1. Duration of Minimum Service Period The Cover period will start on the date of the order and will last for at least the minimum period of three (3) months or ninety (90) days and shall continue even after minimum period specified unless ended earlier by you or us in accordance with Clause 8. You can cancel the agreement at the end of the Minimum service Period by giving us at least one months’ / 30 days’ notice in writing.
1.2 Methods
1.2.1. We reserve the right to sub-contract the fulfilment of an order or any part thereof.
1.2.2. Any images supplied electronically will be incorporated into designs without charge provided that they are of suitable quality. All images need to be supplied as EPS illustrator vectors for logos and Photoshop tiffs (300dpi min) for pictures. Any logos that need to be re-drawn will be charged extra at our hourly rate. Images sourced from external image libraries may incur additional licence/royalty charges payable by You.
1.2.3. Should the You supply text, artwork or images, we are not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at Your risk.
1.2.4. We shall be indemnified by the You in respect of any claims, costs and expenses arising out of any libelous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by You.
1.2.5 Unless otherwise explicitly agreed upon in writing, social media management services provided in relation to content posting are not subject to a specific or guaranteed number of live posts. The frequency, timing, and volume of posts will be at the discretion of the social media manager, based on strategic and operational considerations.

2. Proofing
2.1 After approval the Business Customer shall have no claim against the Supplier for errors in the exemplar as approved by them.

3. Digital Media Terms & Conditions
3.1 Programming
3.1.1. We can only program sites to be as secure as reasonably possible at the time of delivery and cannot offer indemnity against future threats/developments.
3.1.2. Once We have deemed a project to be complete, any amendments will be charged at our standard billing structure of £150/hour.
3.1.3. We develop websites for compatibility with the current version of Microsoft Internet Explorer: not all previous versions or every browser. If further compatibility is required, the Agency must be advised at the outset.
3.2 Ownership.
3.2.1. The ownership of the web pages and copyright therein shall remain with the Supplier until payment in full has been received for all sums owing. Once payment has been received, ownership and copyright shall pass to the Business Customer for page text and graphics specific to the Business Customer.
3.2.2. Ownership of all code used in processing web pages shall remain with the Supplier and it is expressly agreed that the use of such code in processing the web pages does not confer any passing of title from the Supplier to the Business Customer.
3.3 Content.
3.3.1. The Business Customer shall supply the copy for web pages in clear and usable permanent or electronic form and shall be entirely responsible for the content of the web pages.
3.3.2. All images uploaded to websites by the Business Customer (via CMS, FTP or other) should be optimised (compressed file size). The Supplier, or the results they produce.
3.3.3. When a test link is provided, it is the responsibility of the Business Customer to test the functionality, read and check all copy, as well as approve the design and images used before approval is given.
3.3.4. The Supplier can provide legal disclaimers and privacy policies; but it is the responsibility of the Business Customer to confirm with their own legal advisers that these meet their individual requirements, as The Supplier accepts no responsibility for their accuracy, relevance or currency.

4. Website Hosting and Email Terms & Conditions

Summary
The Supplier offers website hosting and database hosting services through the use of third-party providers and is subject to requirements set out in these terms and conditions and any other relevant terms and conditions, policies and notices which may be applicable to the supply of hosting services.
Below is a summary of the main points covered in these terms:
Whilst we and our suppliers will always endeavour to give you the best possible level of service, we cannot guarantee 100% availability of service. We and our suppliers accept no responsibility for any losses caused through a loss of service.
Your service will be removed if you fail to pay in time or misuse the service. The Supplier will not be liable for any costs to restore your service once it has been removed. Specifically, any websites with databases will require reprogramming once they have been removed from their original server. Any work undertaken by the Supplier at the request of the Business Customer will be charged at our standard rate of £150 per hour, including investigations regarding problems or loss of service that are not due to the Supplier or its Suppliers. The Suppliers should only be contacted after you and your IT professional/advisor have established that any problems are not due to you or your systems.
Our server management fee covers the ongoing management of your server, including security patches, server health checks, uptime/performance monitoring and access to technical advice from our development team.
4.1 Website & Email Content & Use
4.1.1. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server. You warrant the accuracy, truthfulness, and reliability of any information (including, where applicable, statements of opinion or advice) which you place or allow to be placed on your web pages. You warrant that you are authorised to promote and/or provide any information which you promote and/or provide on your web pages (for example if you are providing financial information, that you hold any necessary authorisation under all relevant legislation including the Financial Services Acts).
4.1.2. You represent, undertake, and warrant to us that you will use the website allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that:
4.1.2.1. You will not use the Server in any manner which infringes any law or regulation, or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.
4.1.2.2. You will not host, post, publish, disseminate, link to or transmit:
4.1.2.2.1. Any material or information which is unlawful, infringing, threatening, abusive, malicious, defamatory, obscene, indecent, blasphemous, profane, or otherwise objectionable in any way.
4.1.2.2.2. Any material containing a virus or other hostile computer program.
4.1.2.2.3. Any material or information which constitutes, or encourages the commission of a criminal offence, or which threatens, harasses, stalks, abuses, disrupts or violates the legal rights (including rights of privacy and publicity) of others, or which infringes any patent, trademark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
4.1.2.3. You will not send bulk email, whether opt-in or otherwise, from our network. Nor will you promote a site hosted on our suppliers’ network using bulk email.
4.1.2.4. You will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.
4.1.2.5. You shall observe the procedures which we may from time to time prescribe and you shall make no use of the Server which is detrimental to other customers.
4.1.2.6. You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.
4.1.2.7. In the case of an individual User, you warrant that you are at least 16 years of age and if the User is a company, you warrant that the Server will not be used by anyone under the age of 16 years.
4.1.2.8. You are entirely responsible for any civil or criminal liability that is incurred as a result of any use of your web pages. If you post or allow to be posted a defamatory or libellous message, it is you that will be deemed to have published it and you shall be liable for the consequences of it.
4.1.3. We and our suppliers reserve the right to remove any material which they deem inappropriate from your web site without notice (specifically, but not restricted to, Warez and illegal MP3 content).
4.1.4. If you advertise or offer to sell goods or services via your web pages, you undertake to provide goods in conformity with any description and warranties made. You agree to comply with all relevant legislation including Advertising and Broadcast regulations, Consumer Credit Acts and Trades Descriptions Acts. If you are advertising goods in the course of a trade or business this must clearly be so stated.

5. SOFTWARE LICENSE

Insofar as the equipment or any right to use software during the period of this agreement. You agree to comply with all the terms of the license to use the software, services, platform, and equipment. This Agreement is for Intangible Services only and not any software items or Hardware.

6. PAYMENTS.

6.1 Payments must strictly be by due dates. Prompt payment is of the essence of this Agreement. You shall pay the specified and agreed sums in full without any deductions, set- off or counterclaim or any withholding whatsoever.
6.2 You will make all payments by direct debit / recuring card payments unless we have agreed otherwise with you in writing. If you stop paying the sums specified overleaf by direct debit / recurring card payments and pay us by some other method, then we shall be entitled to increase the payments by 10% to cover additional administration costs after giving you any notice required by law.
6.3 Payments are variable if there is a change in Corporation Tax, writing down Allowances, VAT or the basis of taxation prevailing at the date of this agreement.
6.4 You must pay interest at the rate of 5% above Bank of England Base per month on all overdue payments; such interest shall run both before and after judgement.
6.5 If you do not pay when due, you will pay to us any costs incurred by us in enforcing this agreement including, but not limited to our administration costs, costs of debt recover (if applicable), bank charges and all legal costs on a full indemnity basis.
6.6 You must continue to pay the sums due even if the services or equipment and any service platform cannot be used for any reasons. As under the agreement, we endeavor to render services where time is not of the essence.
6.7 The Social Angels may utilise a third-party payment facilitator to collect service payments. The terms and conditions of the payment process, including any applicable fees, will be outlined in a separate agreement to be signed by the customer. By agreeing to these terms, the customer consents to the use of such facilitators and acknowledges their responsibility to comply with the facilitator’s terms of service.
6.8 The client (merchant) acknowledges and agrees that any reasons for seeking a refund, whether due to internal changes, strategic shifts, or dissatisfaction, do not alter the non-refundable nature of our services. By engaging our services, the client confirms they have read, understood, and agreed to these terms and conditions regarding the non-refundable nature of our services.

7. EXCLUSION OF LIABILITY.

We both recognise that there is a risk that the Services/Equipment/Service Platforms may not perform as expected and may not be satisfactory. The risk of it not equipment or platforms not working or Services not satisfactorily or according to any representations made may be assumed by you, us or the supplier of it. You and we both appreciate that the allocation of risk is a matter of agreement and have decided that you shall bear the risk on the terms set out herein as you acknowledge that we are only a provider of services and you yourself have chosen the Service, Service Platform, Equipment.
7.1 In no event will we be liable to you in contract or other area of law including nay liability for negligence (save in the event of death or personal injury caused by our negligence) for any loss of revenue, anticipated savings or profits or any loss of use or value or for any indirect or consequential loss.
7.2 Notwithstanding the above, our maximum liability is limited to: (a) in respect of indirect or consequential loss an amount not exceeding the total of the minimum period of cover payable (excluding VAT and any maintenance payments), (b) in respect of any other form of loss, the lesser of the cost of repairing the equipment, service platform its dilution in value or the total of the monthly payment outstanding at the date you suffer the loss.

8. EARLY TERMINATION / EVENT OF DEFAULT.

8.1 You may end this agreement early by giving us one month / 30 days written notice subject to payment of all fees / charges for the duration of minimum agreement period and by paying all debt including interests and costs.
8.2 We may end this agreement after giving you any written notice required by law if;
a) You break any term of this agreement
b) You fail to pay any sum due under this agreement
c) You are unable to pay your debts as they fall due or if we consider you are or may become insolvent.
d) You do anything which may prejudice our rights to or in the services
e) Any other agreement which you enter into with us or a member of our group of companies is terminated or becomes capable of termination.
f) We become aware that any information supplied by you is false.
g) The services (or any part of it) becomes an actual or constructive total loss.
i) There is any change in control of your company or its ultimate holding company.
j) A receiver, administrator, administrative receiver or liquidator is appointed over all or any part of your assets, or any person who is entitled to do so takes any steps to appoint an administrator over any of your assets or files such a notice with the court, or you cease or threaten to cease trading, or you convene any meeting of or enter into any arrangement with your creditors or any of them.
8.3 On the occurrence of an event of default we may by notice in writing to you immediately or at any time thereafter end your right to Services, Equipment or Services Platform without affecting your duties and liabilities at that time.
8.4 Our rights to terminate the agreement will not be prejudiced by us accepting payments subsequent to the occurrence of an event of default.

9. TERMINATION

On termination of this agreement for any reason, you shall:
9.1 Pay to us:
a) All amounts then outstanding including any interest due on unpaid amounts accordance with the terms of clause 6.5; and
b) The total of all future Payments Due for the duration of the minimum agreement period, which you would have made if not for the termination discounted at the rate of 5% per annum.
c) If applicable, any costs or expense incurred by us in enforcing this agreement including, but not limited to, any costs of administration, costs of recover of the debt, bank charges and all legal costs on a full indemnity basis.

10. GENERAL
10.1 We may assign our rights and transfer our obligation, but you may not do so.
10.2 Notices shall be deemed to be properly given if left or sent to you by post or email to your last known address or registered office.
10.3 If the signatory of this agreement is not properly authorised by the named business customer, the signatory shall be liable for the obligations and liabilities of this agreement.
10.4 provided that this agreement is not regulated by the Consumer Credit Act 1974, we may combine your account under this agreement with any other account held by us (or any other member of our Group of Companies) in your name: and apply in discharge of any amount otherwise payable by us to you the amount of any liability you owe to us (or an Group Company) on any account whatsoever.
10.5 If you consist of two or more persons or if you are a partnership then your liability or that of the partners in the partnership under this agreement shall be joint and several.
10.6 This agreement shall be governed by and construed in accordance with English Law and you accept the jurisdiction of the English Courts.
10.7 No forbearance or concession we allow you will affect our rights under this agreement.

11. DATA PROTECTION ACT 1998

Credit search and other information which is provided to us and /or the credit reference agencies about you and those with whom you are linked financially may be used by us and other companies when credit decisions are made about you, or your partners or other members of your household. Details provided by you or relating to this agreement and any failure by you to keep to its terms will be added to such records and may also be disclosed to other companies in our group of companies and other parties to whom we normally provide such information and or whose services may be of interest to you. This information may also be used for debt tracing and the prevention of money laundering. If you give false or inaccurate information and we suspect you of fraud, we will record this. By signing this agreement you agree and consent that we may use any information which you provide for any of the above purposes and confirm that, if you are joint applicant or if you have told us that you have a financial association with another person, you are entitled to disclose information about such join applicant or anyone referred to by you and authorise us to search, link or record information at credit reference agencies about you and anyone referred to by you.