy this, the Client shall be entitled
to cancel the Order in accordance with clause 13.2 a), provided that the breach
is material.
8.2.
Complaints concerning delays or breach
of Contract shall be submitted immediately after the time when the Client
became or should have become aware of the matter. If the Client fails to bring
the defect (unless by its very nature it is impossible to ascertain within such
a period) to the attention of the Company within 48 hours the Client shall be
deemed to have accepted the Services and shall not be entitled to assert
remedies based on delays or breach of Contract.
8.3.
The Client hereby acknowledges that
certain Services rely upon goods and/or services being provided by third
parties (‘Third Party Services’). The Client acknowledges that the Third-Party
Services will be governed by that third parties’ terms and conditions and that the
Company cannot provide any warranties in respect of the Third Party’s Services
and will not be liable to the Client for any delays and/or failings in respect
of the same. Providers of Third-Party
Services may provide their own warranties to the Client and the Client must
satisfy itself whether or not such warranties (where given) are acceptable for
the Client’s business purposes or risk management policies.
8.4.
the Company’s only responsibility in
respect of the Third Party Services is to take reasonable care and skill when
selecting the providers of the same.
8.5.
The Client’s exclusive remedies for
late delivery or Services not conforming with the Contract are as specified in
this clause 8 and, if the remedies set out in these Terms have been exhausted, the
Client’s final remedy is limited to cancellation of the Contract and the
Company’s sole liability is to refund any payments for Services not conforming
with the Contract, subject to the limitations set out in clause 9 below.
9. LIABILITY
9.1.
Except as expressly stated in this Clause 9, the Company shall have no
liability to the Client for any loss or damage whatsoever arising from or in
connection with the provision of the Services or for any claim made against the
Client by any third party.
9.2.
Without prejudice to the generality of
Clause 9.1 above, the Company shall have no liability for any losses or damages
which may be suffered by the Client whether the same are suffered directly or
indirectly or are immediate or consequential which fall into the following
categories:
a)
Any indirect or consequential loss
arising under or in relation to the Contract even though the Company was aware
of the circumstances in which such loss could arise.
b)
Loss of profits; loss of anticipated
savings; loss of business opportunity or goodwill.
c)
Loss of data; and
d)
Fraudulent clicks on any of the Client’s
accounts managed by the Company.
9.3.
To the extent such liability is not
excluded by sub-clauses 9.1, 9.2 and clause 10 below, the Company’s total
liability (whether in contract, tort (including negligence or otherwise)) under
or in connection with the Contract or based on any claim for indemnity or
contribution (including for damage to tangible property) or otherwise will not
in any event exceed the total sum invoiced for the Services.
10.
OTHER
LIMITATIONS OF LIABILITY
10.1. The Company shall not be liable for downtimes, interference in the form of
hacking, virus, disruptions, interruptions, faulty third-party software, search
engines or websites on which a service is dependent or other deliveries from a
third party. The Company shall use its reasonable efforts to assist in remedial
efforts if so requested by the Client. Any work connected with remedial efforts
as described above shall be charged to the Client separately in accordance with
these Terms or (at the Company’s discretion) the Company’s price list
applicable from time to time.
10.2. The Company shall not be liable for any changes made without notice by the Client
or a third party employed by the Client to domain names, websites, links,
technical setup etc. and affecting the Services delivered by the Company.
Preceding or subsequent work connected with any adjustments required as a
result of such changes shall be charged to the Client in accordance with these Terms
or on the basis of the Company’s price list applicable from time to time at the
Company’s discretion.
10.3. The Company shall use all reasonable endeavors to deliver Services relating
to search engine optimization, links, advertisements, banners, pay per click
and google analytics in accordance with the guidelines applicable to the
relevant search engines. However, the Company shall not be liable for delayed
or non-conforming performance due to changes made to standard terms, assessment
algorithms, search criteria, viewing policy, prices and campaign offers or
other matters beyond the Company’s control and reserves the right to make
changes to Services as a result of the same. In addition, the Company shall not
be liable for other changes or discontinuation of search engines.
10.4. The Company shall not be liable for Services relating to search engine optimization,
link building, advertisements, banners or sponsorships leading to a minimum
number of views, position or frequency in searches on relevant words or
otherwise. In addition, the Company shall not be liable for ensuring that such
Services lead to a certain volume of traffic, number of clicks, registrations,
purchases or the like.
10.5. The Company shall not be responsible for URLs dropped or excluded by a
search engine for any reason.
10.6. If the Client does not implement some or all of the Company’s
recommendations, the Company shall not bear any liability for any lack of
success experienced by the Client relating to the Services.
11.
INTELLECTUAL PROPERTY
RIGHTS
11.1. It is the responsibility of the Client to ensure that they have the right
to use any Intellectual Property Rights when they provide any text, image or
representation (“Materials”) to the
Company for incorporation into the Services and the Client hereby grants or
agrees to procure the grant of (as applicable) an irrevocable license to the
Company to use such Materials for the purposes of providing the Services for
the duration of the Contract.
11.2. The Client shall be responsible for ensuring that the contents of Materials
which the Client has contributed or approved are not in contravention of
legislation, decency, marketing rules or any other third-party rights. the
Company shall be entitled to reject and delete such material without incurring
any liability. In addition, the Company shall be entitled to cancel the Order.
11.3. The Client shall indemnify the Company against all damages, losses and expenses
suffered or incurred by the Company as a result of the Materials which the Client
has contributed or approved being in contravention of legislation, decency,
marketing rules or any action that any such Materials infringe any Intellectual
Property Rights of a third party.
11.4. The parties shall be obliged to notify the other party without undue delay
of any claims raised against a party as described above.
11.5. Unless expressly stated otherwise in these Terms or in an Order, the
Intellectual Property Rights created, developed, subsisting or used in
connection with the Services and whether in existence at the date hereof or
created in the future shall vest in and be the property of the Company or the
relevant third party from whom the Company has acquired a right of use with a
view to executing the Order. The Client
agrees to execute
and deliver such documents and perform such acts as may be
necessary from time to time to ensure such Intellectual Property Rights vest in
the Company.
11.6. The Intellectual Property Rights mentioned in Clause 11.2 shall not be
used, assigned, distributed, copied, forwarded to online or offline activities
by the Client without a separate, express written agreement.
11.7. If the Company makes software, scripts, ASP services etc. available to the Client
as part of the execution of an Order, the Client shall only acquire a
non-exclusive personal nontransferable license to use such material until the
Services under this agreement cease.
11.8. The Client hereby irrevocably licenses the Company to use and display the Client’s
name, figure, logo etc. as a reference on the Company’s website, other
marketing materials or types of media whilst they are a Client of the Company
and for 18 months after the Contract terminates. The Client agrees to send the
Company it’s most recent logo or figure as and when it is amended from time to
time.
12. CONFIDENTIALITY AND PERSONAL DATA
12.1. A party (Receiving Party) shall
keep in strict confidence all technical or commercial know-how, specifications,
inventions, processes or initiatives which are of a confidential nature and
have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees,
agents or subcontractors, and any other confidential information concerning the
Disclosing Party’s business or its products or its services which the Receiving
Party may obtain. The Receiving Party shall restrict disclosure of such confidential
information to such of its employees, agents or subcontractors as need to know
it for the purpose of discharging the Receiving Party’s obligations under the
Contract, and shall ensure that such employees, agents or subcontractors are
subject to obligations of confidentiality corresponding to those which bind the
Receiving Party. This clause shall survive termination of the Contract.
12.2. During the term of the Contract and for a period ending 5 years from the
date of its conclusion, the Company shall take the same care as the Company
uses with it own confidential information, to avoid, without the Client’s
consent, the disclosure to any third party (except a subcontractor working on
the Services who is subject to similar undertakings of confidentiality) of any
of the Client’s business or operational information which the Client has
designated as confidential.
12.3. The obligation in Clause 12.2 shall not apply to any information
which is or becomes publicly available otherwise than through a breach of this
agreement, already or rightly comes into the Company’s possession without an
accompanying obligation of confidence, is independently developed by the
Company, or which the Company is required to disclose by law.
12.4. During the term of the Contract and for a period ending 5 years from
termination thereof, the Client will not disclose to any persons within its organization
that do not have a need to know, or to any third party, any information and non-Client
materials provided by the Company concerning the method or approach the Company
uses in providing the Services.
12.5. Each party agrees to comply with its respective obligations under the
Data Protection Act 1998.
12.6. The Client shall be obliged to indemnify the Company for any loss,
including costs incidental to legal proceedings, suffered by the Company as a
result of the processing of personal data which the Client has contributed
being in contravention of the Data Protection Act 1998 or marketing law. The parties
shall be obliged to notify the other party without undue delay of any claims
raised against a party as described in the present clause.
13.
TERM,
TERMINATION AND ASSIGNMENT
13.1. The Contract
shall renew automatically for a further term of one year at the end of each
year unless and until either party notifies the other of its wish to terminate
the Contract at the expiry of the current year by giving the other party at
least 30 days’ written notice to expire at
the end of that Contract term.
13.2.
Without limiting its other rights or remedies,
each party may terminate the Contract with immediate effect by giving written
notice to the other party if the other party:
a) commits a material breach of the Contract and (if such breach is remediable)
fails to remedy that breach within 30 days of that party being notified in
writing of the breach; or
b)
becomes or is insolvent or is unable
to pay its debts (within the meaning of the Insolvency Act 1986) or (except for
the purposes of a genuine amalgamation or reconstruction) a petition is
presented or meeting convened or resolution passed for winding up the
defaulting party or the defaulting party enters into liquidation whether
compulsorily or voluntarily or compounds with its creditors generally or has a
receiver, administrator, or administrative receiver appointed over all or any
part of its assets or the defaulting party ceases to carry on all or
a substantial part of its business.
13.3. The Company shall, in addition to all other rights and remedies under these
Terms, be entitled to terminate this Contract without notice in the event that any
of its charges for the Services are not paid in accordance with these Terms.
13.4. Upon termination, for whatever reason, the parties shall be obliged to
return all materials received from the other pursuant to the Contract without
undue delay. If relevant, the Client shall be obliged to remove codes, etc.,
from websites without undue delay. If the Client fails to do so, the Company
shall be entitled to invoice the Client in line with its then current terms and
conditions for subsequent Services without such invoicing amounting to a waiver
of the Company’s right to terminate the Contract.
13.5. The Client shall not be permitted to assign or transfer all or any part of
its rights or obligations under the Contract and these Terms without the prior
written consent of the Company.
13.6. The Company shall be entitled to assign or subcontract any of its rights or
obligations under the Contract and these Terms and the Client acknowledges that
certain elements of the Services will be provided by third parties.
14.
FORCE MAJEURE
14.1. Neither party shall be held liable for a Force Majeure Event.
14.2. If a party believes that a Force Majeure Event has occurred, such party
shall immediately inform the other party of the start and end of the Force Majeure
Event.
14.3. Notwithstanding the other provisions of the present Terms, each party shall
be entitled to terminate the Contract without liability to the other by written
notice to the other party if the performance of the Contract is impeded for
more than 6 months due to a Force Majeure Event.
15. MISCELLANEOUS
15.1. The Company reserves the right to modify or discontinue, temporarily or
permanently, the Services with or without notice to the Client and the Company
shall not be liable to the Client or any third party for any modification to or
discontinuance of these Services save for the return of any prepaid sums in
connection with the provision of the Services which are subsequently not
provided.
15.2. The Company shall be free to provide its Services to third parties whether
during or following the provision of the Services to the Client.
15.3. During the term of the Contract and for a period of 12 months thereafter,
the Client agrees not to employ or engage or offer to employ or engage anyone
designated by the Company to work on the Services.
15.4. The failure of either party to enforce or to exercise at any time or for
any period of time any right pursuant to these Terms does not constitute, and
shall not be construed as, a waiver of such terms or rights and shall in no way
affect that party’s right later to enforce or to exercise it.
15.5. If any term of these Terms is found illegal, invalid or unenforceable under
any applicable law, such term shall, insofar as it is severable from the
remaining Terms, be deemed omitted from these Terms and shall in no way affect
the legality, validity or enforceability of the remaining Terms which shall
continue in full force and effect and be binding on the parties to the Contract.
15.6. Any valid alteration to or variation of these Terms must be in writing
signed on behalf of each of the parties by duly authorized officers.
15.7. A person who is not a party to the Contract shall not have any rights under
or in connection with it.
15.8. All notices must be in writing to [INSERT COMPANY NAME], [INSERT ADDRESS],
or such address as is advised by the Company.
16.
ENTIRE AGREEMENT
The parties acknowledge and agree that the Contract supersedes any prior
agreement, understanding or arrangement between the parties, whether made
orally or in writing and constitute the entire agreement between the Company
and the Client relating to these Services. Therefore, except as expressly
provided, all other conditions and warranties (implied, statutory or otherwise)
are hereby excluded to the fullest extent permitted by law.
17. LAW AND JURISDICTION
17.1. The Company and the Client shall be obliged to attempt to settle any
disputes arising between them including disputes relating to the existence or
validity of the Contract through negotiation provided always that either party
shall be entitled at all times to exercise any of its other remedies including
through taking legal action.
17.2. The Contract shall be governed by and construed in accordance with English
law and the parties hereby agree to submit to the non-exclusive jurisdiction of
the English courts.