1. Definitions and Interpretation
1.1 The following terms used here will have the meanings stated:
Company: Refers to Five7T Link Limited.
Conditions: These Conditions of Supply.
Confidential Information: Any information disclosed by one party (the disclosing party) to another (the receiving party) that is marked as confidential or could reasonably be understood as confidential.
Contract: Any agreement between the Company and the Customer for providing any Services, incorporating these Conditions.
Customer: Any person, firm, company, or other organisation addressed in the Company’s quotation or order acceptance, including any successor of the Customer and any entity formed through the Customer’s merger, reorganisation, or acquisition.
Deliverables: All documents, products, and materials developed by the company, or its agents, subcontractors, consultants, and employees related to the Services, including computer programs, data, reports, and specifications (including drafts).
Input Material: Any documents, plans, drawings, designs, or other materials, as well as data or other information provided by the Customer to the Company related to the Services.
Intellectual Property Rights: Includes design rights, patents, trademarks, copyrights, business names, domain names, and other similar rights, whether registered or unregistered, in any jurisdiction.
Output Material: Any documents, plans, drawings, designs, or other materials, as well as data or other information provided by the Company to the Customer related to the Services.
Services: Any services agreed in the Contract to be performed by the Company for the Customer, including website design and development, graphic design and branding, SEO, pay-per-click, social media management, website hosting, and photography or video production.
Website: The Customer’s website for which the Services will be provided.
1.2 References to a clause are to clauses in these Conditions. Clause headings do not affect the interpretation of these Conditions.
1.3 “Parties” refers to the parties involved in the Contract, and “party” is construed accordingly.
1.4 References to a particular law include amendments, extensions, applications, re-enactments, and any current subordinate legislation.
1.5 Words in the singular include the plural, and words in the plural include the singular.
2. Application of Conditions and Description of Services
2.1 All quotes and orders from the Company are subject to these Conditions of Supply, which take precedence over any other terms the Customer may present.
2.2 A quote is only an offer, and no Contract is formed until the Company accepts the Customer’s order as per clause 2.3. Quotes are valid for 30 days unless previously withdrawn by the Company.
2.3 An order from the Customer, following a quote or price indication, is not binding on the Company until it is accepted in writing by the Company.
2.4 The Customer must ensure that the terms of its order and any Input Material or specification are complete and accurate.
2.5 Any typographical, clerical, or accidental errors in the Company’s literature, quotes, price lists, order acceptances, invoices, or other documents can be corrected without liability from the Company.
2.6 Orders are accepted because those instructing the Company do so as principals and are directly liable to the Company for all payments.
2.7 The Company may need to collect evidence of identity from customers as required by law. If the Customer fails to provide this evidence, the Company cannot provide the Services.
2.8 Customer orders cannot be cancelled without the Company’s express agreement and terms.
2.9 Customer orders cannot be varied, altered, or deferred without the Company’s written consent, and the Customer must indemnify the Company for any resulting losses, costs, damages, charges, and expenses.
2.10 The Company may charge the Customer for any Output Material provided.
2.11 The quantity and description of Services are detailed in the Company’s quote or order acknowledgement.
2.12 Samples, drawings, descriptive materials, specifications, and advertisements issued by the Company only give an approximate idea of the Services and do not form part of the Contract.
2.13 The Company is not obligated to accept any variations to the Contract requested by the Customer without written agreement.
2.14 If Services are performed according to Customer-provided Input Material, instructions, specifications, or designs, the Customer must indemnify the Company against any intellectual property infringement claims resulting from their use.
2.15 The Customer must ensure that any instructions or specifications provided do not violate any statutory or regulatory requirements.
2.16 Services are provided exclusively for the Customer’s use and must not be used or relied upon by any third party.
2.17 The Company reserves the right to change these Conditions without prior notice.
3. Website Design and Development Services
3.1 Unless agreed otherwise, the Customer must provide text and images for the Website within 14 days. No refund will be given if the Customer fails to provide sufficient content. For e-commerce websites, the Customer is responsible for product entry.
3.2 Proofs will be submitted for Customer approval. The Company is not liable for any errors not corrected by the Customer. Additional changes may incur extra charges.
3.3 Unless agreed otherwise, all content must be supplied in a suitable digital format. Extra charges may apply for non-digital formats or extensive copywriting.
3.4 The Customer grants the Company permission to use all provided content, text, logos, and materials for creating the Website.
3.5 A design credit with a link to the Company’s website will appear on all pages of the Website, designed to fit the overall design.
3.6 The Company retains the right to use the Services for advertising or promoting its work.
3.7 The Customer must provide their terms and conditions and any privacy statement for inclusion in the Website design.
3.8 If the Company cannot complete the Website due to lack of content, sample text and library pictures may be used, and the Website will be considered completed and invoiced.
3.9 The Company will provide estimated timescales for completion and use reasonable efforts to meet them. However, the Company is not liable for delays due to circumstances beyond its control.
3.10 The Company will design a bespoke website, but the CMS features are not bespoke unless agreed upon in writing.
3.11 The acceptance procedure is as follows:
The Website is uploaded to a test domain for the Customer to preview, and the customer is notified by phone or email.
The Customer has seven days to review and request changes.
The Company will make agreed changes within 14 days. The Customer has another seven days to review.
After this period, the design is accepted, full payment is due, and the Customer is invoiced. Further amendments are chargeable.
Additional amendments are chargeable.
3.12 The Customer shall pay for the website design and development services as follows:
A non-refundable deposit of 50% of the charges before the Services commence.
The final 50% upon acceptance as per clause 3.11.
3.13 The Company will ensure the Website functions correctly on the initial server and major web browsers (Microsoft Edge, Firefox, Safari, Chrome) but cannot guarantee functionality on all servers.
3.14 Work is based on the Customer’s responses to the initial questionnaire. Significant changes to the brief may incur additional charges.
3.15 A detailed project specification will be agreed upon. Amendments must be in writing. Additional expenses for amendments may require further payment. The Company is not responsible for third-party amendments.
3.16 Project duration estimates are not guaranteed. The Company is not liable for project overruns.
3.17 Payments are required at development milestones. The Company reserves the right to define these milestones and payment amounts.
3.18 The completed project will be delivered using a method chosen by the Company. The Customer configures the server or disk space for FTP delivery.
3.19 The Customer must sign the Final proof, releasing the Company from further work obligations.
3.20 The Customer must provide all required content and materials before the project starts or within seven days. Delays must be communicated promptly. The Company is not responsible for delays or extra costs due to late or non-delivery materials.
3.21 The Company is not responsible for image quality deemed unacceptable by the Customer, especially from scanned printed materials. Additional expenses may be incurred for necessary actions like photography and media conversion.
3.22 The Company will not include immoral, offensive, obscene, or illegal content. Advertising material must conform to relevant standards. The Company can refuse submitted material without reason and remove offending material if discovered post-inclusion.
3.23 Artwork remains the property of the Company unless agreed otherwise. The Company retains Intellectual Property Rights, and the Customer must have permission to supply content. The Customer indemnifies the Company against claims for lacking Intellectual Property Rights.
3.24 The acceptance procedure is as follows:
The Customer is notified of completion by phone or email.
The Customer has seven days to review and request changes.
The Company makes agreed changes within 14 days. The Customer has another seven days to review.
After this period, the work is accepted, full payment is due, and the Customer is invoiced.
Additional amendments are chargeable.
3.25 The Customer shall pay for the graphic design and branding services as follows:
A non-refundable deposit of 50% of the charges before the Services commence.
The final 50% upon acceptance as per clause 3.24.
3.26 Upon Contract expiration or termination, completed parts or test examples not paid for must be returned to the Company. The Customer must not retain any copies.
3.27 Work is based on the Customer’s responses to the initial questionnaire. Significant changes to the brief may incur additional charges.
3.28 The Company will promote the Website according to the purchased Service package.
3.29 Google UK is the default search engine targeted unless stated otherwise.
3.30 The Company will choose suitable keywords for search engine optimisation. Only one test phrase is reported.
3.31 The Company will optimise the Website as per the Service package, including possible changes to content and structure.
3.32 The Customer must provide log-in information for the Company to access the Website and inform relevant parties about the optimisation services.
3.33 Following the Company’s recommendations is crucial for effective optimisation. Failure to follow may result in less effective results.
3.34 The Customer must assist the Company in optimising web pages and maintaining the original look and feel.
3.35 Changes made by the Company or recommended changes altered or deleted by the Customer must be reported immediately. Additional charges may apply for restoration.
3.36 The Customer must provide:
Access and permission for changes to the Website.
Assistance in determining appropriate keywords and phrases.
Access to analytical data concerning the Website.
3.37 The Customer grants the Company a licence to use the Website for fulfilling Contract obligations.
3.38 The Company grants the Customer a licence to use any modifications made to the Website.
3.39 The Customer acknowledges:
Search engine algorithms can change, affecting rankings.
Significant effects on rankings may take months.
Ongoing optimisation is needed; stopping may negatively impact results.
The Company is not responsible for changes made by the Customer or third parties.
Increased traffic may require higher bandwidth, the cost of which is the Customer’s responsibility.
Rankings and traffic can decrease as well as increase.
Specific results or increased traffic cannot be guaranteed.
The Company does not control directories and offers no refunds if the Website is not included in any directory.
3.40 SEO services have a minimum period and notice requirement for termination as stipulated by the Company.
3.41 The Customer will bid for search listing rankings. Bid amounts determine listing rankings.
3.42 The Company reserves the right to modify or refuse search terms, descriptions, listings, and bids.
3.43 The Customer must submit relevant search terms and update them as necessary. Irrelevant submissions are subject to removal or rejection without refunds.
3.44 The Customer pays Google for click-throughs and monthly management fees to the Company.
3.45 The company’s online reporting systems, which are definitive, measure click-throughs.
3.46 Charges are monthly based on click-throughs, with variable costs depending on search terms.
3.47 Monthly reports are emailed to the Customer. Upon Contract termination, the Company will delete or pause campaigns.
3.48 No warranty is given for click-through numbers, and the Company is not liable for bid delays.
3.49 The Company does not guarantee listing availability or format consistency.
3.50 Pay-per-click services have a minimum period and notice requirement for termination as stipulated by the Company.
3.51 The Company will set up the campaign based on the Customer’s chosen package. Design elements to complement the Website style and branding will be produced for approval.
3.52 After approval, social media accounts will be set up, and login details will be sent to the Customer once the pages are completed.
3.53 The Company will optimise and syndicate the Customer’s content to blog search engines. The Customer may supply blog content in a Word document for optimisation and upload by the Company, which will also be distributed to social media and bookmarking sites. The customer should provide updates, new products, and promotions promptly. A paid copywriting service is available if needed.
3.54 Google Analytics and social media tracking may need to be added to the Website, which is chargeable unless otherwise agreed.
3.55 The Customer must provide full FTP access to the Website. If access is restricted or removed, the company may be relieved of its obligations. Alternatively, the Company will instruct the Customer to implement conversion tracking.
3.56 The Company will set up social media profiles as agreed upon at the start of the project.
3.57 The Company will integrate the accounts into the Website if necessary.
3.58 Initially, the Company will focus on building and integrating the social media accounts into the Website.
3.59 Subsequently, the Company will optimise and distribute the Customer’s content to relevant social media accounts based on the content provided.
3.60 The Company will provide a monthly activity report with recommendations for improving the campaign and generating Website traffic.
3.61 Setting up marketing for new products and services may attract an additional set-up fee.
3.62 The Company may recommend changes to improve conversion rates and effectiveness. These changes will be quoted and only proceed upon customer approval.
3.63 Social media management services have a minimum period and notice requirement for termination as stipulated by the Company.
3.64 The Company will provide hosting capacity on a shared or dedicated server meeting the Customer’s requirements.
3.65 The Customer’s use of hosting Resources must be reasonable. Excessive use, as determined by the Company, breaches these Conditions.
3.66 If the Customer’s use risks server performance, the Company may suspend the Website or require an additional fee.
3.67 The Company will respond to and rectify interruptions or problems responsibly.
3.68 The Company is not liable for electricity supply or telecoms link interruptions provided by third parties.
3.69 The Company will endeavour to restore service quickly after suspension or interruption but is not liable for data loss, corruption, or destruction.
3.70 The Company is not responsible for server downtime or service interruptions caused by circumstances beyond its control.
3.71 The Customer must not use the Website for unlawful purposes, including:
- Copyright and trademark infringement.
- Indecent, obscene, or pornographic material transmission or display.
- Criminal offences under the Computer Misuse Act 1990 or similar legislation.
- Defamatory, offensive, or abusive material transmission or display.
- Infringement of individual, firm, or company rights in the UK or elsewhere.
- Unacceptable uses like spamming, hacking, or IP spoofing.
3.72 The Customer will indemnify the Company against losses and costs from breaches of clause 3.71 mentioned above.
3.73 The Customer ensures Website compliance with laws, regulations, and requirements of any accessible country.
3.74 The Company reserves the right to monitor communications through the server if it believes these Conditions may be breached.
3.75 The Company may suspend or terminate service for unlawful use and will notify the Customer at the same time. Files may be deleted without prior notice.
3.76 The Company will advise and register domain names for the Customer but does not guarantee availability or non-infringement of third-party rights. Domain names must be used legally and decently. The Company may refuse, suspend, or delete domain registrations for non-payment or other reasons.
3.77 The Company will provide an email account on the domain upon request.
3.78 The Company is not responsible for email server downtime or interruptions. Email accounts must not be used for spam.
3.79 The Company is not responsible for the Customer’s Internet connection and outgoing mail server setup.
3.80 The Company may feature the Website in promotions without prior consent.
3.81 The Customer grants the Company a licence to use the Website for fulfilling Contract obligations.
3.82 The Company may discontinue hosting services without liability if its authority to provide them ceases or is suspended.
3.83 Hosting services have a minimum period and notice requirement for termination, as the Company stipulates.
3.84 Changes or additions to Services will be charged at applicable rates.
3.85 Production timescales are estimates. The Company is not liable for delays, even if caused by its negligence.
3.86 The senior crew member determines the equipment used. If it fails, the company will quickly replace it.
3.87 The Company may change production times or dates if weather conditions are unsuitable.
3.88 The Company may remove personnel or equipment from unsafe locations or, if personnel face abusive behaviour, at the Customer’s cost.
3.89 If the Customer cancels production, all charges remain payable immediately.
3.90 Delays, postponements, or cancellations due to the Customer’s fault result in additional costs and immediate payment of charges.
3.91 The Customer must give two weeks’ written notice for changing production dates. Otherwise, the Customer bears the costs of changing dates.
3.92 The Customer must ensure clear access to production locations. Obstructed access costs are the Customer’s responsibility.
3.93 Copyright for Input Material must be obtained from the owner and transferred to the Company. The Company may use Input Material for promotional purposes.
3.94 The Company will not produce content infringing intellectual property rights or deemed illegal, obscene, or defamatory.
3.95 The Customer should use Waivers and Performers’ Release Forms. The Company is not liable for re-editing because subjects refuse permission to use their image.
3.96 The Company may withhold Output Material if charges are unpaid. Licences or copyright transfers depend on timely payment.
3.97 The Customer receives a first cut for review, with one set of revisions included. Further modifications are charged at daily rates.
3.98 The Customer must not solicit or employ any Company employee, consultant, or subcontractor involved in the Services for six months after the last Service date without written consent.
3.99 Consent requires payment of 15% of the employee’s, consultant’s, or subcontractor’s annual remuneration.
3.100 PPC services are non-contract agreements unless stated otherwise. Payment applies for the entire month. Termination requires 30 days’ notice. Upon termination, the Customer must remove any implemented numbers or code.
3.101 Social media services are non-contract agreements unless stated otherwise. Payment applies for the entire month. Termination requires 30 days’ notice. Upon termination, the Customer must remove any implemented numbers or codes from the website or social media accounts.
3.102 Call and website tracking services are non-contract agreements unless stated otherwise. Payment applies for the entire month. Termination requires 30 days’ notice. Upon termination, the Customer must remove any implemented numbers or code.
3.103 Website service retainers are non-contract agreements unless stated otherwise. Payment applies for the entire month. Termination requires 30 days’ notice.
4. Price
4.1 Prices for the Services, as quoted, are based on prevailing conditions at the time of the quote and are subject to change. The effective price for the Services will be the price confirmed by the Company in its written notification of acceptance of the Customer’s order under clause 2.3. Where applicable, Services will be charged at the Company’s then-current hourly rates.
4.2 The Company reserves the right to increase the price of the Services by giving notice to the Customer at any time before the provision of the Services. This increase may reflect any rise in costs to the Company due to factors beyond its control, such as foreign exchange fluctuations, currency regulations, increases in labour, material costs, or other production costs. It also applies to any changes in delivery dates, quantities, or specifications requested by the Customer or any delays caused by the Customer’s instructions or failure to provide adequate, accurate, or complete information or instructions.
4.3 Unless otherwise stated, quoted prices will exclude Value Added Tax (VAT), which will be charged at the rate applicable at the commencement of the Services.
4.4 The price of the Services does not include any disbursements incurred (including but not limited to travel, photography, copywriting, stock imagery, courier fees, and other reasonable costs, charges, and expenses), which will be charged separately.
4.5 The Company shall not be liable to the Customer for any failure to provide the Services in full, provided the Company has used its reasonable endeavours to rectify such failure. The Customer remains liable to pay all charges for the Services despite any such failure.
4.6 Any waiver or reduction of any price will only apply if agreed in writing by the Company.
5. Performance
5.1 While the Company will endeavour to provide the Services according to the Customer’s requirements, it will not be liable for any consequences of delays in providing the Services, however caused.
5.2 Unless otherwise agreed in writing by the Company, the Services will be performed at the Company’s place of business.
5.3 The Company may perform the Services in separate tranches, each of which will be invoiced and paid for by the Contract.
5.4 Each tranche constitutes a separate contract.
5.5 No cancellation or termination of any one contract relating to a tranche will entitle the Customer to repudiate or cancel any other agreement or tranche.
6. Confidential Information and Intellectual Property Rights
6.1 Both the Customer and the Company agree that while providing services, they may share certain confidential information. Each party commits to keeping this information confidential and not sharing it with third parties without written consent, except when required by law or if the information is public or already known by the receiving party without breach. Neither party will use the confidential information for any purpose other than fulfilling their obligations under the contract.
6.2 The Customer recognises that the Company owns all Intellectual Property Rights in any deliverables, output materials, and services provided. The Customer agrees not to challenge the Company’s ownership or use of these rights. Except for rights explicitly granted in clause 3, the Customer will not acquire any Intellectual Property Rights or licenses. Any Intellectual Property developed by the Company while performing services will belong solely to the Company.
6.3 All marketing campaigns created by Five7T remain Five 7T’s property. Five 7T retains the right to keep all marketing and optimisations unless otherwise agreed.
7. Payment
7.1 Unless special terms are agreed in writing, the Company can invoice the Customer for the services at any time after accepting the Customer’s order.
7.2 Provided the Customer has satisfactory references, payment terms will be net 30 days from the invoice date. Otherwise, payments must be made in advance with a pro forma invoice.
7.3 Timely payment is essential to the contract.
7.4 All payments must be made without any deductions or set-offs.
7.5 If the Customer fails to pay any invoice by its due date, the Company may:
- Charge interest at 5% per annum above Lloyds TSB Bank’s base rate, calculated daily until full payment;
- Charge the Customer for any costs incurred in collecting overdue payments;
- Suspend any warranties for the services or other supplied services;
- Allocate any Customer payment to any service as the Company sees fit;
- Offset any amounts owed to the Customer against amounts the Customer owes;
- Terminate the contract or suspend/cancel future services;
- Cancel any offered discounts.
7.6 The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
7.7 All payments due to the Company become immediately payable upon contract termination, despite any other provisions.
8. Force Majeure
The Company reserves the right to postpone the provision of services, cancel the contract, or reduce the volume of services ordered without liability if its business is hindered or delayed due to circumstances beyond its control. These circumstances include, but are not limited to, natural disasters, government actions, war, terrorism, protests, riots, civil disturbances, fire, explosions, floods, epidemics, strikes, labour disputes, transportation delays, or difficulties in obtaining supplies.
9. Warranty
9.1 The Company guarantees that services will be performed with reasonable skill and care.
9.2 If services are found not to meet this standard and the company is notified as specified in clause 9.3, the Company’s liability is limited to re-performing the services.
9.3 Any deficiencies must be reported within seven days of service completion. After this period, services are considered satisfactory, and additional work will incur a charge.
9.4 The company is not liable for warranty breaches if:
- The issue arises from the Customer’s materials, instructions, specifications, or designs, or other causes, not due to the Company’s fault;
- Full payment for services has not been made by the stipulated time in clause 7.2;
- The Company expressly excludes the issue in writing.
9.5 If the Company finds that any deficiency is due to the reasons stated in clause 9.4, the Customer must cover all reasonable costs incurred by the Company during the investigation.
10. Exclusion of Liability and Indemnity
10.1 The following outlines the Company’s entire financial liability to the Customer:
- Any breach of these conditions;
- Any use of the services by the Customer and
- Any representation, statement, or negligent act related to the contract.
10.2 All implied warranties, conditions, and terms are excluded to the fullest extent permitted by law, except those implied by section 2 of the Supply of Goods and Services Act 1982.
10.3 These conditions do not exclude or limit the Company’s liability for:
- Death or personal injury caused by the Company’s negligence;
- Liability under section 2(3) of the Consumer Protection Act 1987;
- Any matter where it is illegal to exclude or attempt to exclude liability;
- Fraud or fraudulent misrepresentation.
10.4 Subject to clauses 10.2 and 10.3:
- The Company’s total liability in connection with the contract is limited to the contract price;
- The Company is not liable for loss of profit, business, goodwill, or any indirect or consequential losses.
10.5 The Customer must indemnify the Company against all liabilities, losses, damages, costs, and expenses (including legal fees) arising from any claims related to the Customer’s instructions, fraud, negligence, failure to perform, or delay in performing its obligations under the contract. The Company will confirm these costs in writing to the Customer.