1 A. This agreement is between Dignitas Ventures LTD (Company No. 09090758) whose registered office is at 12 Prestongate, Hessle, Hull, HU13 0RE, East Yorkshire, United Kingdom (referred to throughout as ‘Dignitas Ventures’) and the client whose details are present on the estimate or initial deposit invoice (referred to throughout as ‘Client’).
1 B. This agreement forms a binding contract between Dignitas Ventures and the client respective to the products and services provided.
1 C. This agreement takes event only in the event that the client has reviewed and approved an estimate or completed payment for a submitted invoice.
1 D. Dignitas Ventures is an independent contractor to the client, and shall not be deemed to be a partner of, or otherwise associated with the client in any way unless otherwise stated by Dignitas Ventures in writing.
1 E. The products and services provided are for the sole benefit of the client unless otherwise stated by Dignitas Ventures in writing.
2. Definitions, Terminology & Interpretations
2 A. In this agreement the following definitions apply:
- ‘New Cove Marketing’ defines the trading style of Dignitas Ventures known as New Cove Marketing (website address www.newcove.co.uk).
- Products include website design, development and creative writing.
- Services include search engine optimisation, social media and pay per click.
- ‘Support Envoy’ defines the trading style of Dignitas Ventures known as Support Envoy (website address www.supportenvoy.com) which provides customer service outsourcing solutions.
- ‘Bold Privacy’ defines the trading style of Dignitas Ventures known as Bold Privacy (website address www.boldprivacy.com) which provides technology, documentation and consulting related to privacy legislation compliance.
- ‘We Know Hosting’ defines the trading style of Dignitas Ventures known as We Know Hosting (website address www.weknowhosting.com) which provides shared, virtual and dedicated hosting environments.
- ‘WP School’ defines the trading style of Dignitas Ventures known as WP School (website address www.wp.school) which provides an online knowledgebase of educational material and access to consultants in the website design, development and marketing industry.
- ‘Motorhome Centre’ defines the trading style of Dignitas Ventures known as Motorhome Centre (website address www.motorhomecentre.co.uk) which provides an online platform for the sale and purchasing of motorhomes in the United Kingdom.
2 B. The headings in this agreement are for convenience only and shall not affect its construction or interpretation.
2 C. Any references to a statute, directive, regulation, code or guideline (referred to as ‘legislation’) are references to such legislation as amended, modified or re-enacted from time to time.
3. Service Level Agreement
3 A. Dignitas Ventures report on the status and performance of the products, services and other information to the client via email to the primary contact (as provided on the client account) respective of the delivery commitments outlined below:
- Clients may request alternate methods of communication in writing to be considered and approved at the sole discretion of Dignitas Ventures.
- Clients may add, transfer or remove primary persons of contact by providing a written request to [email protected]
- Any delivery dates for products or services described by Dignitas Ventures are provided as estimates and do not form part of this agreement unless otherwise stated by an active director of Dignitas Ventures in writing.
3 B. The client may request changes to products and services provided by New Cove Marketing (referred to below as ‘We’) in respect of the terms outlined below:
- We will provide an unlimited volume of revisions in circumstances where we provided incorrect spelling and grammar.
- We may request the client to provide specific written or visual annotations for each requested change prior to implementation at our own discretion should we feel the client is being difficult or vague.
- We reserve the absolute right to refuse requested changes irrespective of the guidelines described in the project proposal.
3 C. Dignitas Ventures reserve the right to sub-contract, sub-license or otherwise transfer certain parts of the services to specified third parties as it deems necessary or appropriate.
3 D. Dignitas Ventures will use reasonable endeavors to ensure that the same person acts as the client’s point of contact throughout the term, but may replace that person from time to time where reasonably necessary in our interests.
3 E. Any samples, drawings, descriptive matter or advertising issued by Dignitas Ventures, and any descriptions or illustrations contained in Dignitas Ventures’s catalogues or brochures in relation to the services (collectively referred to as ‘marketing materials’), are issued or published for the sole purpose of giving an approximate idea of the services described in them. Such marketing materials do not form part of this Agreement or have any contractual force.
4. Communication & Conduct
4 A. Dignitas Ventures offer three modes of communication which include telephone, email and live chat. We do not accept responsibility or liability for the receipt or security of any information submitted via other channels unless otherwise stated by Dignitas Ventures in writing.
4 B. In the event that Dignitas Ventures are unable to establish communication with the client (verbal or written response) within fourteen days, the client may be served a communication default notice by email. Failure to respond to this notice within thirty days may result in the termination of your account at the discretion of Dignitas Ventures.
4 C. Dignitas Ventures reserve the absolute right to terminate the agreement without prior warning should we deem your conduct towards our staff, contractors or colleagues inappropriate and offensive.
4 D. Dignitas Ventures reserve the absolute right to terminate the agreement without prior warning should we believe that our services are being used in connection with illegal, immoral or unethical business practices.
4 E. Should we receive raise suspicion or any information regarding illegal activity, Dignitas Ventures will share any and all supporting information and documentation with the authorities.
5. Accounts & Billing
5 A. Estimates provided by Dignitas Ventures remain active for fourteen days. By accepting an estimate, you are competing a formal purchase order and entering this agreement.
5 B. Dignitas Ventures will provide all invoices to the email address held for the primary contact persons unless otherwise agreed between both Dignitas Ventures and the client in advance.
5 C. The client can complete payment for outstanding invoices via PayPal, Stripe (Debit or Credit Card) or direct bank transfer. Payment information can be found on the invoice or estimate footer.
5 D. Invoices raised by Dignitas Ventures in relation to products of New Cove Marketing (including website design, development and creative writing) for the client are respective to the following terms:
- Initial deposit invoices raised in response to an approved estimate are due within seven days of delivery.
- Once the project has been completed the final invoice is raised and due within thirty days. This must be paid before the release of the final product.
- Additional payment stages may be introduced prior to accepting this agreement if outlined in writing on the client’s estimate (by Dignitas Ventures) alongside their relevant due dates. By approving the estimate, the client is accepting these additional terms.
5 E. Invoices raised by Dignitas Ventures in relation to services of New Cove Marketing (including search engine optimisation, social media and pay per click) for the client are respective to the following terms:
- Initial deposit invoices raised in response to an approved estimate are due within seven days of delivery.
- Recurring invoices excluding the first month (including monthly, quarterly and yearly terms) are raised at the start of the services monthly term and are due within thirty days of delivery.
5 F. Failure to complete payment for overdue invoices may result in further consequences at the discretion of Dignitas Ventures including:
- Failure to receive payment within the specified time frame will result in a late penalty of £10.00.
- If we’re unable to recover the amount after a further thirty days, you may be charged an additional fixed fee for recovery of £30.00.
- Should the outstanding balance continue to remain unresolved we may initiate formal proceedings.
5 G. Dignitas Ventures reserve the right to amend our pricing for both products and services on the basis that:
- The client is provided with sixty days of advanced notice to the change taking effect.
- The client is given the opportunity to terminate the current service agreement prior to any new pricing being introduced.
6 A. Without affecting any other right or remedy available to it, either party may terminate one or more of the services delivered via New Cove Marketing (including search engine optimisation, social media and pay per click) by giving the other party thirty days prior written notice. In the event of a party terminating one or more of the services in accordance with this clause, the terms of this agreement will continue to apply to the remaining service(s).
6 B.Without affecting any other right or remedy available to it, Dignitas Ventures may terminate this agreement with immediate effect by giving written notice to the client if:
- The Client fails to pay any amount due under the agreement on the due date for payment.
- There is a change of control of the client.
6 C. Expiry or termination of one or more (but not all) of the services shall not affect Dignitas Ventures obligation to provide the remaining services or the client’s obligations to pay the fees in respect of the remaining services. When all services have expired or terminated, this agreement shall terminate automatically and all outstanding fees due to Dignitas Ventures shall become immediately payable and due within seven days (respective of the same late penalties referred to in clause 5 F).
6 D. The termination or expiry of this agreement (howsoever caused) will not affect any rights and/or liabilities of either party which have accrued before termination or expiry.
6 E. Any provision of this agreement which expressly, or by implication, is intended to come into or continue in effect on or after termination or expiry shall remain in full force and effect.
6 F. If this agreement is terminated, the client shall (at Dignitas Ventures request and election) promptly render permanently inaccessible, all confidential information shared by Dignitas Ventures, together with all other materials in its possession that were disclosed to it by Dignitas Ventures under this agreement.
6 G. Dignitas Ventures obligations to the client under this agreement, and all licences granted under this agreement by a party, shall immediately cease.
7. Intellectual Property
7 A. Dignitas Ventures and its licensors own, and shall retain ownership of, all intellectual property rights of materials shared with the client unless otherwise stated in writing by a director of Dignitas Ventures.
7 B. Any materials provided by the client will remain the intellectual property of the client unless otherwise stated in writing from the client.
7 C. The client hereby grants Dignitas Ventures a fully paid-up, non-exclusive, royalty-free, worldwide, transferable licence to copy, modify and use any materials provided by the client to Dignitas Ventures.
7 D. Dignitas Ventures grants the client a non-exclusive, non-transferrable, revocable, limited licence of any provided New Cove Marketing materials whilst actively subscribed to New Cove Marketing’s social media marketing, search engine optimisation or pay per click services. For the avoidance of doubt, the client may not sub-license, assign or otherwise transfer the rights in the materials without Dignitas Venture’s prior written consent.
7 E. All intellectual property rights in or arising out of or in connection with any services provided by New Cove Marketing (other than intellectual property rights of any materials provided by the client) shall be owned exclusively by, and vest absolutely in, Dignitas Ventures.
7 F. Unless otherwise stated in advance of receipt, the client declares valid licence to all material shared with Dignitas Ventures and shall hold Dignitas Ventures harmless from, and on demand indemnify Dignitas Ventures and keep Dignitas Ventures indemnified in full from and against, all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Dignitas Ventures, and any sums agreed to in settlement, as a result of, or in connection with, any claim brought against Dignitas Ventures, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, Dignitas Ventures’s receipt or use of the materials provided by the client in accordance with this agreement.
8 A. Dignitas Ventures will hold all content and information that the client has provided and either marked as confidential, or is notified to Dignitas Ventures as being confidential in the strictest confidence, and will not disclose any such content or information to any other person, company or organisation. The confidentiality obligations in clause 8 A shall not apply to:
- Any disclosures that Dignitas Ventures is required to make by law, by a court of competent jurisdiction, or by any regulatory body.
- Information that has come into the public domain through no fault of Dignitas Ventures.
- Information that Dignitas Ventures develops independently or receives from a third party.
8 B. Dignitas Ventures’s reserves the right to share the confidential information with its personnel, sub-contractors, professional advisors, consultants and auditors, who will each be informed of the confidential nature of the shared information and instructed to treat such information confidentially.
8 C. The client will hold all information marked confidential by Dignitas Ventures in the strictest confidence. This is including, without limitation, any personal data accessed and/or processed by the client’s personnel) and any confidential information relating to the business, affairs, strategies, suppliers or staff of Dignitas Ventures. The confidentiality obligations in Clause 8 C shall not apply to:
- Any disclosures that the Client is required to make by law, by a court of competent jurisdiction, or by any regulatory body, but only to the minimum extent required, and provided that the client first notifies Dignitas Ventures of the requirement (if not prohibited by applicable law).
- Information that has come into the public domain through no fault of the client.
- Information that the Client develops independently (without the benefit of confidential information shared by Dignitas Ventures) or receives from a third party (which is not in breach of a continuing obligation of confidentiality to Dignitas Ventures).
- The client’s right to share the confidential information with its personnel, professional advisors, consultants and auditors, who will each be informed of the confidential nature of the information and instructed to treat such information confidentially and the client shall be liable to Dignitas Ventures if any such party should fail to comply with the terms of such confidentiality obligation.
8 D. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under this agreement.
9. Warranties & Indemnities
9 A. The client warrants to Dignitas Ventures that:
- It has the full power, capacity and authority to enter into the agreement and to perform its obligations under this agreement.
- It will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of personal data to Dignitas Ventures for the duration and purposes of this agreement.
- Receipt and use of the services shall be for legitimate business purposes and in compliance with all applicable laws and regulations
- The client has obtained all necessary approvals, consents and permissions from any relevant authority or third party in connection with its receipt and use of the services.
- Any materials provided by the client are accurate, complete and up to date, and the client accepts sole responsibility and liability for such materials.
9 B The client will hold Dignitas Ventures harmless from, and indemnify Dignitas Ventures on demand and keep fully and effectively indemnified Dignitas Ventures from and against, any liability, losses, damages, costs (including legal fees) and expenses of any nature incurred by Dignitas Ventures directly or indirectly from:
- Any breach of the client’s confidentiality obligations under clause 8 C of these terms of service.
- Any breach by the client of clause 9 A of the these terms of service (the indemnities in this clause shall remain in full force and effect notwithstanding the termination or expiry of this agreement).
9 C. If any third party makes a claim, or notifies Dignitas Ventures that it is intending to make a claim, against Dignitas Ventures, which may reasonably be considered to be likely to give rise to a liability under an indemnity given under clause 7 F or clause 9 B of this agreement, Dignitas Ventures will give the client written notice of such claim and allow the client to have sole authority to dispute, compromise or defend such claim with the assistance of Dignitas Ventures as reasonably requested by the client (and the client agrees to reimburse Dignitas Ventures in full for all such assistance).
10. Limitations Of Liability
10 A. Subject to clauses 10 B to 10 C (inclusive), Dignitas Ventures’ liability to the client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise arising out of, or in connection with, this agreement shall not exceed an amount which is equal to the average annual fees (calculated by reference to the fees in successive twelve (12) month periods from the effective date) paid by the client as at the date that the relevant liability accrued.
10 B. Subject to clause 10 C, Dignitas Ventures shall have no liability to the client in any circumstances, whether in tort (including, without limitation, for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for respect of any: (i) loss of income, sales, business or revenue; (ii) loss of profits; (iii) loss or corruption of software, data or information; (iv) loss of business opportunity, goodwill or reputation; (v) business interruption; (vi) loss of anticipated savings; or (vii) for any indirect or consequential loss or damage of any kind.
10 C. Notwithstanding anything contained in this agreement, neither party excludes or limits its liability for: (i) personal injury or death resulting from its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 or any other liability which cannot be excluded or limited by law.
10 D. Save as expressly set out in this agreement, the services and the Dignitas Ventures materials are provided to the client ‘as is’, and ‘as available’, and to the maximum extent permitted by applicable law, no warranties (whether express or implied) are made by Dignitas Ventures as to their suitability, fitness for purpose, accuracy or otherwise.
10 E. All warranties, conditions and other terms, express or implied (by statute or otherwise) are, unless expressly set out in this agreement, excluded from this agreement to the fullest extent permitted by applicable law.
11 A. This agreement shall be governed by the laws of England and Wales whose courts shall have exclusive jurisdiction in the event of a failure to resolve any dispute (including non-contractual disputes) arising between the parties.
11 B. This agreement constitutes the entire agreement between the parties relating to the matters provided for herein and supersedes all previous agreements, understandings or arrangements between the parties relating to these matters and each of the parties acknowledges and agrees that in entering into the agreement it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether Party to the agreement or not) other than as expressly set out in the agreement. Nothing in this clause shall limit or exclude any liability for fraud.
11 C. The client shall not during the service term, nor for a period of twelve (12) months following the termination or expiry of this agreement for any reason, on its own behalf or on behalf of any third party, directly induce, or attempt to induce, any person employed by Dignitas Ventures who has been engaged in the provision of the services to the client to leave the employment of Dignitas Ventures.
11 D. Dignitas Ventures may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the agreement.
11 E. The client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of Dignitas Ventures.
11 F. If Dignitas Ventures wishes to vary the terms of this agreement, it will notify the client of such variation(s) thirty days prior to enforceability of said revisions. Dignitas Ventures reserves the right to suspend or terminate this agreement (including the provision of the services) with immediate effect if the client does not accept any such variation(s).
11 G. The waiver by either of the parties of any breach of any of the provisions of this agreement shall not prevent the subsequent enforcement of that provision and shall not be deemed a waiver of any subsequent breach. The rights of either of the Parties shall not be prejudiced or restricted by any time, indulgence or forbearance extended to the other.
11 H. A person who is not a party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
11 I. The invalidity or unenforceability of any provision, part-provision or any right arising under this agreement shall not affect the validity or enforceability of any other provisions or rights. If any provision or part-provision is adjudged to be invalid or unenforceable, but would be adjudged valid or enforceable if any part(s) of their wording were deleted or modified, the relevant provisions shall apply with such deletions or modifications as may be necessary to make them valid and effective.