The provision of ADOmedia’s managed services to clients will be subject to the following points and form the basis of the all agreements between ADOmedia 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.
The following terms shall have the following meanings when used in these terms and conditions:
“Agreement” means the agreement between ADOmedia and the Customer comprising the Works Order and these terms and conditions;
“Charges” means the charges associated with provision of the Services and the Equipment to the Customer by ADOmedia;
“Customer” means the person or entity with whom ADOmedia enters into the Agreement and whose details are set out in the Works Order;
“Fixed Term” means the period of 12 months or such other period as is set out in the Works Order;
“ADOmedia” means ADOmedia Ltd (registered in England with number 05934561) whose registered office is at 12 Chestergate, Macclesfield, Cheshire, SK11 6BA;
“Works Order” means the standard Works Order of ADOmedia, upon which the Customer’s order for provision of the Service is submitted in writing or by email;
“Service” means the installation, connection and supply of a telecommunications circuit capable of supporting asymmetric digital subscriber line (ADSL) services at the Site, the provision of telecommunications services over such a circuit and/or the provision of hosted services over such a circuit, as more particularly specified in the Works Order and/or otherwise agreed in writing by ADOmedia;
“Site” means the Customer’s website where the Service is held and management is provided in relation to, as set out in the Works Order;
“Start Date” means the date when the Service is activated and made available to the Customer at the Site;
“Target Installation Date” means the date by which ADOmedia 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 Works Order and/or otherwise agreed in writing by ADOmedia; and
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 reenacted and references in these terms and conditions to a “person” shall include an individual, firm, unincorporated association or body corporate.
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 Works Order.
If, at any time during the Fixed Term or any subsequent period of renewal, the Customer orders any service from ADOmedia that does not form part of the Service that ADOmedia has been previously required to provide or procure the provision of to the Customer under the Agreement and ADOmedia 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.
Provision of the Service
ADOmedia 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.
ADOmedia’s 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 £40 per hour.
Any elements that will incur a charge will be discussed and agreed prior to the work taking place.
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 ADOmedia.
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 ADOmedia 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 ADOmedia has given; or
- in a way that in ADOmedia’ reasonable opinion could materially affect the quality of any service, including the Site, provided by ADOmedia.
- ADOmedia will be entitled to suspend the Service or terminate the Agreement where ADOmedia, 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 ADOmedia and keep ADOmedia 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 ADOmedia 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.
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, ADOmedia 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 equipment or the withdrawal of the Service.
The Customer will cooperate with ADOmedia’ 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 inrelation 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 £ 4.99/GB/month.
The fair use policy also relates to all work requested by the client 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 clients 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 ADOmedia’s 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 ADOmedia 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
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 email 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 upmost to increase your social networking presence we give no guarantees 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 works order, while minor changes (as detailed above ) are perfectly acceptable, larger or total redesigns maybe chargeable and it should not be expected that ADOmedia 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, we can not 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.
5.1 The Charges for provision of the Service and the Site will be as set out in the Works Order or, where not set out in the Works Order, the Price List and ADOmedia 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, ADOmedia.
5.2 The setup element of the Charges shall be payable by the Customer on the Customer’s date of signature of the Agreement.
5.3 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.
5.4 The Customer will pay all Charges within 30 days of the date of ADOmedia’ invoice for such Charges. ADOmedia 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.
5.6 ADOmedia 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:
5.6.1 where incorrect information supplied by the Customer means it is technically impractical to provide the Service to the Customer’s;
5.6.2 where ADOmedia 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 ADOmedia’ reasonable control;
5.6.3 where certain information provided by the Customer on the Works Order is illegible, inaccurate or incomplete;
5.6.4 where ADOmedia 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
5.7 ADOmedia reserves the right to vary the Charges at any time on giving the Customer notice in writing. ADOmedia 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.
6.1 To allow the installation of any software ADOmedia require to implement the Site, additionally the Customer will at the Customer’s own expense:
6.1.1 obtain all necessary consents, licences and permissions, including (without limitation) consents for any media provided;
6.1.2 take up or remove any fitted or fixed floor coverings, ceiling tiles, suspended ceiling and partition covers, and carry out any making good or decorator’s work that ADOmedia or BT reasonably requires; and
6.1.3 provide any electricity and connection points reasonably required by ADOmedia or BT. All the criteria set out above must be completed in advance of any Equipment installation work.
6.2 The core technologies/software shall remain the property of ADOmedia 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 ADOmedia 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. ADOmedia may modify, substitute, renew or add to any technology from time to time at its absolute but reasonable discretion.
6.3 Any Customer Equipment connected to or used with the Site must be connected and used in accordance with any instructions and safety and security procedures applicable to the use of such Customer Equipment. Any Customer Equipment that is attached (directly or indirectly) to the Site must be technically compatible with the Service and approved for that purpose under any relevant legislation.
6.4 If through no fault of ADOmedia, ADOmedia 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 ADOmedia’ reasonable control, ADOmedia 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).
6.5 The Customer hereby irrevocably gives permission to ADOmedia, and their employees, agents or contractors to:
6.5.1 execute any works on the Site for, or in connection with, the installation, maintenance, or removal of features.
6.9.3 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, ADOmedia will be entitled to enter the Site and remove any expired licensed software installed there.
6.10 The Customer undertakes:
6.10.1 to comply with all reasonable instructions ADOmedia may notify to the Customer for use of any Equipment;
6.10.2 not to allow any element of the Site to be repaired or maintained other than by an authorised representative of ADOmedia;
6.10.3 not to attempt to sell any software or technology; and
6.10.4 not to remove any identification mark affixed to any software showing that it is the property of ADOmedia or any other third party supplier of such functionality.
6.11 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.
7.1 ADOmedia 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 Equipment and the Service is available by sending an email email@example.com. Such technical support is available during ADOmedia’ normal office hours of 09:00am to 17:00pm.
8.1 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.
8.2 Any and all intellectual property rights used or embodied in or in connection with the Service shall be and remain the sole property of ADOmedia or ADOmedia’ 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 ADOmedia’ (or any third party suppliers’) title, interests or rights with respect to the Service, including (without limitation) using any of ADOmedia’ trade marks or trade names.
8.3 Where software is provided by ADOmedia to enable the Customer to use the Service, ADOmedia 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.
9.1 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, ADOmedia 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.
10.1 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.
10.2 Except as otherwise expressly provided in the Agreement:
10.2.1 ADOmedia’ 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 ADOmedia 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 ADOmedia during the 12 months preceding such liability arising; and
10.2.2 ADOmedia 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.
10.5 The Customer shall fully indemnify ADOmedia and its suppliers and shall keep ADOmedia 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.
11.1 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.
12.1 The Customer may terminate the Agreement at any time by giving 90 days’ prior written notice to ADOmedia or such other minimum period of prior written notice as is set out in the Works Order, provided that if the Customer terminates the Agreement by providing ADOmedia 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 ADOmedia prior to such termination.
12.2 Either party may at any time terminate the Agreement immediately on giving notice to the other if the other:
12.2.1 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;
12.2.2 commits a material breach of the Agreement, which cannot be remedied;
12.2.3 is repeatedly in breach of the Agreement; or
12.2.4 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, ADOmedia may suspend the Service without prejudice to its right to terminate the Agreement and, where the Service is suspended by ADOmedia 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.
12.3 ADOmedia may terminate this Agreement immediately upon giving written notice to the Customer if:
12.3.1 ADOmedia is required to cease provision of the Service by a competent regulatory authority
12.4 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.
12.6 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.
13.1 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 ADOmedia, the employees of any subsidiary or holding company of ADOmedia 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:
13.2.1 any information that has been published other than through a breach of the Agreement;
13.2.2 any information lawfully in the possession of the recipient before its disclosure under the Agreement took place;
13.2.3 any information obtained from a third party who is free to disclose it;and
13.2.4 any information that a party is requested to disclose and, if it did not, would be required by law to do so.
14.1 ADOmedia 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 ADOmedia to process personal data in connection with the performance by ADOmedia of its obligations under the Agreement.
14.2 The Customer agrees that ADOmedia may put its name and other details obtained from the Works Order into a computerised directory for internal use and for the purposes of enabling ADOmedia to provide the Service.
14.3 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.
15.1 The Agreement constitutes the entire agreement between ADOmedia and the Customer and supersedes all prior and contemporaneous agreements, communications and representations (except for any representation made fraudulently) whether oral or written, between ADOmedia and the Customer in respect of the subject matter of the Agreement, provided that ADOmedia 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. ADOmedia 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.
15.2 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.
15.3 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.
15.4 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.
15.5 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.
15.6 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 ADOmedia.
15.8 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.
15.7 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 Works Order. 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).
15.8 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.