GENERAL TERMS & CONDITIONS
Version 3.7 updated August 4th 2015
This agreement was written in British English, is issued by Pint Sized Giants Limited. Pint Sized Giants Limited reserves the right to use all legal channels to enforce and uphold this agreement. We reserve the right to make amendments to these additional terms and conditions as necessary. The most up-to-date release of the terms and conditions will be made available on written request.
In these conditions, unless the context requires otherwise.
1.1 Ad-Hoc Services means a one-time non-recurring service provided by Pint Sized Giants which imposes a non-recurring charge to the Customer.
1.2 Charges means the charges as set out in a quotation and/or an Order and/or Pint Sized Giants published price list or tariff structure in force from time to time.
1.3 Confidential Information means all information designated as such by either party in writing together with all such other information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel and customers of either party or information which may reasonably be regarded as the confidential information of the disclosing party.
1.4 Contract means a contract, subject to these conditions, for the provision of the Services between Pint Sized Giants and the Customer.
1.5 CPI means Consumer Price Index.
1.6 RPI means Retail Price Index.
1.7 Pint Sized Giants means Pint Sized Giants Limited (company number 09085310) whose registered office is at Bedford I-Lab Stannard Way, Priory Business Park, Bedford, England, MK44 3RZ.
1.8 Pint Sized Giants Website means the website at www.PintSizedGiants.co.uk.
1.9 Customer means the person, company, firm or body purchasing the Services from Pint Sized Giants. The Customer may also be rereferred to as “Client” in some documentation.
1.10 Customer Content/Data means text, graphics, photographs, sounds, information, data, music, video, film or any other copyright work publicly available on the Website or provided for publication on the Website either by the Customer or any other third party (excluding Pint Sized Giants) commissioned by the Customer, together with all User Generated Content and information regarding Users (such as, for example, the number of page impressions, users email addresses or other information posted by Users or depicted by the Website about Users).
1.11 Due Date means the fourteenth day after the date on which Pint Sized Giants issues an invoice to a Customer.
1.12 Domain Name means the name registered with an Internet Registration Authority used as part of the Customers URL.
1.13 Effective Date / Date of Commencement means the date from which Pint Sized Giants begins work on the services.
1.14 Fledge Platform / Fledge Suite means the web technology stack used to build and host websites, marketing, lead identification, and user data.
1.15 Hosting Service means the installation of the Website onto the Server, such that the Website can be accessed by members of the public via the internet.
1.16 Information means information in any form (including visual and textual) published or otherwise made available (directly or indirectly) on the Internet via the Website.
1.17 Intellectual Property Rights means patents, trademarks, service marks, database rights, design rights (whether registered or otherwise), applications for any of the foregoing, copyright, know-how, trade or business names, domain names and other similar rights or obligations whether registerable or not and in any territory or jurisdiction (including but not limited to the United Kingdom).
1.18 Licenses means Customer access to the Fledge Platform/Suite and associated features and benefits available as per level of authorisation granted see 1.26.
1.19 Lead Generation/Identification Services means the promotion of the Customer’s business or offer to encourage interest and support the sales pipeline of the Customer.
1.20 Marketing Services means the promotion of the Customer’s business or offer through digital marketing channels including SEO, PPC/PPV, Email, Content, or Social Media.
1.21 One-time Services see 1.1.
1.22 Minimum Term for all Ongoing Services means 12 months from the date of commencement of the relevant Ongoing Service unless otherwise confirmed in writing by Pint Sized Giants, except in the case of hosting services where the minimum term is 12 months from the date of commencement unless otherwise confirmed in writing by Pint Sized Giants.
1.23 Nominated Search Engines means the search engine known as “Google”.
1.24 Nominated Social Network means the social media sites known as “Facebook”, Twitter”, “Instagram”, or “LinkedIn”.
1.25 One-time Services see 1.1.
1.26 Ongoing Services means hosting, SEO, PPC/PPV, or any other services of an ongoing nature offered by Pint Sized Giants which impose a recurring charge to the Customer.
1.27 Order means a request in respect of any services made by the Customer to Pint Sized Giants.
1.28 PPC/PPV means Pay Per Click or Pay Per View advertising.
1.29 Ratecard means Pint Sized Giants’ standard price list as set out in Clause 4; the bandings and charges in which may vary from time to time.
1.30 SEO means Search Engine Optimisation services being the means or process of affecting the visibility of a website or a web page in a search engine’s search results.
1.31 Server means Pint Sized Giants’ web server or the web server belonging to Pint Sized Giants’ nominated sub-contractor.
1.32 Services means the services which are the subject matter of this Contract, being work and/or services or any of them to be performed by Pint Sized Giants for the Customer pursuant to the Order.
1.33 Specification means the specification for the Website agreed between Pint Sized Giants and the Customer and set out, or referred to in the Order, or otherwise agreed in writing by Pint Sized Giants.
1.34 User means any person, company, firm or body accessing the Website via the internet or by any other means.
1.35 User Generated Content means all such material posted by Users on the Website.
1.36 URL means a uniform resource locator.
1.37 Website means the website (being a combination of files and data sources) developed, hosted and/or optimised by Pint Sized Giants for the Customer as described in the Specification.
2.1 Quotations submitted by Pint Sized Giants shall remain open for acceptance by the Customer for a period of 14 days from the date of the quotation, unless the quotation specifies some other period, or the quotation is withdrawn by Pint Sized Giants.
2.2 A Contract will only become binding upon acceptance by Pint Sized Giants of the Order by signing or counter signing and dating of the Order and returning it to the Customer, or the issue by Pint Sized Giants of an order acknowledgement.
2.3 This Contract is subject to these conditions. Pint Sized Giants reserves the right to vary the terms of this Contract from time to time. Notice of such variation and/or a current version of Pint Sized Giants’ terms and conditions may be found on Pint Sized Giants’ Website or made available on request.
2.4 These conditions shall, to the extent applicable, apply to goods and products in the same way as they apply to the Services.
2.5 If the Customer is a limited company, the Services are provided upon the condition that the officers of the limited company are personally liable for, and hereby guarantee all sums payable by the Customer to Pint Sized Giants. If the Customer does not make payment of any sums due to Pint Sized Giants within 14 days of receipt of a written demand from Pint Sized Giants (such demand not to be made sooner than the Due Date), then the officers of the limited company will make payment on behalf of the Customer.
3.1 The price for the Services shall, subject to Clause 2.1 above, be that stated in any relevant quotation and/or confirmed in an Order.
3.2 Pint Sized Giants shall (if applicable) add to the price of the Services, and the Customer shall pay, an amount equal to any VAT and any other tax or duty applicable from time to time to the sale or supply of such Services.
3.3 In relation to any On-Going Service:-
3.3.1 Pint Sized Giants shall be entitled to increase its prices at least once in any rolling 12 month period; and in any event, the price of any Ongoing Service shall increase automatically on the anniversary of this Contract by either CPI or RPI (the greater rate of the two). Pint Sized Giants may impose any such increased charges at any time after the anniversary date of the Contract.
3.3.2 Pint Sized Giants shall notify the Customer of any price increases made pursuant to Clause 3.3.1 and/or Clause 4.1 in writing at least 30 days before any such price increase takes effect. For the avoidance of doubt, the issue of an invoice setting out the increased charges may constitute notice pursuant to this Clause.
3.3.3 The Customer may be charged on a pro rata basis for the number of days the Customer receives the benefit of any Ongoing Service where such service is provided for less than a calendar month.
4 RATE CARD
4.1 Hosting rate card per calendar month is agreed to as follows:-
4.2 Band A at £100 – Bandwidth usage up to 10GB, and/or Installed Disc Space up to 5GB, and/or Hits up to 2,000, and pursuant to Clause 4.5.
4.3 Band B at £175 – Bandwidth usage up to 20GB, and/or Installed Disc Space up to 10GB, and/or Hits up to 5,000, and pursuant to Clause 4.5.
4.4 Band C at £250 – Bandwidth usage up to 30GB, and/or Installed Disc Space up to 25GB, and/or Hits up to 10,000, and pursuant to Clause 4.5.
4.5 Band D at no less than £400 – A bespoke quote based on requirement. The Customer agrees to be responsible for the associated costs of such bespoke package plus a 25% management fee.
4.6 Where the total and/or peak load on the server resulting from hosting the Customer’s Website is judged by Pint Sized Giants to be negatively impacting on the performance of the server, and pursuant to Clause 3.3.2, Pint Sized Giants will select and transfer the Website to a bespoke server solution and set the Customer’s hosting rate to Band D. Pint Sized Giants will also charge a transfer fee for this process as described in Clause 4.8.
4.7 The rate card for Web Design, SEO, Content Writing, PPC/PPV, Emails, Graphic Design, or any other Ad-Hoc service will be specified in the Order. New or additional work will be charged at the standard hourly rate (see Clause 4.9) unless otherwise confirmed in writing by Pint Sized Giants.
4.8 Transfers – the rate card for transferring services to Pint Sized Giants are charged at £80 per hour. The rate card for transferring services from Pint Sized Giants are charged at £80 per hour plus administration fee of £150.
4.9 Standnard Hourly Rate - Any other work required for the delivery of required services will be charged at £125 per hour.
5.1 Prices quoted are net and in Pounds Sterling.
5.2 In respect of Website Design Services and Ongoing Services the Customer may be required to pay a non-refundable set-up fee at the time of submission of an Order.
5.3 In relation to any Order for Ad-Hoc Services, the Customer shall pay to Pint Sized Giants:-
5.3.1 a non-refundable deposit of 25% of the value of the Order at the time of submission of the Order to Pint Sized Giants;
5.3.2 a second instalment of 50% of the value of the Order in accordance with Clause 5.4; and
5.3.3 a third instalment of any final balance outstanding in accordance with Clause 5.4.
5.4 Any instalments payable pursuant to Clause 5.2 and 5.3 are payable in accordance to Clause 1.11 as follows:-
5.4.1 in relation to any non-refundable deposit, unless otherwise confirmed in writing by Pint Sized Giants, the Customer will be invoiced at time of Order.
5.4.2 in relation to any second instalment, unless otherwise confirmed in writing by Pint Sized Giants, the Customer will be invoiced 14 days after a confirmed Order.
5.4.3 in relation to any third instalment, unless otherwise confirmed in writing by Pint Sized Giants, the Customer will be invoiced 28 days after a confirmed Order.
5.5 In relation to any Ongoing Service, the Customer shall, at the time of submission of an Order to Pint Sized Giants, pay to Pint Sized Giants a non-refundable sum equivalent to 100% of the amount to be paid on a recurring basis attributable to each of the Ongoing Services. For the avoidance of doubt, such charges may be levied on a monthly, quarterly or annual basis. Thereafter, charges for Ongoing Services will be invoiced to the Customer on a regular recurring basis in advance, in accordance with the Ratecard and/or the Order.
5.6 In the event that the Customers acts or omissions prevent a service from being set live, in circumstances where Pint Sized Giants has undertaken all of the work that it is reasonably required to undertake pursuant to this Contract and/or in any event, where the Customer fails to provide instructions or permit the progress of the service for more than 5 days the Customer shall be liable for the full amount of the Order, whether or not the service is completed and/or set live; and Pint Sized Giants shall not be obliged to undertake any further work pursuant to the Contract.
5.7 Unless otherwise specified by Pint Sized Giants and without prejudice to the remainder of this Clause 5, the Customer must pay any invoice issued to it by Pint Sized Giants by the Due Date in accordance with Clause 5.10.
5.8 Failure to make payment by the Due Date, or otherwise in accordance with this Clause 5 and Clause 5.9 may result in the suspension and/or termination of any of the services provided by Pint Sized Giants (at Pint Sized Giants’ discretion) without any liability to Pint Sized Giants.
5.9 For the avoidance of doubt, payments are completed only once Pint Sized Giants receives cleared funds. Payments are not completed simply by being sent to Pint Sized Giants. It is the sole responsibility of the Customer to ensure that bank processing time is taken into account when scheduling payments to Pint Sized Giants.
5.10 The Customer will make payments due to Pint Sized Giants by any one or more of the following means:
5.10.1 For Ad-Hoc Services the Customer will make payment by Direct Debit or direct bank transfer to Pint Sized Giants’ nominated bank account: Pint Sized Giants Ltd, Bank: Santander UK, Sort Code: 09-01-28, Account Number: 65205070
5.10.2 For Ongoing services including Hosting Services , Marketing Services, Lead Generation Services, and Licences the Customer will make payment by Direct Debit, via the GoCardless and/or Direclti using details provided by Pint Sized Giants’.
5.10.3 and in each case payment shall be in pounds sterling without setoff or deduction.
5.10.4 In the event that the Customer attempts to make payment by any method other than those defined in in this clause, Pint Sized Giants reserves the right to refuse such payment or charge an administration fee of £175 per payment processed. This fee will be invoiced at the earliest opportunity for processing and due within 7 days.
5.11 The Customer consents to Pint Sized Giants charging any debit/credit card previously supplied to it by the Customer for the balance of any invoice remaining due after the Due Date without recourse to the Customer, unless the Customer has informed Pint Sized Giants in writing that it disputes the invoice, and has identified the reasons for such dispute; and provided that such dispute is legitimate and raised in good faith and accepted by Pint Sized Giants as such. The Customer consents to Pint Sized Giants retaining its debit/credit card details for the purpose of this Clause.
5.12 If the Customer fails to pay an invoice by the Due Date, default interest at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 shall be added to such amount for the period from the day after the Due Date until the date of receipt (whether before or after judgment) together with any reasonable and proper amounts incurred by Pint Sized Giants in seeking to recover such late payment from the Customer (including, without limitation, legal fees).
6 WEBSITE DESIGN
6.1 Where specified in the Order, Pint Sized Giants shall provide Website Design Services. Pint Sized Giants agrees to build and/or develop the relevant Website in accordance with the Specification. In the event of a dispute arising as to whether the Website satisfies the Specification, Pint Sized Giants’ professional decision shall be final and binding.
6.2 The Customer shall provide to Pint Sized Giants in a timely and suitable manner and in a format required by Pint Sized Giants, such information as may be reasonably necessary to enable Pint Sized Giants to complete the Website in accordance with the Specification, provided that the Customer shall not supply any Information which infringes the Intellectual Property Rights of a third party or is fraudulent, offensive, abusive, defamatory, obscene or menacing or causes annoyance, inconvenience or needless anxiety or constitutes unsolicited advertising or promotional material.
6.3 The Customer unconditionally guarantees that any element of text, graphics, music and/or the Customer Content/Data, or other artwork furnished to Pint Sized Giants for inclusion in the Website is owned by the Customer, or that the Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend Pint Sized Giants and its subcontractors from any claim or suit arising from the use of such elements furnished by the Customer.
6.4 Pint Sized Giants may where reasonably possible, convert the Information and/or Customer Content/Data into a display-ready format for the Website, to meet the Specification.
6.5 If the Information and/or Customer Content/Data is not in a suitable digital format, as agreed between Pint Sized Giants and the Customer, Pint Sized Giants may at its sole discretion opt to refuse receipt and require the Customer to convert and/or rework the information and/or Customer Content/Data into an acceptable format, or apply an additional charge for its conversion by Pint Sized Giants.
6.6 Pint Sized Giants may agree to carry out such changes to the Website as the Customer reasonably requires, provided that the cost of such changes shall be in addition to the Charges and shall be paid by the Customer where the changes are required as a result of the Customers desire to depart from the Specification.
6.7 Pint Sized Giants shall have the right to place a credit and/or link back on the Website to the Pint Sized Giants website on completion of any design works. The Customer will have no right to remove credits without the expressed written consent of Pint Sized Giants. This right will survive beyond the duration of an active agreement. The Customer also agrees, that in the event of a transfer of services to an alternative supplier, the Website and any design works created by Pint Sized Giants will maintain the credit and link back to Pint Sized Giants’ website.
7 RESPONSIBILITY FOR APPROVING WEBSITE
7.1 The Customer acknowledges and agrees that Pint Sized Giants shall produce the Website based on the Specification as provided by the Customer and agreed to by Pint Sized Giants.
7.2 It shall be the responsibility of the Customer (and not Pint Sized Giants) to review and approve (without unreasonable objections) the contents of the Website (including, without limitation, the spelling of names and addresses and the accuracy of telephone numbers) within 5 business days of release to the Customer.
7.3 No response from the Customer within 5 business days of release to the Customer is deemed acceptance.
7.4 Pint Sized Giants shall have no liability to the Customer for any inaccuracies in the Website.
8 WEB HOSTING SERVICE
8.1 Where specified in the Order, Pint Sized Giants shall provide Hosting Services.
8.2 The Customer shall be solely responsible for the accuracy, legality, currency and compliance of the Website Information and User Generated Content and will be solely liable for false, misleading, inaccurate, or infringing information contained or referred to therein.
8.3 The Customer acknowledges and accepts that Pint Sized Giants may be required by law to monitor the Website Content and traffic, and if necessary give evidence of the same together with use of the logon ID to support or defend any dispute or actionable cause or matter which arises in relation to the same.
8.4 Pint Sized Giants does not warrant that the Hosting Service or Server will be continuously available at all possible times (24 x 7 x 365 days), but will use its reasonable endeavours to keep downtime to a minimum; and the Customer agrees that Pint Sized Giants shall have no liability to the Customer for the consequences in the event of any such downtime.
8.5 Pint Sized Giants may need to at times, temporarily suspend the Hosting Service for repair, maintenance or improvement and will give the Customer as much notice as is reasonably practicable in the circumstances before doing so. Pint Sized Giants will also restore the Hosting Service as soon as reasonably possible.
8.6 The Customer accepts the Hosting Service and Server as is with any faults or failings and without any representation, warranty or guarantee whatsoever, express or implied, including without limitation any implied warranty of accuracy, completeness, quality, continuity of service, connectivity and fitness for a particular purpose.
8.7 Charges in relation to the Hosting Services may vary in accordance with the bandings specified in Clause 4.1. The Customer accepts and agrees that if its usage rises to a higher banding as specified in Clause 4.1, the Customer shall pay the relevant charges for the higher banding (in accordance with Clause 4.1) for the month in which the usage rises to the higher band; together with an additional £50 administration fee.
8.8 In the event that the Customers bandwidth exceeds its usual/standard bandwidth for 2 consecutive months, the Customer accepts and agrees that its usual/standard bandwidth banding shall thereafter be increased to the relevant higher banding as defined in Clause 4.1.
8.9 Pint Sized Giants cannot guarantee the speed and robustness of the Services when the Customers bandwidth usage increases to a higher band without reasonable notice to Pint Sized Giants.
8.10 Where either party gives notice to transfer the Hosting Service from Pint Sized Giants to a third-party Pint Sized Giants shall charge a transfer fee as set out in Clause 4, and will not affect such transfer unless or until such fee and any/all sums owing to Pint Sized Giants are paid in full.
9 MARKETING SERVICES
9.1 Where specified in the Order, Pint Sized Giants shall provide Marketing Services. Where agreed to Pint Sized Giants shall use its reasonable endeavours to improve the ranking of the Website in the Nominated Search Engines and/or Nominated Social Networks, however, Pint Sized Giants does not in any way guarantee the results of such endeavours. For the avoidance of doubt, the Customer accepts that Pint Sized Giants cannot and does not guarantee any particular or specific position or ranking on any search engine or social media network, or the increase of any business to the Customer in respect of any of the Services provided.
9.1.1 Pint Sized Giants shall have no liability to the Customer for any changes to the position of the Website in the Nominated Search Engine results in response to a search.
9.1.2 SEO Services may not be suspended by the Customer during the Minimum term.
9.2 Where specified in the Order Pint Sized Giants shall provide a PPC and/or PPV services on the Nominated Search Engine known as “Google” and/or one or more of the Nominated Social Networks known as “Facebook”, “Twitter”, “Instagram”, or “LinkedIn”.
9.2.1 Pint Sized Giants does not in any way guarantee the results or effects of its PPC/PPV services. For the avoidance of doubt, the Customer accepts that Pint Sized Giants does not and cannot guarantee the number of occasions when an advert may be displayed by the Nominated Search Engine or Nominated Social Network, the number of clicks/views a Customer’s advert might receive, any specific position or ranking on any search engine or social network, or the increase of any business to the Customer in respect of any PPC/PPV service.
9.2.2 The Customer acknowledges and accepts that Pint Sized Giants shall require access to an analytics account connected to the Customer’s Advertising account which is to be used in connection with any PPC/PPV service provided. The Customer agrees to provide Pint Sized Giants with access to such account(s) for the duration of this Contract.
9.2.3 Unless stated otherwise in this Contract, any advertising or analytics account created in support of PPC/PPV service shall belong to Pint Sized Giants. Where the Order specifies a PPC/PPV service Pint Sized Giants shall (if required) set up an advertising account in the Customer’s name, which shall be used in connection with the PPC/PPV. The Customer consents to Pint Sized Giants retaining ownership and/or control of this account.
9.2.4 The Customer acknowledges and accepts that it is the Customer’s responsibility to ensure that all monies due and owing to the nominated search engine and/or nominated social media network are paid directly to it, unless otherwise agreed in writing with Pint Sized Giants.
9.2.5 Charges in relation to PPC/PPV shall vary in accordance with the bandings and/or packages set out in the Ratecard.
9.2.6 Pint Sized Giants shall take reasonable steps to ensure that it does not substantially exceed any PPC/PPV budget set by the Customer. However, Pint Sized Giants does not accept any liability for any charges made by the nominated search engine or nominated social media network in excess of any such monthly budget. In this event, any potential liability to Pint Sized Giants shall be limited to a sum equivalent to the Customer’s monthly charge from Pint Sized Giants for the PPC/PPV services provided by Pint Sized Giants.
9.2.7 The Customer may elect to suspend a PPC/PPV service at any time, but shall in any event remain liable for the management fees payable to Pint Sized Giants during any period of suspension.
9.3 Marketing Services will be based on a core set of activities agreed to at the time of ordering. The customer acknowledges and agrees that this Strategy may require on-going adaptation and flexibility as to the prioritisation and scaling of each activity within the budget allowable, and authorises Pint Sized Giants to conduct that assessment on their behalf. Wherever practicable Pint Sized Giants will do this through consultation with the Client or from a specific request made by the Client. In the latter case, Pint Sized Giants is not bound to accept proposals made by the Client in this regard.
9.3.1 Pint Sized Giants will use its professional experience to tailor the size and shape of an on-going campaign to fit with market trends, budgetary constraints, and communication levels from the client (i.e. providing of artworks, content, and authorisations).
9.4 In the event of a dispute arising as to whether the Marketing satisfies the Specification, Pint Sized Giants’ professional decision shall be final and binding.
10 OTHER SERVICES
10.1 Pint Sized Giants is a reseller partner for Domain Name registration, Website Hosting, PPC/PPV, mailboxes and other. Pint Sized Giants provides such services to the Customer subject to the terms and conditions of the relevant third-party service providers; and the Customer agrees hereby to be bound by and comply with such terms and conditions.
10.2 Pint Sized Giants does not accept any liability to the Customer for any financial loss resulting or arising from:-
10.2.1 a Domain Name not being renewed; and/or
10.2.2 any registered mailbox, PPC/PPV or other such services not being available.
11 E COMMERCE WEB SERVICES
11.1 Pint Sized Giants may from time to time supply E Commerce related services via third parties, and the Customer hereby agrees to be bound by and comply with the terms and conditions of such third-party suppliers.
11.2 Pint Sized Giants does not accept any liability for any financial loss resulting from the Customers use of any E Commerce enabled website, service or functionality supplied via a third-party supplier.
12 DELIVERY AND COMPLETION DATES
12.1 Pint Sized Giants undertakes to use its reasonable endeavours to provide completed Web Design and Marketing Services to the Customer within the time frame stipulated in the Order, or if no time frame is specified, within a reasonable period from the date on which Pint Sized Giants receives a signed Order from the Customer.
12.2 The dates and timeframes for carrying out the Services and delivery of any resultant Website or Marketing are approximate only. The Customer hereby acknowledges and agrees that time is not of the essence for delivery or performance, and that Pint Sized Giants’ professional decision on the timing of service provision will be binding and final.
12.3 Without prejudice to Clause 13, Pint Sized Giants will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform.
12.4 No delay shall entitle the Customer to reject any delivery or performance or any other Order from the Customer, or to repudiate the Contract or the Order.
12.5 The Customer acknowledges and accepts that delays in Pint Sized Giants receiving instructions or timely payments may result in loss of design/development slots and impede the schedule. In such cases the Customer may still be charged at the sole discretion of Pint Sized Giants and subsequent rework or re-scheduling of activities may be charged for.
13.1 The Customer warrants that:
13.1.1 it has the right to include, and permits Pint Sized Giants to include, the Information and the Customer Content/Data on the Website, or has obtained the rights from third parties to do so;
13.1.2 it will not supply Pint Sized Giants with, or upload to the Website, post, email, or otherwise transmit (or allow to be transmitted) through the Website (or request that Pint Sized Giants carries out any such upload, posting, email or transmission on the Customers behalf), of any Customer Content/Data, Information or User Generated Content that is:
22.214.171.124 unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;
126.96.36.199 harmful to minors in any way;
188.8.131.52 in breach of any third party right under any law or under a contractual or fiduciary relationship;
184.108.40.206 an infringement of any Intellectual Property Rights;
220.127.116.11 unsolicited or unauthorised advertising, promotional material, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
18.104.22.168 containing software viruses or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
22.214.171.124 intentionally or unintentionally a violation of any applicable law and/or regulation having the force of law;
126.96.36.199 data which contravenes the United Kingdom Data Protection Legislation in any way;
13.1.3 it will comply with the Data Protection Act 1998.
13.2 The Customer accepts that Pint Sized Giants is under no obligation to monitor or approve the Information, Customer Content/Data or User Generated Content and accepts that Pint Sized Giants excludes all liability of any kind for all material comprising the same.
13.3 Pint Sized Giants warrants that:
13.3.1 it shall perform the Services with reasonable skill and care in accordance with the standards generally observed in the industry for similar services; and
13.3.2 it will comply with the Data Protection Act 1998.
14 INTELLECTUAL PROPERTY AND LICENCE
14.1 The Customer acknowledges that any Intellectual Property Rights created, developed, subsisting or used by Pint Sized Giants in or in connection with the provision of the Services shall be the sole property of Pint Sized Giants.
14.2 Subject to the provisions of Clause 14.3, the Intellectual Property Rights, together with all rights, title and interest in the same in relation to the Fledge Platform, Website and the Domain Name registration shall vest exclusively in Pint Sized Giants. As such, Pint Sized Giants shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivatives works, and distribute such material unless specifically agreed otherwise. Further, Pint Sized Giants shall be free to use any ideas, concepts, know how or techniques acquired in the construction of the Website for any purpose whatsoever included but not limited to developing, manufacturing and marketing products and any other items incorporating such information unless specifically agreed otherwise.
14.3 Pursuant to Clause 14.4 all rights, title and interest in and to the Intellectual Property Rights in the Customer Content/Data belonging to the Customer shall vest exclusively in the Customer.
14.4 The Customer acknowledges and accepts that Pint Sized Giants retains all rights, title and interest in and to the Intellectual Property Rights for any data collected through the use of an associated analytics and/or advertising accounts and has no obligation to transfer, share, or release said data to the Customer or any third party, pursuant to Clause 19.2.
14.5 The Customer acknowledges and accepts that Pint Sized Giants retains all rights, title and interest in and to the Intellectual Property Rights of the Fledge Platform and has no obligation to transfer, share, or release this technology to the Customer or any third party.
15 AUTOMATIC RENEWALS
15.1 Services shall continue for the Minimum Term and thereafter shall automatically renew for further period equal to the Minimum Term (the “Renewal Term”) on the anniversary of the Effective Date until Pint Sized Giants or the Customer provides written notice to terminate in accordance with Clause 17.
15.2 Pint Sized Giants will automatically renew the services where able, using the payment method provided to ensure the Customer remains continuously serviced.
16.1 Pint Sized Giants shall be entitled to change the terms of this Agreement by issuing a written notification without Customer’s consent, to the extent that such changes are required by or are necessary (in Pint Sized Giants’ opinion acting reasonably) to comply with applicable law. Where practicable, Pint Sized Giants shall provide the Customer with advance notice of such changes. Pint Sized Giants shall not be liable to Customer for any claims by Customer as a consequence of such changes.
16.2 Pint Sized Giants may change the terms of this Agreement without Customer’s consent where to the extent that such changes are required due to alterations in technology; the manner in which Pint Sized Giants operates; the way in which Pint Sized Giants provides Services (including where, in Pint Sized Giants’ reasonable opinion, it is no longer commercially viable to provide a particular Service). In these circumstances, Pint Sized Giants shall advise the Customer of the change via written notification, at least 30 days in advance of the change taking effect. If Customer is materially disadvantaged and objects to such change, Customer may terminate the relevant Service Schedule under which the affected Service is provided by giving 30 days written notice. This right to terminate ends 30 days after the date that the change became effective. Pint Sized Giants shall not be liable to Customer for any claims by Customer as a consequence of such changes.
17.1 Unless otherwise agreed in writing with Pint Sized Giants, the Customer acknowledges and agrees that the duration of the Contract in relation to Ongoing Services will be for the minimum term as described in Clause 1.22 from the date upon which the service begins, and is subject thereafter to the notice provisions in this Clause 17.
17.2 Subject to Clause 5.7 where the Contract is terminated before the Website is set live Pint Sized Giants shall be entitled to payment for the work undertaken and costs incurred until the date of termination.
17.3 The Customer shall not be entitled to terminate the Contract without agreeing to pay an early termination charge. This charge will be the number of months remaining in the Contract, multiplied by the amount due each month, not including any discounts and promotions
17.4 Either party may terminate the Contract immediately and without notice if:
17.4.1 the other enters into a composition with its creditors;
17.4.2 an order is made for the winding up of the other;
17.4.3 an effective resolution is passed for the winding up of the other (other than for the purpose of amalgamation or reconstruction on terms approved by the first party (such approval not to be unreasonably withheld)); or
17.4.4 the other has a receiver, manager, administrative receiver or administrator appointed in respect of it.
17.5 Pint Sized Giants shall be entitled to terminate the Contract immediately upon service of written notice to the Customer if:
17.6 the Customer cancels an agreed Direct Debit schedule; or
17.6.1 any invoice is unpaid by the due date; or
17.6.2 the Customer fails to co-operate with and/or provide Pint Sized Giants with clear instructions, or information requested by Pint Sized Giants for more than 5 days; or
17.6.3 Pint Sized Giants considers (at its sole discretion) it reasonable to do so.
17.7 Termination of the Contract shall be without prejudice to any other rights or remedies of either party.
17.8 Upon termination of this Contract for any reason, the Customer:
17.8.1 shall cease immediately to be entitled to use the Website or receive Marketing Services unless or until the Customer has paid all outstanding Charges up to the date of termination together with any sums due in respect of any other services provided by Pint Sized Giants;
17.8.2 shall cease immediately and permanently to be entitled to use the Fledge Platform; and in any event
17.8.3 shall grant Pint Sized Giants immediate access to the Website (whether hosted by Pint Sized Giants or otherwise), and/or provide any/all such information necessary to facilitate such access for the purpose of disabling any links and/or removing any other SEO techniques and/or coding created by Pint Sized Giants which form part of any SEO services provided by Pint Sized Giants, and for removing from the Website any other Intellectual Property Rights belonging to Pint Sized Giants. For the avoidance of doubt, this may affect the appearance of the Website and the search engine ranking positions of the Website. Pint Sized Giants shall not be liable for any such changes.
17.8.4 The terms of Clauses 14, 18, and 19 shall survive the termination (howsoever arising) of this Contract.
18 INDEMNITY AND LIMITATION OF LIABILITY
18.1 The Customer shall indemnify Pint Sized Giants against any loss, damage, cost or expense (including reasonable legal fees and expenses) Pint Sized Giants may suffer or incur as a result of:
18.1.1 any act, omission, neglect or default of the Customer, its agents, or employees.
18.1.2 any claim by any third party that the Customers Information and/or Customer Content/Data infringes the Intellectual Property Rights of a third party or is fraudulent, offensive, abusive, defamatory, obscene or menacing or causes annoyance, inconvenience or needless anxiety or constitutes unsolicited advertising or promotional material;
18.1.3 work done in accordance with the Customers instructions in hosting of the Website on the Server involving the infringement of any Intellectual Property Rights (including but not limited to framing or linking to third party’s websites):
18.1.4 any claim by a third party arising from the Customers breach of the warranties under Clause 13.1.
18.2 Pint Sized Giants shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Contract, the Server, the connectivity to the Internet, the Hosting Service, its use (including but in no way limited to any unlawful or unauthorised access or use by any third party), any application, support or otherwise, or any action or inaction attributable to Pint Sized Giants’ sub-contractors and/or service providers, except to the extent which it is unlawful to exclude such liability.
18.3 Pint Sized Giants will not be liable to the Customer in contract, tort (including but not limited to negligence), misrepresentation or otherwise for any economic loss of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings), any damage to the Customers reputation or goodwill or any other special, indirect or consequential loss (whatsoever and howsoever caused) which arise out of or in connection with the Contract.
18.4 The Customer acknowledges and agrees that Pint Sized Giants total liability in respect of the warranty provided under Clause 12.3 shall be limited to re-performance of the Services or a refund of the relevant purchase price.
18.5 Notwithstanding Clause 18.4, the Customer acknowledges and agrees that Pint Sized Giants total liability in contract, tort (including but not limited to negligence), misrepresentation or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount paid by the Customer pursuant to the relevant Contract.
18.6 Neither party shall be liable for any failure in the performance of any of its obligations under the agreement caused by factors beyond its reasonable control.
19.1 Each party agrees and undertakes that it will hold in complete confidence any Confidential Information disclosed to it, and will not disclose it in whole or in part at any time to any third party, nor use any Confidential Information for any purpose other than the performance of its obligations under the Contract. This provision shall survive the termination of the Contract for any reason for a period of 2 years commencing immediately on the date of such termination.
19.2 The obligations set out in this Clause 19 shall not apply to any Confidential Information which:
19.2.1 at or prior to the time of disclosure was known to the receiving party as evidenced in writing, except to the extent that such information was unlawfully appropriated;
19.2.2 at or after the time of disclosure becomes generally available to the public other than through any act or omission on the part of the receiving party;
19.2.3 is received from a third party who was free to make such disclosure without breaching any legal obligation;
19.2.4 is independently developed by the receiving party; or
19.2.5 is required to be disclosed by law, court order or request by any government or regulatory authority.
19.3 FORCE MAJEURE
19.4 Pint Sized Giants shall not be liable for failure to perform the Services if such failure is as a result any act beyond its reasonable control including, without limitation, fire, flood, earthquake, storm, hurricane or other natural disaster, war, civil unrest, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or telephone service..
20 ASSIGNMENT AND SUBCONTRACTING
20.1 None of the rights or obligations of the Customer under the Contract may be assigned or transferred in whole or in part without the prior written consent of Pint Sized Giants.
20.2 The Website shall be for the sole use of the Customer and shall not be capable of assignment to a third-party by the Customer without the prior written consent of Pint Sized Giants.
20.3 Pint Sized Giants shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of, or giving notice to the Customer.
20.4 Pint Sized Giants shall be free to assign its rights in the Contract to any third-party without giving prior notice to the Customer.
21.1 Any and all termination notices from the Customer must be sent to firstname.lastname@example.org.
21.2 Any other notices from the Customer must be sent in writing via recorded post to Bedford I-Lab Stannard Way, Priory Business Park, Bedford, England, MK44 3RZ.
21.3 Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting, and if sent be electronic mail, at the time of sending.
22.1 If any provision (or part of a provision) of this Contract is found by any court or administrative body of a competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
22.2 If any invalid, unenforceable, or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
23 THIRD PARTY RIGHTS
23.1 A person who is not party to this Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This Clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
24 LAW AND JURISDICTION
24.1 The Contract shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.
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