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Terms of business

  1. Introduction

    1. This agreement sets out the terms and conditions upon which we will provide our services to you. Use of our services means that you, the client accept and agree to abide by all terms set out within this document.
    2. Company details

    3. Juiced Media Limited (‘The Contractor’) is a private limited company registered in England and Wales, Company Registration Number: 6863960 (VAT Number: GB 916 8391 95) and having its registered office address at Alexandra Business Centre, 42 Alexandra Road, Lowestoft, Suffolk, NR32 1PJ, United Kingdom.
    4. Juiced Media can be contacted by phone at 01502 806996, email at studio@juiced-media.co.uk and by post at Juiced Media Ltd., Alexandra Business Centre, 42 Alexandra Road, Lowestoft, Suffolk, NR32 1PJ, United Kingdom.
    5. The websites www.juicedmedia.co.uk, www.juiced-media.co.uk and www.juicedhosting.co.uk are owned and operated by Juiced Media Limited as referred to in clause 1.1.
    6. Juiced Media aim to provide a wide range of services to our clients that include but are not limited to software development, website design and development, graphic design, print, domain name management and registration, shared web hosting and digital marketing services including search engine marketing and pay per click advertising.
    7. Operating Hours

    8. We operate office hours Monday to Friday, 09.00 till 17.00.
    9. We are closed on bank holidays. Opening times during Christmas, New Year and other holidays will be sent to clients via our client newsletter and posted to social media where applicable.

  2. Definitions

    1. ‘charges' means the charges to be paid by the client for the services as specified in the quotation and/or proposal or agreed before hand
    2. 'confidential information' means all business, technical, financial or other information created or exchanged between the parties during the provision of services
    3. 'contact details' means the contact details for the parties including postal address, telephone and mobile numbers and email address, and the names of the parties' respective representatives
    4. 'client’, ‘customer’, ‘you’, ‘the signing party’ means you the person or entity ordering a product or service from Juiced Media (‘the Contractor’) and engaging in the provision of their services
    5. ‘contractor’, ‘the supplier’, ‘us’, ‘we’, ‘the service provider’ means Juiced Media Limited as referred to in clause 1.1.
    6. 'client software' means the software owned by the client, or licensed to them by a third party or Juiced Media, but shall not include Juiced Media’ software or platform
    7. 'DNS' stands for domain name system
    8. 'expert's decision' means a decision of an expert made in accordance with the procedures set out by the contractor;
    9. 'initial term' means the initial term for the supply of the services as specified in the quotation and/or proposal or agreed beforehand
    10. 'intellectual property rights' means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, in each case whether registrable or not in any country
    11. ‘IP address' stands for an internet protocol address
    12. 'ISP' stands for internet service provider
    13. 'services' means the services provided to the client by Juiced Media as specified in the quotation and/or proposal or agreed beforehand
    14. 'software' means the client software and Juiced Media’s software
    15. 'Juiced Media Network' means that part of the Internet that is directly under the control of Juiced Media
    16. 'Juiced Media software' means the software and related documentation owned by or licensed to Juiced Media including any upgrades or related documentation, as specified in the quotation and/or proposal or agreed beforehand
    17. 'terms of payment' means the terms of payment of the charges specified in the quotation and/or proposal and/or as set out and agreed beforehand
    18. 'upgrades' includes all updates, upgrades, enhancements, corrections, modifications, new releases, new versions and bug fixes in any form only from time to time issued or made available by Juiced Media
    19. 'URL' stands for universal resource locator
    20. 'virus' means a computer program that copies itself or is copied to other storage media, including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs, and destroys, alters or corrupts data, causes damage to the user's files or creates a nuisance or annoyance to the user and includes without limitation computer programs commonly referred to as 'worms' or 'trojan horses’
    21. 'visitor' means a third party who has accessed a website
    22. 'website' means the website identified in the quotation and/or proposal if applicable
    23. 'website maintenance services' means the services to be provided by Juiced Media to the client in relation to the website as detailed in the quotation and/or proposal or agreed otherwise
    24. ‘budget’ means the budget annexed hereto containing details of all projected costs and expenses for developing the deliverables in accordance with this agreement.
    25. ‘code’ means all computer programming code (both object and source, unless otherwise specified), as modified or enhanced from time to time by the contractor, including, without limitation, all interfaces, navigational devices, menus. menu structures or arrangements, icons. help, operational instructions. script, commands, syntax, HTML. (hyper-text mark-up language), design, templates written in PHP or other scripting languages, and the literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access or otherwise affect the content whether created or licensed from third parties by the contractor including without limitation, any intellectual property rights in such material.
    26. ‘confidential information’ means in relation to either party any information which is disclosed to that party by the other party (whether or not developed by the other) including, without limitation
      1. the preparation and specifications of the deliverables
      2. pre-existing or new information that relates to all ideas, designs, methods, discoveries, improvements, products or other results of consulting services
      3. trade secrets
      4. product data
      5. proprietary rights
      6. business and financial affairs
      7. product developments
      8. Client and employee information.
    27. ‘content’ means all text, graphics, animation, audio and/or digital video components and all other components of the deliverables and the selection and arrangement thereof, other than the code whether created by the contractor or provided by the client for purposes of developing the deliverables, including without limitation any intellectual property rights therein.
    28. ‘deliverables’ means all code, content and other materials to be produced by the contractor hereunder as more fully described in the quotation and/or proposal including all documentation such as manuals, flow charts, principles of operation, technical manuals and other written materials that relate to the object code, provided however, that documentation does not include end-user instructions, manuals or other operating documentation or materials
    29. ‘final project acceptance form’ means a document signed and dated by the client confirming that the project has been completed and tested and either delivered to their satisfaction (accepting the project as a whole) or not delivered to their satisfaction (rejecting the project as a whole or certain deliverables)
    30. ‘pre-existing work’ means any pre-existing original works of authorship contained in the content in existence before this agreement is agreed
    31. ‘work schedule’,’work document’, ‘work statement’, ‘work specification’, ’specification’, ‘proposal’, ‘quotation’ means the written document provided to the client by the contractor for the development of the deliverables, including operational and functional capabilities, performance, costings and timescales
    32. ‘working day’ refers to a workday during the hours of operation of the contractor as set out in 1.5 and 1.6
    33. reference to a subsidiary or holding company is to be construed in accordance with the Companies Act 2006 section 1159
    34. reference to a party is reference to a party to this agreement and includes its permitted assignees and the respective successors in title to substantially the whole of its undertaking;
    35. reference to a person includes any person, individual, company, firm, corporation, government, state or agency of a state, or any undertaking whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists
    36. words denoting the singular include the plural and vice versa and words denoting any gender include all genders
    37. reference to a numbered clause, paragraph or schedule is to that clause, paragraph or schedule of this agreement
    38. 'this agreement' shall, unless the context otherwise requires, mean and include this document
    39. 'control' is to be construed in accordance with the Income and Corporation Taxes Act 1988 section 416 and 'controlling' and 'controlled' shall be construed accordingly
    40. ‘includes’ and 'including' mean includes and including without limitation
    41. the index to and the headings in this agreement are for information only and shall be ignored in construing it.
  3. Duties

    1. Subject to the terms and conditions of this agreement, Juiced Media shall provide the services to the client as agreed by both parties in the quotation and/or proposal and/or as agreed via email, telephone or verbally in person.
  4. Scope of services

    1. The contractor shall author, design, create, develop and produce the deliverables in accordance with the agreed work specification. At any time during the term of this agreement, the client may request additional services to be performed by the contractor in connection with the deliverables, including any updates. Such additional work shall be agreed upon and shall be an addition or revision to the quotation and/or proposal and shall be subject to the terms of this agreement
  5. Amendments and updates

    1. Changes in the quotation and/or proposal shall become effective only upon written agreement of the parties.
    2. The contractor shall accept any reasonable change requests made by the client that reduce the cost of the deliverables provided that an equitable adjustment in compensation is made for the out of pocket costs of any performance or preparation already undertaken, and that the total reduction shall not be more than 25% of the amount originally agreed to by the parties.
    3. The contractor shall make reasonable efforts to accommodate (but shall not be required to accept) any amendments requests made by the client that increase the cost or magnitude of performance, provided that the proposed changes are reasonable in scope and the client accepts additional costs will apply in addition to those stated in the quotation and/or proposal
    4. The client accepts that any changes or amendments to the agreed quotation and/or proposal will increase the number of work days required to complete the deliverables from that estimated in the quotation and/or proposal
  6. Charges and payments

    1. The client shall pay the charges to Juiced Media according to the agreed terms of payment as per the quotation and/or proposal provided and/or as agreed by both parties
    2. The charges shall be payable in UK Pounds Sterling unless otherwise arranged and permitted by the contractor
    3. VAT is charged to any client residing within the UK. VAT shall also be charged to any client within the EU VAT area unless we are provided with a valid VAT number (excludes UK).
    4. Prices quoted and advertised exclude VAT unless otherwise stated.
    5. When services involve recurring payments such as but not limited to website hosting, Juiced Media offers both monthly and annual billing dependant on the service provided. Unless otherwise agreed, the default payment schedule is on a annual basis.
    6. The client can cancel recurring services at anytime and the cancelation will take effect within 7 working days. No refund will be provided for any unused service within their current billing cycle in the event of cancelation. By way of example if the client signs up on an annual basis and cancels 8 months into the 12 month term; the client shall not be refunded for the remaining balance
    7. The payment schedule will be set out in the provided quotation and/or proposal and/or stated in writing via email or letter. No work will be carried out without a deposit payment or full payment if this is agreed. Any deliverable dates quoted in the quotation and/or proposal are from the receipt of cleared funds of the deposit or full payment
    8. Juiced Media accept no responsibility for project delays caused by late payment
    9. Final goods will be delivered once full payment has been received. In the case of website development, this will mean allowing public access to the website and in the case of designed and printed work, this will mean delivery of the final version printed materials and/or files detailed in the quotation and/or proposal
    10. Deliverables are payable in full in advance at the time of acceptance of the proposal and/or quotation unless otherwise stated.
    11. Juiced Media reserves the right to with-hold access to the materials and deliverables until full payment is made.
    12. Juiced Media reserves the right to with-hold access to other deliverables related to the client and not relating to outstanding invoices.
    13. Juiced Media may charge the client interest at their discretion in respect of late payment of any sum due under this agreement, at a rate of 8% a year above the base rate from time to time of The Royal Bank of Scotland PLC. or the assignee or successor in title of substantially the whole of its undertaking, from the due date for payment until payment is received
    14. All invoices must be paid within the time period stipulated on the invoice. If payment is not made and 14 days have elapsed from and including the date payment was due, Juiced Media reserves the right to suspend the service and after a further 7 days terminate services and delete the client’s Software, content and any other data that forms part of the services
    15. All deliverables remain the property of Juiced Media (the contractor) until full payment is received
    16. If the contractor quotes an unqualified and unconditioned price for the deliverables or particular services, the amount quoted shall be deemed a fixed price. Unless the contractor provides for progress payments, deferral of payment after completion or some other form of payment schedule, the client shall pay the full amount of the fixed price associated with the deliverables and shall begin making payments for the contractor’s services before delivery of final deliverables.
    17. Except as set forth in the quotation and/or proposal, the contractor shall bear all of its own expenses arising from its performance of its obligations under this agreement, including (without limitation) expenses for facilities, work spaces, utilities, management, clerical and reproduction services, supplies, and the like
    18. With respect to deliverables and other services for which the parties determine that payment on a fixed price basis is not appropriate, the quotation and/or proposal may provide for payment on the basis of time and materials, determined according to the hourly rates set for the contractor's employees by skill level in the schedule of rates to be agreed to by the parties. If no rate has been agreed, the standard rate of £65 per hour + VAT is to be assumed.
    19. The parties may agree on a maximum aggregate amount for particular services or deliverables. The contractor shall use all commercially reasonable efforts to complete the specified services and/or deliverables for a specified period of time, for no more than such aggregate amount.
    20. Should the contractor determine at any time that it may be necessary to exceed such aggregate amount, the contractor shall provide a written notice to the client, indicating the estimated cost to complete the deliverables. Following receipt of such estimate, the client shall immediately instruct the contractor in writing to (i) halt work with respect to such services and/or deliverables, (ii) continue on a time and material basis, or (iii) suspend work pending further negotiation of a fixed price for completion
    21. The hourly rates prescribed by the schedule of rates shall be in lieu of compensation or reimbursement for any costs or burden incurred by the Contractor except as specifically set out in the quotation and/or proposal. Rates quoted by the contractor in a schedule of rates are subject to change upon thirty (30) days' advance notice provided that any such change shall have no effect upon rates or charges for work already rendered or scheduled to be rendered within thirty (30) days of the issuance of such notice.
    22. Any and all payments made to Juiced Media including but not limited to deposits, milestone/staged payments and full payments of account are non-refundable and are made on the basis that the deliverables whether in part or in full at the time of payment are accepted by the client at that time.
  7. The client's responsibilities

    1. The client shall
      1. furnish information requested by the contractor
      2. provide adequate access to personnel of the client
      3. maintain the accessibility and operability to any services and/or technologies to the extent reasonably necessary for the contractor to fulfil its responsibilities under this agreement.
      4. The client shall maintain such right to any third party software during the term as necessary to carry out the purposes of this agreement.
      5. not supply or distribute any material or other information that:
        1. infringes any intellectual property rights
        2. is in breach of any law, statute, or regulation
        3. is defamatory, libellous, unlawfully threatening or harassing
        4. is obscene, pornographic or indecent;
        5. contains any viruses or other computer programs intended to damage,
        6. detrimentally interfere with, surreptitiously intercept or expropriate any personal information
        7. is not solicited
      6. For the avoidance of doubt, Juiced Media does not monitor, and will have no liability for the contents of, any communications transmitted by virtue of the services provided.
      7. The client grants to Juiced Media a non-exclusive, royalty-free licence, during the term of this agreement, to use, store and maintain information and files provided by the client on a server for the purposes of providing the deliverables in accordance with this agreement. Juiced Media may make such copies as may be necessary to perform its obligations under this agreement, including backup copies.
  8. Procedure for Acceptance

    1. The procedure for acceptance of any Deliverable shall be as follows:
      1. The client shall have 5 working days to inspect and test each such deliverable. Unless the client has notified the contractor of its rejection of any deliverables within seven (7) days following delivery thereof, the same shall conclusively be deemed accepted.
      2. The client may only reject deliverables for material failure to comply with the applicable specifications within the quotation and/or proposal. In the event of rejection, the client shall give its reasons for rejection to the contractor in reasonable detail. The contractor shall then have thirty (30) working days to use commercially reasonable efforts to correct any deficiencies or non-conformities from the applicable specifications and resubmit the rejected items as promptly as reasonably possible until the deliverables are accepted provided that upon the third or and subsequent rejection the contractor or client may terminate this agreement by thirty (30) days’ notice unless the deliverables are accepted during the notice period.
      3. Upon acceptance of deliverables by the client, the specifications for such deliverables shall automatically be deemed to be amended to conform to the deliverables as accepted by client.
  9. Rights in content and software

    1. The contractor’s property

      1. All Deliverables and other items and materials delivered by the contractor to the client hereunder, and all Intellectual Property Rights associated with any of the foregoing, shall be owned exclusively by the contractor, and no right, title or interest in or to any of the same other than the license granted to the client is granted, transferred or assigned to the client by this agreement or any quotation and/or proposal. This includes but is not limited to any software purchased and/or not the original work of the Contractor obtained for the purpose of providing the deliverables as well as any proprietary software developed and/or customised by the Contractor as part of their overall service provision to clients such as content management systems, online client areas, control panels, source files for graphics and backups of data.
      2. At the contractor’s expense, the client shall:
        1. co-operate with the contractor in its efforts to obtain available protection for the deliverables under domestic and foreign laws and to secure such certifications registrations, or licenses as may be appropriate for the better protection of the same in the United Kingdom or any foreign country
        2. take such further action as the contractor may reasonably request (including, without limitation, execution of affidavits and other documents) to effect, perfect or confirm the contractor’s ownership interests as set forth.
        3. The client shall not make any copies of any deliverables, without the written permission of the contractor.
    2. The client's property

      1. The client’s logos, trademarks, trade names, copyright materials, the client’s pre-existing work and data provided by the client to the contractor remain the client’s sole property
      2. The contractor agrees that the service mark and domain will remain the sole property of the client as long as payment for these items has been received in full
      3. The contractor agrees to identify the client’s trademarks, copyrights and other Intellectual Property Rights by including appropriate symbols and notices as reasonably requested by the client.
  10. License grant

    1. Subject to the terms and conditions of this agreement, each party hereby grants the other a non-exclusive, non-transferable (except with written permission from the contractor), non-sub-licensable, worldwide license to use any licensed software required to complete the deliverables.
  11. Service levels, interruptions and backups

    1. The client accepts that there will inevitably be some downtime, outages and performance issues, including emergency and previously scheduled maintenance and Juiced Media accepts no liability for any delays arising due to these circumstances
    2. The client shall ensure that it maintains adequate backups of the client software and any other information or data that it uploads to the Juiced Media computers and servers
    3. The client shall ensure that it does not exceed the bandwidth or computer memory stipulations which Juiced Media determines in its sole discretion and notifies to the client from time to time. Further if the size of an email mailing list used by the client exceeds any agreed or stipulated size, level or frequency and Juiced Media determines in its sole discretion that suspension is necessary to protect all and any internet solutions provided by Juiced Media from time to time, Juiced Media will proceed to suspending its services to the client. At all times the client must adhere to the Acceptable Use Policy, any breaches of the Acceptable Use Policy allow Juiced Media to suspend and / or terminate the services as Juiced Media in its sole discretion deems necessary.
  12. Term and termination

    1. Term

      1. 12.1.1.This agreement will remain in effect through the period of time during which the parties agree that the contractor will provide services and until all deliverables are delivered to the client unless this agreement is terminated by either party by means set out in 5.2.
    2. Duration and termination

      1. 12.2.1.Either party shall have the right, exercisable by giving not less than 14 days written notice to the other at any time.
      2. 12.2.2.Either party may forthwith terminate this agreement by giving written notice to the other party if:-
        1. any sum owing to that party by that other party under any of the provisions of this agreement is not paid within 7 days of the due date for payment
        2. that other party commits any other breach of any of the provisions of this agreement and, if the breach is capable of remedy, fails to remedy it within 30 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
        3. an encumbrancer takes possession, or (where that other party is a company) a receiver is appointed, of any of the property or assets of that other party
        4. that other party makes any voluntary arrangement with his or its creditors or (being a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986)
        5. that other party (being an individual or firm) has a bankruptcy order made against him or it or (being a company) goes into liquidation (except for the purposes of amalgamation or re-construction and in such a manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement)
        6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party
        7. that other party ceases, or threatens to cease, to carry on business
        8. control of that other party is acquired by any person or connected persons not having control of that other party on the date of this agreement
        9. For the purposes of Clause, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that the time of performance is not of the essence)
        10. rights to terminate this agreement shall not prejudice any other right to remedy of either party in respect of the breach concerned (if any) or any other breach
      3. The agreement will be terminated with immediate effect should the client contact another service provider and/or share, copy or attempt to duplicate any deliverables supplied by the contractor whether in part or fully.
      4. The contractor reserves the right to terminate the agreement by giving no less than 7 days notice should they feel that they are unable to continue the working relationship for and not limited to reasons that the contractor deems ethical or in the situation that a client has deemed to have behaved in a threatening or abusive manner.
  13. Effects of termination

    Upon the termination of this agreement for any reason:-

      1. any sum owing by the client to the contractor under any of the provisions of this agreement shall be immediately payable and the client will pay the contractor for all unpaid invoices and uncompensated staff time and expenses up to the date of termination; provided, however, that if the deliverables are being performed on a fixed price billing basis, all staff time and expenses shall be paid as if on a time and material billing basis
      2. each party shall forthwith cease to use, either directly or indirectly, any confidential information, and shall forthwith return to the other party any documents in its possession or control which contain or record any confidential information
      3. any provision of this agreement which is expressed to continue in force after termination shall continue in full force and effect
      4. except in respect of any accrued rights, neither party shall be under any further obligation to the other
      5. Any outstanding deliverables at the time of termination will be considered cancelled and the contractor will deliver the deliverables incomplete as they are at the time of termination as long as the agreed full payment has been made set out in clause 6.1.
  14. Limitations

    1. All rights in and to the deliverables and any other items and materials delivered by the contractor to the client which are not expressly granted to the client are reserved to the contractor. Without limiting the generality of the foregoing, the client shall not assist, authorise or encourage any third party to:
      1. use or transmit any deliverables on or to any other web site or network not owned by the contractor without permission
      2. reverse engineer, decompile, disassemble any deliverables or otherwise attempt to discover any source code or trade secrets related to any deliverables
      3. distribute, license, rent, sell, lease or otherwise transfer any deliverables without the written consent of Juiced Media Ltd.
      4. modify or create derivative works based on any deliverables
      5. remove, obscure or alter any notice of copyright, trademark or other proprietary notices present on or in any deliverables
  15. Confidential information

    Each party undertakes that, except as authorised in writing by the other party, it shall, at all times during the continuance of this Agreement and for five years after its termination;

    1. keep confidential all confidential information
    2. not disclose any confidential information to any other person
    3. not use any confidential information for any purpose other than as contemplated by and subject to the terms of this agreement
    4. not make any copies of, record in any way or part with possession of any confidential information
    5. ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that party, would be a breach of the provisions of this agreement
    6. Either party may disclose any confidential information toany sub-contractor or supplier of that party, any governmental or other authority or regulatory body orany employee or officer of that party or of any of the aforementioned persons to such extent only as is necessary for the purposes contemplated by this agreement, or as required by law, and in each case subject to that party first informing the person in question that the confidential information as confidential and (except where the disclosure is to any such body as is mentioned above or any employee or officer of any such body) obtaining and submitting to the other party a written undertaking from the person in question, as nearly as practicable in the terms of this clause, to keep the confidential information confidential and to use it only for the purposes for which the disclosure is made use any restricted information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this agreement, or at any time after that date becomes, public knowledge through no fault of that party, provided that in doing so that party does not disclose any part of that confidential information which is not public knowledge
  16. Representations, warranties and limitations

    1. The following representations and warranties are provided solely for the benefit of the parties to this agreement, and no other person or entity
    2. The contractor warrants that;
      1. the deliverables and software it creates or licenses to the client shall perform reasonably as stated in the quotation and/or proposal
      2. The contractor will perform all work in compliance with applicable law
      3. The contractor warrants that any part of the deliverables created solely by the contractor;
        1. will not infringe on any patent, copyright, trade secret or other proprietary rights of others
        2. will not be defamatory to any third party or violate any third parties rights of privacy or publicity
    3. The client warrants that no part of the deliverable, including all related materials and content provided by the client in the production of the deliverables;
    4. infringes on any Intellectual Property Rights of others
    5. is defamatory to any third party or violates any third parties rights of privacy or publicity
    6. The client warrants that it is the owner of all rights in, or has obtained any written permission necessary to authorise the contractor's use pursuant of this agreement of, any part of the materials and content provided by the client.
    7. The Client shall be solely responsible for the adequacy and accuracy of all content, information and data provided to the contractor.
    8. The client shall review the accuracy of all content, information and data once the contractor has included the same in the deliverable.
    9. The client shall be solely responsible for the content and information within the deliverable, and shall be responsible for all changes to the content of the deliverable accordingly.
    10. The Contractor shall not be responsible for screening, policing, editing, or monitoring any content, or additional materials added by the client or any third party to any deliverable or included services.
    11. If notified of allegedly infringing, defamatory, damaging, obscene, illegal or offensive material, the contractor's sole obligation will be to inform client of such allegations.
    12. The client shall defend, indemnify and hold the contractor harmless from all liability and expenses (including, but not limited to solicitors fees) arising from such claim unless said liability is due gross negligence or a wilful default by the contractor in carrying out its obligations under this agreement
    13. The contractor will not create or change any content of the deliverable without the client's written authorisation
    14. Each party has full power to enter into this agreement to carry out its obligations under this agreement and to grant the rights described herein to the other party
    15. The contractor does not warrant any deliverable or included services against failure of performance due to failure of computer hardware, software or communication system for whatever reason.
    16. Except as specifically provided in this section, the contractor hereby disclaims and the client hereby waives all other warranties, express or implied, with respect to the deliverables and all services provided hereunder, arising by law or otherwise, including without limitation:
      1. any implied warranty of merchantability, fitness for a particular purpose non-infringement or arising from course of dealing, course of performance or usage of trade
      2. any obligation, liability, right, remedy, claim in tort, notwithstanding any fault, negligence, strict liability or product liability of the contractor (whether active, passive or imputed)
  17. Remedies and indemnification

    1. The parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk
      1. Remedies

        1. In addition to its rights of termination, the client’s exclusive remedies for the contractor’s default hereunder shall be to obtain the repair, replacement or correction of the defective services, software or equipment to the extent warranted under this agreement. If such remedy is not economically or technically feasible or effective, then the client may obtain an equitable partial or full credit or refund of amounts paid with respects to the defective services or deliverable, subject to the limitation set forth immediately below in 10.3.
      2. Limitation of liability

        1. Except as expressly provided in this agreement the contractor shall not be liable to the client or any third party, whether in contract, tort (including negligence) or otherwise for;
          1. any amount in excess of the amount paid by the client to the contractor for any services during the three (3) months prior to the event giving rise to the alleged claim
          2. any loss of revenue, business contracts, anticipated savings or profits, or any loss of use of facilities
          3. any special indirect or consequential loss howsoever arising
          4. ‘anticipated savings’ means any expense which either party expects to avoid incurring or into incur in a lesser amount than would otherwise have been the case by reason of the use of the services and facilities provided by the contractor under this agreement
          5. To the fullest extent permitted by law Juiced Media shall not be liable for any breach of its contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with this agreement
          6. Juiced Media shall not be liable to the client for any indirect or consequential loss the client may suffer even if the loss is reasonably foreseeable or Juiced Media has been advised of the possibility of the client incurring it
          7. To the fullest extent permitted by law in the event that Juiced Media is found liable under this agreement, Juiced Media‘s liability shall be limited to the sum of £200
  18. Copyright and proprietary notices

    1. The client shall maintain on all copies of a deliverable the copyright notices, confidentiality legends, patent markings and other labels (singularly or collectively "Proprietary Rights Notices") in the exact forms reasonably specified in written notices by the contractor. The client shall not remove or alter any copyright or other Proprietary Rights Notices placed by the contractor.
  19. Force majeure

    1. For the purposes of this Agreement “Force Majeure” means in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, acts of god, industrial action, civil disturbances, disruption of telecommunications power or other utilities or interruption or termination of security the Internet access provider being used by the contractor to link its services to the Internet)
    2. If any Force Majeure occurs in relation to either party which affects or may affect the performance of any of its obligations under this agreement, it shall forthwith notify the other party as to the nature and extent of the circumstances in question.
    3. Neither party shall be deemed to be in breach of this agreement, or shall otherwise be liable to other, by reason of any delay in performance, or the non-performance, of any of its obligations under, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.
    4. If the performance by either party of any of its obligations under this agreement is prevented or delayed by Force Majeure for a continuous period in excess of six months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable the other party shall be entitled to terminate this Agreement by giving written notice to the party so affected.
  20. Independent contractors

    1. The contractor has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all work to be carried out by the contractor hereunder unless otherwise provided herein. The contractor may, at the contractor’s own expense, employ such assistants as the client deems necessary to produce the deliverables. The client may not control, direct or supervise the contractor's assistants or employees, and each party shall be responsible for its own taxes or any withholding or benefits on behalf of its employees.
  21. Nature of agreement

    1. Each party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under this agreement through any other member of its group, provided that any act or omission of that other member shall, for all the purposes of this agreement, be deemed to be the act or omission of the party in question
    2. This agreement is personal to the parties and neither party may assign, mortgage or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, except with the written consent of the other party or as specifically permitted
    3. Nothing in this Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties
    4. This agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties
    5. Each party acknowledges that, in entering into this agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law
    6. No failure or delay by either party in exercising any of its rights under this agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
    7. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
  22. Notices and service

    1. Any notice or other information required or authorised by this agreement to be given by either party to the other shall be given by:
      1. delivery by hand
      2. sending it by pre-paid first class recorded post
      3. sending by email requesting an acknowledgement of receipt
    2. Any notice or information given by post in the manner provided which is not returned to the sender as undelivered shall be deemed to have been given to the second day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.
    3. Any notice or information sent by other means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent to the other party within 24 hours after transmission.
    4. Service of any document for the purposes of any legal proceedings concerning or arising out of this agreement shall be effected by either party by causing it to be delivered to the other party at its registered or principal office, or to such other address as may be notified to it by the other party in writing from time to time.
  23. Miscellaneous

    1. Each party shall from time to time (both during the continuance of this agreement and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this agreement.
    2. The parties shall bear their own costs of and incidental to the preparation, execution and implementation of this Agreement.
    3. Neither party shall make or procure or permit any other person to make any press or other public announcement concerning any aspect of this agreement without first obtaining the agreement to the other party to the text of that announcement.
    4. This agreement may be executed in a number of counterparts and shall come into force once each party has executed such a counterpart in identical form once each party has executed such a counterpart in identical form and exchanged the same with the other party.
  24. Applicable law and jurisdiction

    1. UK law shall apply to the whole of this agreement
    2. Any question arising out of this agreement as to the construction or effect of any Intellectual Property shall be decided in accordance with the laws of the country in which the Intellectual property in question has been granted or filed or exists
    3. Parties hereby agree to submit to the non-exclusive jurisdiction of the english courts
  25. Arbitration

    1. Any dispute, difference or disagreement between the parties arising out of or in connection with this agreement shall be referred to the arbitration of a single arbitrator appointed by agreement between the parties within 30 days after a request for a reference is made by either party, or failing that nominated on the application of either party to ICANN.
    2. This shall not:
      1. apply to any dispute, difference or disagreement in respect of which the provisions of this agreement specify the consequences
      2. preclude the making of an application to the court for injunctive relief.
  26. Non-solicitation of staff

    1. The client agrees that during the term of this agreement and for an additional period of 2 years after termination, the client shall not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee of or contractor to Juiced Media engaged in the performance of the services without the prior written consent of Juiced Media.
  27. Assignment

    1. The client shall not assign, transfer, or sub-contract the benefit and/ or burden of this agreement, make it the subject matter of a trust or in any other manner make it over to any third party without the prior written consent of Juiced Media, which consent shall not be unreasonably withheld.
    2. Juiced Media may assign, transfer, or sub-contract the benefit and/or burden of this agreement, make it the subject matter of a trust or in any other manner make it over to any third party.
  28. Conflict of terms

    1. Except as otherwise expressly provided in this agreement in the event of any conflict between the terms of this agreement or in any terms supplied by the client, the terms of this agreement shall prevail
  29. Waiver

    1. A waiver of any term, provision or condition of this agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given
    2. No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver of it, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege
    3. No breach of any provision of this agreement shall be waived or discharged except with the express written consent of the parties
  30. Invalidity

    1. If any provision of this agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, whether pursuant to any judgment or otherwise:
      1. the validity, legality and enforceability under the law of that jurisdiction of any other provision
      2. the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way.
    2. If any provision of this agreement is held to be void or declared illegal, invalid or unenforceable for any reason whatsoever, that provision shall be divisible from this agreement and shall be deemed to be deleted from it and the validity of the remaining provisions shall not be affected. If any such deletion materially affects the interpretation of this agreement, the parties shall use their best endeavours to negotiate in good faith with a view to agreeing a substitute provision as closely as possible reflecting the commercial intention of the parties.
  31. Remedies

    1. The rights and remedies provided for by this agreement are cumulative with and not exclusive of any rights or remedies provided by law.
    2. Without prejudice to any other rights or remedies of the parties, each party acknowledges for the benefit of the other that damages might not be an adequate remedy for any breach of the provisions of this agreement and that, accordingly, either party shall be entitled without proof of special damage to the remedies of injunction and specific performance and other equitable remedies for any threatened or actual breach of the provisions of this agreement by the other
  32. Entire agreement

    1. This agreement embodies and sets forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this agreement save for any representation made fraudulently
    2. Any revisions, updates or amendments to this agreement will be notified to the client in writing and will be deemed accepted by the client unless otherwise stated by the client. Continued use of services will also be deemed as acceptance of any amendments
  33. Exclusion of third party rights

    1. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties to this agreement shall have any rights under it, nor shall it be enforceable under that act by any person other than the parties to it

Get in touch

Alexandra Business Centre, 42 Alexandra Road,
NR32 1PJ
United Kingdom.
Tel : (+44)01502 806996
Email : studio@juiced-media.co.uk

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