TERMS & CONDITIONS
Mobile Terms and Conditions
Project Business Solutions Ltd (PBS)
Terms & Conditions For Mobiles
Project Business Solutions LTD – Mobile Services Terms and Conditions
The Customer’s attention is particularly drawn to the provisions of clauses 2, (Basis of Contract), 12 (Limitation of liability) and 13 (Termination).
The following definitions and rules of interpretation apply in this agreement.
PBS: Project Business Solutions Ltd
Account: the Customer’s account for the provision of Services and/or Mobile Equipment under the Contract, set up by Project Business Solutions Ltd which may or may not have a specific account number.
Administration Fee: the amount of £50 per Line.
Application form: any application form issued by Project Business Solutions Ltd to the Customer detailing the Services and subsequently signed by or on behalf of the Customer.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Buyout: has the meaning set out in clause 10.2.
Cancellation Fees: the Term Fees, the return of any Buyout paid by Project Business Solutions Ltd to the Customer, the return of any Deal Incentives paid by Project Business Solutions Ltd to the Customer and the recommended retail price (as at the Commencement Date) of any Mobile Equipment provided by or on behalf of Project Business Solutions Ltd to the Customer and the Administration Fee.
Charges: the charges detailed at clause 8.
Commencement Date: means the date upon which the Contract is signed by or on behalf of the Customer (including any electronic signature).
Conditions: these terms and conditions as amended from time to time in accordance with clause 18.8.
Contract: the contract between Project Business Solutions Ltd and the Customer that is made up of these Conditions and the Order for the supply of Services and/or Mobile Equipment.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: the party Project Business Solutions Ltd contracts with to provide the Services and/or Mobile Equipment.
Deal Incentive: a monthly discount offered by Project Business Solutions Ltd to the Customer as against the charges under the Network Contract for the amount specified in the Order and for the period specified in the Order (where no period is specified in the Order the discount shall be payable until the Review point detailed in clause 15).
Delivery Location: has the meaning given in clause 3.4.
Fair Usage Policy: 3000 minutes to an UK landline or mobile number in any calendar month where Project Business Solutions Ltd is providing MVNO Services. these may vary from time to time depending on the provider in which the actual fair usage policy can be found at the MVNO, or supplier website such as but not limited to Vodafone/EE/O2/Plan.com.
Force Majeure Event: has the meaning given to it in clause 17.
Project Business Solutions Ltd: means Project Business Solutions Ltd, trading as Project Business Solutions Ltd, Building 8 Vance Business Park, Gateshead, Tyne And Wear, England, NE11 9NE reg:07806677
Line: a mobile communications telephone number commencing with the numbers 07.
Minimum Period: the minimum period of the Contract of 2 years from the Commencement Date or connection of the Services (whichever is the latter) or such other longer period as may be specified in the Order or the Network Contract (including, but not limited to, a period referred to in the Order as contract length, length, term, minimum term, period or contract period).
Mobile Equipment: any mobile or wireless device, handset, tablet, USB data drive, data card, memory card, SIM card or similar device or card provided to the Customer under the Contract and or the Mobile Equipment Leasing Contract for use in connection with the Services.
Mobile Equipment Leasing Contract: the mobile equipment leasing contract between the customer and a third party whereby some or all of the Mobile equipment detailed in the Order is provided to the Customer by a third party.
MVNO Services: means services whereby Project Business Solutions Ltd are leasing telephone and data spectrum from a Network Provider acting as a mobile virtual network operator (under the name Project Business Solutions Ltd or any other name operated by Project Business Solutions Ltd) and the provision of telecommunications and data services which does not require the Customer to enter in to a separate Network Contract in addition to the Contract.
Network Contract: a contract entered or to be entered in to between the Customer and a Network Provider in addition to the Contract for the provision of Network Services
Network Provider: means a third party telecommunications network provider including, but not limited to EE Limited, Plan Communications Ltd, Vodafone Limited, Daisy Distribution, Daisy PLC or Telefonica UK Ltd (O2).
Network Services: the supply of telecommunications or data services provided by a Network Provider.
Order: the Customer’s order for the supply of Services and/or Mobile Equipment, as set out in the Application Form or Purchase Order.
Purchase Order: any purchase order issued by Project Business Solutions Ltd to the Customer detailing the Services and subsequently signed by or on behalf of the Customer.
Services: the services supplied by Project Business Solutions Ltd to the Customer as set out in the Order including, but not limited to MVNO Services or the procurement of Network Services.
Small Business Customer: a Customer with not more than 10 employees
Term Fees: in respect of MVNO Services, the fees calculated by multiplying the remaining number of months of the Minimum Period by the monthly charges for the Services or £250 per Line whichever is the higher amount; or in respect of any Network Services, sixty per cent of the monthly fees payable under the Network Contract calculated by multiplying the remaining number of months of the Minimum Period by the monthly fees payable under the Network Contract or £250 per Line whichever is the higher amount.
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Basis of contract: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
2.1 The Contract starts on and is effective from the Commencement Date, shall renew in accordance with clause 15 and shall continue until terminated by either party in accordance with these Conditions.
2.2 Where applicable and where a Network Provider rejects the Network Contract and/or refuses to enter in to the Network Contract (on or after the Commencement Date), the Contract shall remain in full force and Project Business Solutions Ltd may elect to provide the services in place of the Network Provider (on an MVNO basis) or shall use reasonable endeavours to procure Network Services from an alternative Network Provider on similar terms to the Network Contract whereupon the Customer shall be obliged to co-operate in entering in to an alternative Network Contract. If the Customer refuses to sign an alternative Network Contract, contrary to this clause 2.2 or fails to do so within 14 days of a request by Project Business Solutions Ltd to sign an alternative Network Contract, Project Business Solutions Ltd shall be entitled to terminate the Contract and clause 14 shall apply.
2.3 Where a Network Provider insists on the payment of a deposit as a condition precedent to entering in to the Network Contract the Customer shall be liable to pay such deposit. If the Customer refuses to pay such deposit, contrary to this clause 2.3 or fails to do so within 14 days of a request by Project Business Solutions Ltd or the Network Provider, Project Business Solutions Ltd shall be entitled to terminate the Contract and clause 14 shall apply.
2.4 As part of Project Business Solutions Ltd’s credit management procedures, Project Business Solutions Ltd may at any time during the Contract require the Customer to pay a deposit or provide a guarantee as security for the payment of future invoices. If the Customer refuses to pay a deposit or provide a guarantee (or fails to do so within 14 days of a request from Project Business Solutions Ltd), Project Business Solutions Ltd shall be entitled to terminate the Contract and clause 14 shall apply.
2.5 Project Business Solutions Ltd offers no warranty in respect of mobile signal coverage and both parties acknowledge that each of the major Network Providers advertise 98 per cent or more network coverage in the United Kingdom and such coverage cannot be verified by Project Business Solutions Ltd. The Customer acknowledges that prior to signing the Contract, the Customer has taken all reasonable steps to ensure that the mobile network being connected to under the Contract or Network Contract has sufficient signal or coverage in the Customer’s location or locations where the Customer desires a reliable mobile signal.
2.6 Notwithstanding clause 13 of these Conditions, Project Business Solutions Ltd may terminate the Contract, without any liability to the Customer, during the first 30 days from the Commencement Date for any reason whatsoever upon providing 7 days’ notice to the Customer.
2.7 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.8 Any quotation given by Project Business Solutions Ltd shall not constitute an offer, and is only valid for a period of 10 Business Days from its date of issue.
2.9 All of these Conditions shall apply to the supply of both Services and Mobile Equipment except where application to one or the other is specified.
2.10 The Customer acknowledges that the Contract is a business to business contract and warrants that s/he is acting in the course of his or her business, trade or profession.
3. Mobile Equipment
3.1 The Mobile Equipment to be provided under the Contract shall be specified in the Order. The Customer acknowledges that some or all of the Mobile Equipment may be provided under a Mobile Equipment Leasing Contract and the Customer is obliged to sign and return a Mobile Equipment Leasing Contract pursuant to clause 7.
3.2 The provision of Mobile Equipment is subject to availability.
3.3 Subject to clause 3.6 of these Conditions, the Mobile Equipment shall be delivered within 3 months of the commencement date and if Project Business Solutions Ltd is unable to source or provide the Mobile Equipment within such period, the Customer shall be entitled to have the Account credited to the equivalent value of Project Business Solutions Ltd’s trade purchase cost of the Mobile Equipment. Such credit to be made in accordance with clause 9 of these Conditions as though it were a Deal Incentive.
3.4 The Mobile Equipment shall be delivered to the location set out in the Order or such other location as the parties may agree (Delivery Location).
3.5 Delivery of the Mobile Equipment shall be deemed completed on the second business day after posting by Project Business Solutions Ltd or the Network Provider or on the second business day following the Mobile Equipment being collected from Project Business Solutions Ltd or the Network Provider from a courier with instructions to deliver to the Delivery Location.
3.6 Any dates quoted for delivery of the Mobile Equipment are approximate only, and the time of delivery is not of the essence. No Mobile Equipment will be dispatched until the Customer has provided porting access codes irrespective of any delivery date specified on the Order. Project Business Solutions Ltd shall not be liable for any delay in delivery of the Mobile Equipment that is caused by a Force Majeure Event or delays caused by a third party manufacturer (or supplier) or the Customer’s failure to provide Project Business Solutions Ltd with adequate delivery instructions or any other instructions that are relevant to the supply of the Mobile Equipment.
4. Quality of Mobile Equipment
4.1 Project Business Solutions Ltd shall pass on the benefit to the Customer of any warranties it receives from the manufacturer of the Mobile Equipment.
4.2 The Customer acknowledges that any attempt to repair, service or tamper with the Mobile equipment may invalidate the manufacturer’s warranty.
5. Title and risk
5.1 The risk in the Mobile Equipment shall pass to the Customer on completion of delivery.
5.2 Subject to clause 5.3, title to the Mobile Equipment shall not pass to the Customer until the Contract is validly terminated in accordance with these Conditions and all sums due under the Contract, including but not limited to Cancellation Fees, have been paid by the Customer to Project Business Solutions Ltd.
5.3 Where the Customer has entered in to a Mobile Equipment Leasing Contract, in addition to the Contract, the Customer holds the Mobile Equipment as bailee and title to the Mobile Equipment shall pass (if at all) in accordance with the terms of the Mobile Equipment Leasing Contract.
5.4 Until title to the Mobile Equipment has passed to the Customer, the Customer shall:
(a) maintain the Mobile Equipment in satisfactory condition and keep it insured against all risks for its full price on Project Business Solutions Ltd’s behalf from the date of delivery;
(b) notify Project Business Solutions Ltd immediately if the Customer becomes subject to any of the events listed in clause 13.2(b) to clause 13.2(d); and
(c) give Project Business Solutions Ltd such information relating to the Mobile Equipment as Project Business Solutions Ltd may require from time to time.
5.5 If before title to the Mobile Equipment passes to the Customer, the Customer becomes subject to any of the events listed in clause 13.2(b) to clause 13.2(d), then, without limiting any other right or remedy Project Business Solutions Ltd may have:
(a) Project Business Solutions Ltd may at any time:
(i) require the Customer to deliver up all Mobile Equipment in its possession and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Mobile Equipment is stored in order to recover each item of Mobile Equipment.
6. Supply of Services
6.1 In consideration of the Customer paying the Charges and fulfilling all of its commitments as set out in the Contract, Project Business Solutions Ltd agrees to supply and the Customer agrees to receive the Services and/or the Mobile Equipment subject to the provisions of the Contract.
7. Customer’s obligations
7.1 The Customer shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with Project Business Solutions Ltd in all matters relating to the Services and Network Services including, but not limited to, promptly signing a Mobile Equipment Leasing Contract and/or a Network Contract where applicable;
(c) provide Project Business Solutions Ltd with such information and materials as Project Business Solutions Ltd may reasonably require in order to supply the Services (including, but not limited to, providing porting access codes to enable connection of the services), and ensure that such information is complete and accurate in all material respects;
(d) promptly notify Project Business Solutions Ltd of a change of address, change of registered office or change of trading location(s);
(e) where applicable, comply with all terms of the Network Contract and/or the Mobile Equipment Leasing Contract including, but not limited to, the terms for payment of all charges and fees under the Network Contract and/or the Mobile Equipment Leasing Contract.
(f) authorise the Network Provider to disclose all information to I Project Business Solutions Ltd relating to the Network Contract;
(g) if provided with 15 or more mobile devices under the Contract, set up on-line billing and not cancel on-line billing prior to the termination of the Contract;
(h) return to Project Business Solutions Ltd a hardcopy of the signed Contract and where applicable the signed Mobile Equipment Leasing Contract within 14 days of the Commencement Date;
(i) within 30 days of the Commencement date, send to Project Business Solutions Ltd all mobile phone handsets (together with any pass codes or words required to operate each handset) in the possession or ownership of the Customer which shall not be used or needed by the Customer for the provision of the Services under the Contract.
7.2 The obligations set out at clauses 7.1 (a) to (i) above are conditions of the Contract. In addition to any other remedies that Project Business Solutions Ltd may have for a breach of those conditions by the Customer, whether set out in the Contract or otherwise, if the Customer breaches condition 7.1 (i) the Customer shall be liable to pay £250 to Project Business Solutions Ltd for each handset that is retained by the Customer (or £250 where the Customer has failed to provide a pass code or word or any such pass code or word provided is incorrect). Where Project Business Solutions Ltd is liable to pay Deal Incentives, Termination Fees or any other sums to the Customer, it may elect to set off those monies due against any sums due from the Customer under this clause 7.2.
8. Charges and payment
8.1 In addition to the charges detailed at clause 8.2 of these Conditions, the price for the Services and Mobile Equipment shall be the price set out in the Order or, if no price is quoted, the price set out in Project Business Solutions Ltd ‘s price list as at the Commencement Date. The Customer acknowledges that certain charges may be payable directly to the Network Provider and/or where applicable to a third party under the Mobile Equipment Leasing Contract. The price payable for additional services and out of bundle charges (unless indicated as inclusive in the Order), including but not limited to, bolt on services, call features, calls to international numbers, calls to the Channel Islands, roaming charges, calls to service numbers, calls to premium rate numbers, calls to 08 & 09 numbers, calls to 0845 & 0870 numbers, calls to 0500 numbers, calls to mobiles, calls to retrieve messages, internet calls, calls to 074 numbers, calls to 070 numbers, calls to a personal numbering service, satellite calls, calls to or involving Lyca Mobile or similar international call providers, calls above the Fair Usage Policy, information and paging services, data usage, text messages, picture or multi-media messages shall be the price specified in Project Business Solutions Ltd’s price list in force at the time such additional services or out of bundle services are utilised or network / supplier specified IE. Vodafone/o2/EE/Plan.com or MVNO provider which will be set out within said suppliers websites.
8.2 The Customer shall be liable to pay to Project Business Solutions Ltd:
(a) a fee of £250 per Line which is connected or to be connected under the Contract; and
(b) a consultation fee of £500 per account or cost centre. –
8.3 The Customer shall pay £30 for each porting access code (pac code) requested in respect of each and any Line connected under the Contract or Network Contract and if such a request is made during the Minimum Period, clause 14.2 shall apply.
8.4 Project Business Solutions Ltd reserves the right to:
(a) increase the Charges from time to time and shall provide the Customer with at least 7 days’ notice prior to such increase taking effect. For the avoidance of doubt, the Customer shall not be entitled to terminate the Contract upon any increase in Charges; and
(b) increase the price of the Mobile Equipment, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Mobile Equipment to Project Business Solutions Ltd.
8.5 Project Business Solutions Ltd may invoice the Customer for Charges under the Contract. Where applicable, Network Services shall be invoiced by and payable to the Network Provider. Where a Mobile Equipment Leasing Contract has been entered in to, the provider of Mobile Equipment under such contract shall invoice the Customer in accordance with the terms of the Mobile Equipment Leasing Contract. Project Business Solutions Ltd may invoice on a monthly basis for MVNO Services.
8.6 The Customer shall pay each invoice submitted by Project Business Solutions Ltd:
(a) within 14 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Project Business Solutions Ltd by way of direct debit, failing which a payment processing fee of £6 per invoice shall be payable by the Customer, and time for payment shall be of the essence of the Contract. Where the Customer cancels a direct debit mandate to Project Business Solutions Ltd a cancellation fee of £15 shall be payable in respect of each instance of cancellation.
8.7 The Customer shall be liable to pay the Charges whether the Services are being utilised by the Customer or a third party. This includes all Charges arising from unauthorised or fraudulent use.
8.8 Invoices shall be deemed to be undisputed and the Customer acknowledges that it shall not be entitled to dispute an invoice unless the Customer notifies Project Business Solutions Ltd in writing of any dispute (clearly identifying the reasons for the dispute) within 30 days of the date of the invoice.
8.9 All amounts payable by the Customer under the Contract, Network Contract or Mobile Equipment Leasing Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Project Business Solutions Ltd to the Customer, the Customer shall, on receipt of a valid VAT invoice from Project Business Solutions Ltd, pay to Project Business Solutions Ltd such additional amounts in respect of VAT as are chargeable on the supply of the Services or Mobile Equipment at the same time as payment is due for the supply of the Services or Mobile Equipment.
8.10 If the Customer fails to make a payment due to Project Business Solutions Ltd under the Contract by the due date, then, without limiting Project Business Solutions Ltd ‘s remedies under clause 13 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.9 will accrue each day at 4% a year above the Lloyds Bank’s base rate compounding quarterly.
8.11 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Project Business Solutions Ltd may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Project Business Solutions Ltd to the Customer.
9. Deal Incentives
9.1 Where a Deal Incentive is specified in the Order, subject to clause 9.2, Project Business Solutions Ltd shall reimburse (or provide a credit in the case of MVNO Services) the Customer the amount of any Deal Incentive upon the Customer first providing Project Business Solutions Ltd with a VAT invoice from the Customer to Project Business Solutions Ltd for the amount of the monthly Deal Incentive (the value of the Deal Incentive specified in the Order shall be inclusive of VAT). No invoice shall be required where Project Business Solutions Ltd are providing MVNO Services.
9.2 The Customer shall be liable to pay the Network Provider the full amount of all charges under the Network Contract irrespective of any Deal Incentive. Providing the Customer has not committed a breach of the Contract or any Network Contract or any Mobile Equipment Leasing Contract and upon receipt of an invoice in accordance with clause 9.1, Project Business Solutions Ltd shall reimburse or credit the Customer for the amount of the Deal Incentive. The payment under this clause 9 shall be made monthly in equal instalments starting with the first payment within 90 days of receipt of the Customer’s invoice issued in accordance with clause 9.1 (or credit 1 month from the connection of the services in the case of MVNO Services) and ending at the Review point referred to in clause 15. For the avoidance of doubt, no Deal Incentive shall be due or payable after the Review point and if no Review is specified in the Order no Deal Incentive shall be due or payable during the second half of the Minimum Term. Where the terms of this clause 9 are inconsistent with the Order, this clause 9 shall prevail. If cashback/techfund and or hardware is agreed to be paid differently then set out in clause 9 and 10 a director’s guarantee may be required.
10.1 The Customer acknowledges that by entering in to the Contract and/or the Network Contract, the Customer may have to pay termination or other charges to a Network Provider or third party for cancelling or terminating a pre-existing contract with that Network Provider or third party.
10.2 The Order may specify a sum that Project Business Solutions Ltd is prepared to reimburse the Customer to cover some or all of the termination charges referred to in clause 10.1 (Buyout). Subject to clause 10.3 (or 10.4 in the case of MVNO Services), Project Business Solutions Ltd shall reimburse the Customer with the Buyout specified in the Order upon receipt of a VAT invoice from the Customer to Project Business Solutions for the amount of the Buyout (the value of the Buyout specified in the Order shall be inclusive of VAT).
10.3 Notwithstanding this clause 10, it shall remain the Customer’s liability to pay any termination or similar charges referred to in clause 10.1. Providing the Customer has not committed a breach of the Contract or any Network Contract or any Mobile Equipment Leasing Contract (excluding any pre-existing contract for services similar to those provided under the Contract), and upon receipt of an invoice in accordance with clause 10.2, Project Business Solutions Ltd shall reimburse the Customer for the amount of the Buyout. The reimbursement under this clause 10 shall be paid monthly in equal instalments over the Minimum Period and the first reimbursement payment shall be made by Project Business Solutions Ltd within 90 days of receipt of the Customer’s invoice issued in accordance with clause 10.2.
10.4 Contrary to clauses 10.2 and 10.3, where Project Business Solutions Ltd is providing MVNO Services and providing the Customer is not in breach of the Contract, Project Business Solutions Ltd shall reimburse the Customer with the Buyout amount specified in the Order (upon receipt of a copy invoice relating to the Buyout from the Customer’s previous supplier) by way of a pro rata credit to the Customer’s invoices over 4 months. By way of example, if the Buyout is for £1000, Project Business Solutions Ltd shall credit the Customer’s invoice in the sum of £250 for 4 months.
10.5 Where Project Business Solutions Ltd, despite not being contractually obliged to do so, pays the Buyout sum whether in a lump sum or instalments, to the Customer up front as opposed to by way of reimbursement, such Buyout sum paid by Project Business Solutions Ltd to the Customer shall be paid over to the Network Provider in respect of the pre-existing contract without delay.
11.1 Each party undertakes that it shall not at any time during the Contract, and for a period of three years after termination of the Contract, disclose to any person any confidential information including, but not limited to, the business, affairs or charges of the other party, except as permitted by clause 11.2.
11.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
12. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
12.1 Nothing in these Conditions shall limit or exclude Project Business Solutions Ltd ‘s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; and
(c) any other matter in respect of which liability cannot lawfully be limited or excluded;
12.2 Subject to clause 12.1, Project Business Solutions Ltd shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; or
(g) any indirect or consequential loss.
12.3 Subject to clause 12.1, Project Business Solutions Ltd ‘s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to the amount paid by the Customer to Project Business Solutions Ltd for Charges paid under the Contract.
12.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 (as amended) and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 (as amended) are, to the fullest extent permitted by law, excluded from the Contract.
12.5 This clause 12 shall survive termination of the Contract.
12.6 Subject to clause 12.1, Project Business Solutions Ltd and the Customer agree that the Contract shall not be rescindable on grounds of misrepresentation
13. Termination and Suspension: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
13.1 Subject to clause 14.2 the Customer may terminate the Contract at any time by giving Project Business Solutions Ltd 30 days’ written notice.
13.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
13.3 Without affecting any other right or remedy available to it, Project Business Solutions Ltd may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract or Network Contract or Mobile Equipment Leasing Contract on the due date for payment; or
(b) there is a change of control of the Customer.
13.4 Without affecting any other right or remedy available to it, Project Business Solutions Ltd may suspend the supply of Services, disconnect the Services or suspend all further deliveries of Mobile Equipment under the Contract or any other contract between the Customer and Project Business Solutions Ltd if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.2(b) to clause 13.2(d), or Project Business Solutions Ltd reasonably believes that the Customer is about to become subject to any of them.
13.5 Without affecting any other right or remedy available to it, Project Business Solutions Ltd may suspend the supply of Services, disconnect the Services or all further deliveries of Mobile Equipment under the Contract or any other contract between the Customer and Project Business Solutions Ltd if the customer fails to sign a Network Contract or pay a deposit contrary to clauses 2.2, 2.3 or 2.4.
13.6 Where the Services are suspended or disconnected under clauses 13.4 or 13.5, the Customer shall be liable to pay to Project Business Solutions Ltd a disconnection fee of £29 for each instance of disconnection where the Contract provides for 9 Lines or fewer and where the Contract provides for 10 or more Lines a disconnection fee of £3 per Line shall be payable.
14. Consequences of termination
14.1 On termination of the Contract the Customer shall immediately pay to Project Business Solutions Ltd all Charges together with all of Project Business Solutions Ltd ‘s outstanding unpaid invoices and interest and, in respect of Services and Mobile Equipment supplied or Charges for which no invoice has been submitted, PBS shall submit an invoice, which shall be payable by the Customer immediately on receipt;
14.2 Cancellation Fees will be payable by the Customer to Project Business Solutions Ltd if prior to the expiry of the Minimum Period:
(a) the Contract is terminated; or
(b) the Network Contract is terminated; or
(c) the Network Services are disconnected as a consequence of the Customer’s breach of the Network Contract; or
(d) the Mobile Equipment Leasing Contract is terminated.
14.3 The Cancellation Fees payable in accordance with clause 14.2 shall be invoiced by Project Business Solutions Ltd to the Customer and shall be payable immediately upon receipt.
14.4 The Customer acknowledges that the Cancellation Fees represent a genuine pre-estimate of the loss suffered by Project Business Solutions Ltd due to early termination, having regard to the overall commercial deal between the parties and that the Cancellation Fees do not represent a penalty.
14.5 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
14.6 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
15.1 Where the Order specifies an upgrade or review point, Project Business Solutions Ltd shall review the Contract and/or the Network Contract and the monthly charges being paid by the Customer (Review). Following any Review, Project Business Solutions Ltd may elect to offer the Customer a new contract whereupon, if the Customer elects to accept the offer, the Customer shall sign a new Contract (New Contract) including a new Purchase Order or Application Form (New Order).
15.2 Where the Customer agrees to a New Contract, clause 14.2 shall not apply to the (old) Contract and the Customer will be bound by the terms of the New Order, including any new minimum term or period specified in the New Order.
15.3 Where the terms of this clause 15 are inconsistent with the Order, this clause 15 shall prevail.
15.4 Nothing in this clause 15 or the Contract obliges Project Business Solutions Ltd to provide any upgraded or new Mobile Equipment or to reduce the Charges payable by the Customer upon conducting a Review. Any Mobile Equipment and the cost of such Mobile Equipment to be provided in the New Contract shall be specified in the New Order.
15.5 Unless the Customer has provided 30 days’ written notice to terminate the Contract prior to the expiry of the Minimum Period, the Contract shall automatically renew for a further period of 12 months (Renewal Period), whereupon no Deal Incentive shall be due and the Contract shall continue to renew for successive Renewal Periods until the Customer provides 30 days’ written notice to terminate. Clause 14.2 shall apply if the Contract is terminated prior to the expiry of any 12 month Renewal Period.
>15.6 Clause 15.5 shall not apply to a Small Business Customer.
16. Dispute Resolution
16.1 The parties shall use their reasonable endeavours to resolve disputes arising from or in connection with the Contract (Dispute). If either party wishes to raise a Dispute, it shall notify the other party in writing (in accordance with clause 18.2) clearly identifying the reasons for the Dispute and providing copies of any supporting documentation that is relied on.
16.2 A Customer with no more than 10 employees may be able to take a Dispute to adjudication under the Ombudsman Services dispute resolution scheme. A copy of PBS’s complaints code is at www.projectne.co.uk
16.3 Nothing in this Contract prevents Project Business Solutions Ltd from seeking a legal remedy through the courts at any time. The time costs of Project Business Solutions Solicitor dealing with a Dispute (including but not limited to the recovery of Charges and/or Cancellation Fees) both before and during any court claim shall be payable by the Customer to PBS on an indemnity basis at the guideline rate for a band A fee earner specified at www.gov.uk/guidance/solicitors-guideline-hourly-rates and at the grade for where the Customer’s principal place of business is situated (Legal Costs). The Customer acknowledges that such Legal Costs are reasonable and payable notwithstanding rule 27.14 of the Civil Procedure Rules or any successor provision dealing with the recoverability of costs on the small claims track.
16.4 Any overdue invoice issued by Project Business Solutions Ltd to the Customer may be referred to a third party debt agency and the Customer shall be liable to pay such third party’s fees in addition to Project Business Solutions Ltd’s Legal Costs.
17. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
18.1 Assignment and other dealings
(a) Project Business Solutions Ltd may at any time novate the Contract or 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 Contract.
(b) The Customer 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 Contract.
(a) Any notice or other communication given by the Customer to Project Business Solutions Ltd under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid recorded delivery post or next working day delivery service at Project Business Solutions Ltd’s registered office or such other address where Project Business Solutions Ltd asks the Customer to send notices to.
(b) Any notice or other communication given by Project Business Solutions Ltd to the Customer under or in connection with the Contract shall be sent to the Customer’s contact email address specified in the Order (or such other primary email address of the Customer as Project Business Solutions Ltd may elect), or by post to the Customer’s registered office (if a company) or the address specified in the Order or any other address where the Customer requests Project Business Solutions Ltd to send notices to.
(c) Any notice or other communication shall be deemed to have been received: if delivered by hand or recorded deliver post or by a next working day delivery service, on signature of a delivery receipt; if sent by first or second class post (non recorded) at 9am on the second business day after posting; or if sent by email at the time of transmission.
(d) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
18.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
18.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
18.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
18.6 Entire agreement.
a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty that is not set out in the Contract.
18.7 Third parties rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
18.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (in the case of Project Business Solutions Ltd to be signed by a director). I Project Business Solutions Ltd may change these Conditions from time to time and the varied or updated Conditions shall be available to view at projectne.co.uk Minor changes will take effect immediately upon the varied Conditions being posted at projectne.co.uk and material changes shall take effect 30 days after the varied Conditions have been posted at projectne.co.uk
18.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
18.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
>Utilities Terms and Conditions
Utility Cashback or incentives for gas and or electricity supply is reliant upon factors such as :
○ Proof of consumption of supply – if no proof is given i.e change of tenancy, new meter install or any other form of new supply where energy has not been transferred through for a minimum amount of 12 months then the incentive/cashback may be paid annually on the anniversary of live date of supply or monthly in arrears.
○ Full transferred consumption has to be met or incentives may reduce to fall inline with the reduction in consumption in the form of claw back or held and paid in arrears to eliminate such circumstances of claw back needing to be invoiced. This will usually apply to new business’s, sole traders and any organisation at the sole discretion of Project Business Solutions Ltd.
○ The length of term of supply taken. This must be met in full and information disclosed at start of term if there should be any reason why the term should be broken .ie business closing/relocating or change of tenancy then directors or principles of the organisation may be liable for any loss of revenues.
○ Direct debits/payments should be met at agreed times arranged with supplier, if the payment is not made and the account falls into debt which may result in cancellation monies paid to Project Business Solutions Ltd or results in a claw back to Project Business Solutions Ltd this claw back will be passed to the customer. Claw back of revenue paid being summonsed along with any administration fees or loss of revenue on behalf of Project Business Solutions Ltd.
○ The unit price given includes all associated costs for consultancy fees and are agreed by client that they may be higher than what the client could gain if they want direct
○ The client is agreeing that the consultant is selling on behalf of the supplier and in no way works directly for the supplier
○ Along with a signed letter of authority by client, this gives the consultant full access to his/her energy supply accounts negotiating new contracts and dealing with the accounts on the clients behalf
○ Payments are not classed as to have been received from the supplier until the contract has concluded and any reconciliation has been completed with the supplier. Therefore no payment is due to a customer until this is completed, any and all upfront payments made are at the discretion of Project Business Solutions Ltd.
○ These terms and conditions supersede any previous written correspondence and changes can only be made and signed off in writing by Carla Redpath of Project Business Solutions Ltd.
○ In no way does any email or other written correspondence constitute a contract or agreement without these terms and conditions being changed and agreed in writing by Carla Redpath of Project Business Solutions Ltd.
If any of the above terms are not met by client cashback/incentives may not be paid and any clawbacks may be made
Web Design & Marketing Terms & Conditions
- Definitions and interpretation
1.1 In these Conditions, unless the context otherwise requires, the following words shall have the following meanings:
means the person named on the Specification Sheet for whom the Provider has agreed to provide the Services in accordance with these Conditions;
means the standard terms and conditions of supply set out in this document and (unless the context otherwise requires) including any special terms and conditions agreed in writing between the Provider and the Client;
means the contract for the supply of the Services;
means the covering letter containing the list of Services attached;
means the route address of a website. All such names must be registered with the appropriate naming authority. There will usually be a fee involved.
means the fee payable by the Client to the Provider as set out in the Specification Sheet; and
means the company on whose system the website physically resides, .
means a ‘clickable link’ embedded on a web page which may take the form of a graphic or text.
means this agreement shall be governed by the laws or England and Wales which shall claim venue and jurisdiction for any legal action or claim arising from the contract between the Provider and the Client. The said contract is void where prohibited by law.
means the continued technical support provided by the Provider to the Client
means all those terms contained within the written quote provided by the Provider to the Client prior to the commencement of the work.
Project Business Solutions Ltd
means a website which contains a directory of websites on the internet enabling users to find websites by subject matter classification.
means the services set out in the attached schedule 1.
means two years from the date of finalisation of the website.
means all those secrets interpreted in the wider context of highly confidential information of a non technical or non scientific nature, which may come within the ambit of information that the Client is entitled to have protected all be it for a limited period.
- 1.2 In these Conditions the singular includes the plural and vice versa and any gender includes any other gender.
- 1.3 The headings do not form part of these Conditions and shall not be taken into account in their construction or interpretation.
- 2.3 The relationship which exists by virtue of these Conditions is that of Provider and Client. The Client agrees not to hold themselves out as a representative, agent or employee of the Provider. The Provider will not be liable for any representation, act or omission by the Client
- 2.2 The Client shall engage the Provider (subject as provided in these Conditions) with effect from the Commencement Date and thereafter unless and until terminated by either party in accordance with condition 12.
- 2.1 The Client agrees to engage the Provider and the Provider agrees to provide the Service to the Client.
- Extent of Work
- 3.1 The extent of the work to be provided by the Provider to the Client is limited to the amount of work described in the Original Quotation dated.
- 3.2 In the event of the Client requiring the Provider to provide any further service outside the scope of that agreed in the Contract for Services, this work will be charged at a further rate which will be agreed between the Client and the Provider at that time.
- 3.3 The Client will have 7 working days after completion of the work to raise any issues with the Provider. Such comments must be communicated in writing.
- 3.4 In the event of the work being satisfactory the Client will indicate either by way of verbal or written agreement indicating that the work has been completed to the job specification asoutlined in the Original Quotation.
- 3.5 The Provider will not be responsible for the functionality or the maintenance of the website after the services have been provided or any work carried out by third parties through the Provider, or for any modification to the website by a third party.
- Fees & Expenses
- 4.1 The Client shall pay to the Provider the full value of the sum included in the Original Quotation, prior to any work being commenced by the Provider, to include the fees in respect of the domain name and hosting, unless alternative payment terms are expressly agreed in writing between the Provider and the Client.
- 4.2 The following Expenses when incurred reasonably and properly by the Provider in the provision of the Services shall be reimbursed by the Client and paid to the Provider with the Fee as described in condition 4.2.
- 4.2.1 travel, accommodation and subsistence.
- 4.2.2 purchase of images.
- 4.3 In the event of alternative payment terms as referred to in clause 4.1 above being agreed, a fee note in respect of the outstanding balance for services provided by the Provider to the Client will be issued within 7 days of the completion of such work to the standards detailed in clause 8 below.
- 4.4 The Client is to settle the fee note detailed in 4.3 above within 14 days of the same being issued.
- 4.5 If payment has not been received by the deadline detailed in clause 4.4 above, the Provider reserves the right to suspend any further work which is being carried out on behalf of the Client until such time that full payment of the outstanding balance has been received.
- 4.6 If payment has not been received by the expiry of 21 days after the issue of the invoice, the Provider reserves the right to issue legal proceedings for recovery of the outstanding balance, without prejudice to any other agreements which are in place at the time between the Provider and the Client.
- 4.7 If payment has not been received by 28 days, the Provider reserves the right to cease any work carried out on any website that may be live and in the process or reconstruction by the Provider, as well as removing this website from the server on written notice of 24 hours.
- 4.8 Once payment has been received from the client, Project Business Solutions Ltd shall register the domain name on the clients behalf. Along with the domain name a hosting package will also be purchased. The agreed sum for the domain name and hosting will be non refundable after the date of purchase.
- Approvals & Authority
- 5.1 The Client shall, except in exceptional circumstances, expect:
- 5.1.1 all working drafts within 6 to 8 weeks of being provided with the artwork (timeframes may vary dependent upon the current workload). No further work will be carried out by the Provider until written approval of the draft submitted has been received by the Provider from the Client.
- 5.2 Upon expiry of the 7 day review period, should there be any balance on the Fee outstanding from the Client, the Provider will provide an invoice to the Client in respect of the remaining balance against the job specification contained within the Original Quotation, which, in absence of agreement to the contrary, is to be paid by the Client within 14 days of the date on which the invoice was issued.
- 5.3 In the event of a cancellation of the Contract by the Provider or the Client for any reason whatsoever, the Provider is entitle to raise an invoice to the Client for all of the costs incurred to date or cancellation. The Client is liable to pay all costs leading up to the date of cancellation.
- 5.4 The Provider will take reasonable endeavours to comply with any requests from the Client to amend, halt, reject or cancel work in preparation, in so far as this is possible within the terms of its contractual obligations to suppliers.
- 5.5 The Provider will only implement amendments or cancellations on the understanding that the Client will be responsible for any costs or expenses incurred prior to, or as aresult of, the cancellation or amendment, and which cannot be recovered by the Provider.
- 5.6 The Client has the option of rejecting the work within the 48 hour review period. In the event that any work carried out by the Provider is rejected by the Client outside this 48 hour review period, the Provider reserves the right to recover both payment in respect of the work carried out and any reasonable expenses incurred by the Provider in recovering payment, on the basis that the Contract will be regarded to have expired. The Client shall remain liable for the full value of the Contract in this event.If any additional work is carried out by the Provider for the Client as a result of cancellation, payment for which is unreasonably withheld, the Provider reserves the same right of recovery.
- Copyright Rights & Intellectual Property Rights
- 6.1 The copyright in all artwork, copy and all other products of the services rests with the Provider unless duly assigned under the Copyright, Designs and Patents Act 1988.
- 6.2 On payment by the Client of the Fee and the Expenses to the Provider, the Provider, shall grant the Client at no additional cost a non-exclusive license to use on a rolling 12 month basis any copyright vesting in the Provider, unless such copyright information falls outside that which is the subject of the transaction between the Provider and the Client.
- 6.3 Copying the contents of any copyright material provided by the Provider before the fee has been paid is expressly prohibited, and will result in proceedings being issued by the Provider against the Client in respect of both an injunction and a further claim for damages.
- 6.4 Any offers, services or products provided by the Provider to the Client other than those to which rights have been transferred, should be treated as Trade Secrets andremain the property of the Provider. The Client is expressly prohibited from passing such information or products to any third party, or into the public domain until such time as any of those rights are transferred fully into the name of the Provider into that of the Client.
- 7.1 The Provider undertakes to keep confidential all information of a secret and confidential nature except for that which is already in the public domain in relation tothe Client or the Client’s business except upon the order of a court of law or as otherwise required by law.
- 7.2 Subject always to condition 7.1, the Client consents to the use by the Provider of any general information regarding the Client and the Client’s business gained during the Provider’s appointment.
- 7.3 The Provider will ensure that its employees and professional advisers are made fully aware of these obligations of confidentiality to the Client.
- Obligations of Provider
- 8.1 The Provider warrants as follows:
- 8.1.1 That he will co-operate fully with the Client at all times in order to achieve as much as possible the overall goal of the Client;
- 8.1.2 That he will perform the Services with reasonable skill and care, and in accordance with industry practice;
- 8.1.3 That both he and all his employees and sub-contractors have the skill and expertise required to carry out the supply of the Services to the standards inaccordance with industry practice and in accordance with the job specification; and
- 8.1.4 That he will not without the express consent of the Client represent parties whose interests directly conflict or compete with the interests of the Client.
- 8.2 Subject as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- Obligations of Client
- 9.1 The Client undertakes to assist the Provider in its performance of the Services by making available to the Provider all relevant information within the 48 hour review period.
- 9.2 The Client shall not without the express consent of the Provider engage or use internal or external services other than those already advised during the term of the Provider’s appointment.
- 9.3 The Client will not re-assign, re-sell, sub-lease or transfer their account with the Provider without the appropriate procedures, as required by the relevant domain name registry, being followed.
- 9.4 The Client shall only use the Services for lawful purposes
- 9.5 The client shall provide all imagery, descriptions and prices for each ecommerce product seperately, if the provider is to source imagery and descriptions or take it from other resources this will incur a further charge
- 9.6 The Client shall take all reasonable steps to prevent the reception and transmission of viruses to the Provider’s network, and undertakes not to cause or attempt to cause any intentional or malicious damage to the Provider’s network or use the Services to effect other computers.
- 9.7 The Client shall keep all usernames and passwords secure and not any third partyaccess to them.
- 9.8 The Client undertakes to notify the Provider immediately in the event of a username or password becoming known to any third party.
- 9.9 The Client undertakes to indemnify the Provider against any action taken as a result of the Client’s use of the Services
- 9.10 The Client undertakes to be responsible and liable for for any costs to telephone companies incurred by their use of the Service from the point of connection
- 9.11 The Client acknowledges that the Provider cannot exercise control over the content of information passed across the internet and via the Service
- 9.12 The Client agrees to comply with the policies of connecting to other networks or computers across the internet.
- Mutual Undertakings
- 10.1 Neither party shall, during the term of the Provider’s appointment or for a period of 6 months from the termination of the said appointment, solicit or entice away, or attempt to solicit or entice away by any means, any employee of the other.
- 10.2 Neither party shall, during the term of the Providers appointment or for a period of 12 months from the termination of the said appointment, release to the general public or any unauthorised body any Trade Secret held by the other party.
- 11.1 If the Provider fails to supply the Services for any reason other than any cause beyond the Provider’s reasonable control or the Client’s fault, and the Provider is accordingly liable to the Client, the Provider’s liability shall be limited to the excess (if any) of the reasonable cost to the Client (in the cheapest available market) of similar Services to replace those not provided over the price of the Services.
- 11.2 Except in respect of death or personal injury caused by the Provider’s negligence, the Provider shall not be liable to the Client by reason of any representation (other than fraudulent misrepresentation) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claim for consequential compensation whatsoever (and whether caused by the negligence of the Provider, its employees or agents or otherwise) which arises out of or in connection with the supply of the Services, except asexpressly provided in these Conditions.
- 11.3 The Client shall indemnify and keep indemnified the Provider against any and all proceedings, claims, damages, losses, expenses or liabilities which the Provider may incur or sustain as a direct or indirect result of, or in connection with, any information, representation, reports, data or material supplied, prepared orspecifically approved by the Client. Such material shall include press releases, articles, copy, scripts, artwork, detailed plans and programs.
- 11.4 Goods or information made available by the Client to the Provider for the purposes of demonstration or publicity, or for any other purpose arising from, or in connection with these Conditions, shall be and at all times remain at the sole and entire risk of the Client, and the Provider shall not be the subject of any liability for it. The Provider will not be liable for any incorrect information.
- 11.5 The Provider will not be liable for any loss or damage financial or otherwise causing loss by act or omission by the Client, including a misuse of failure in software.
- 11.6 The Provider will not be liable for any loss or damage financial or otherwise caused by failure of software, hardware or electrical failure, or any other natural events such as fire or other events beyond the Provider’s control.
- 11.7 The Client warrants to the Provider that all necessary authorities, permissions, licenses and grants are in force and valid in respect of any information provided by the Client to the Provider in relation to images, logo’s, names, trade marks and any other materials supplied by the Client to the Provider for inclusion in the website.
- 11.8 Any liability in respect of failure to obtain, secure, maintain or renew such authorities, permissions, licenses and grants should remain with the Client and the Client indemnifies the Provider against any claims, actions or costs in relation to the same.
- 11.9 The provider will not be held responsible for any data loss during a domain transfer procedure whether internal or external. Data loss includes existing files, including but not limited to imagery, website files and emails. The client is responsible for making all necessary backups of any data prior to the transfer procedure.
- 12.1 Either party may (without prejudice to its other rights) terminate the Contract by 48 hours notice in writing to the other if:
- 12.1.1 The other commits a material breach of any of these Conditions provided that all remedies have been offered or explored without success within 30 days of the original breach; or
- 12.1.2 The other passes a resolution for voluntary winding up or a court of competent jurisdiction makes an order that such party be wound up except for the purposes of bona fide reconstruction while solvent; or
- 12.1.3 An administration order is made in relation to the other party or an appointment is made of a receiver, administrator or an administrative receiver over, or the taking possession or sale by an encumbrance of, any of that otherparty’s assets; or
- 12.1.4 The other makes an arrangement or composition with its creditors generally or makes an application to a court of competent jurisdiction for protection from its creditors generally.
- 12.1.5 The Provider reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their website, or any material is illegal, immoral, or otherwise unacceptable.
- 12.1.6 The Provider reserved the right to refuse or break a contract on 24 hours written notice, if for any reason whatsoever the Provider deems any behaviour by the Client as unreasonable, for example deliberate acts of obstruction towards the work carried out on behalf of the Client by the Provider, aggressive or threatening behaviour, any serious breach of confidence, any other act that may bring the reputation of the Provider into disrepute.
- 12.2 For the purposes of condition
- 12.2.1, a breach by either party of one of these Conditions shall be considered capable of remedy if time is not of the essence in performance of the obligation and if the party in breach can comply with theobligation within 30 days’ notice.
- 12.3 Where one or more terms of the Terms and Conditions are held to be void or unenforceable for any reason whatsoever, any other terms of the Terms and Conditions not so held will remain valid and enforceable at law.
- Alteration of Terms of Contract Between the Parties
- 13.1 The Provider has the option to alter the terms of the Contract from giving notice to the Client of 10 days, and provided the alteration is reasonable in all the circumstances.
- 13.2 The Client has the option to alter the terms of the Contract upon giving notice to the Provider of 21 days, and provided the alteration is reasonable in all the circumstances.
- Change of Terms and Conditions
- 14.1 The Provider reserves the right to change these Terms and Conditions from time to time. The Provider will provide details of such changes to the Client when they are issued.
- 15.1 There will be an annual payment for ever year that the Provider is contracted to host the Services.
- 15.2 The annual payment referred to in clause 15.1 above will be non-refundable in any circumstances.
- 15.3 In the event of the annual hosting fee referred to in clause 15.1 above is not paid within 21 days of the invoice in respect of the same being issued the Provider reserves the right to disable the website and emails of the Client. The Client understands that failure to make payment could result in them losing their domain name. The Provider will accept no liability in the event of this scenario arising.
- 15.4 In accordance with clause 11 above, the Provider will not have any liability for any consequential losses from any action taken in line with clause 15.3 above.
- 15.5 If the Client wishes to arrange hosting with a third party then applications should be made to the Provider in writing with an appropriate fee.
- 15.6 Renewal notices will be sent out 10 days prior to the date on which the Domain Name requires renewal. This process will occur automatically if the client does not cancel their renewal within the 5 day cancellation period. It is up to the client to be aware of renewal dates, the provider will not be held responsible for postage losses or delays or clients failing to provide information of changes of address.
- 15.7 In the event of late payment of the renewal fee by the Client to the Provider, the Provider will not refund this fee should the Domain Name have gone into redemption. The Client will pay an administration re-activation fee to the Provider in the event of the Website being removed as a result of late payment.
- Domain Names
- 16.1 The Provider will register a domain name to the Client. Until payment by the Client to the Provider of the relevant fee, the Provider will be the owner of the Domain Name.
- 16.2 The Client will be obliged to read the individual Terms and Conditions of the relevant domain registry prior to ordering a domain name for registration by the Provider, and comply with those Terms and Conditions at all times thereafter.
- 16.3 In the event of non-payment of the relevant fee by the Client to the Provider, the Provider reserves the right not to consent to the registration or assignment of any domain name, such consent not to be unreasonably withheld. The Client will be charged a cancellation fee being equivalent to the fee for one year’s hosting, plus reasonable disbursements incurred by the Provider if payment is not received in compliance with the terms in clause 4 above.
- 16.4 The Provider will provide to the Client a quote in respect of the fee to renew the domain name no later than 7 days prior to its renewal date.
- SEO (Search Engine Optimisation)
- 17.1 Project Business Solutions Ltd has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. Client’s web site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
- 17.2 Due to the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms, and other competitive factors, Project Business Solutions Ltd does not guarantee No.1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
- 17.3 Project Business Solutions Ltd assumes no liability for ranking, traffic, indexing issues related to penalties. Consequently client understands that ranking new websites is much more difficult than ranking old and established sites and they should not have unrealistic expectations about rankings, traffic and revenues.
- Logo Design
- 18.1 Project Business Solutions Ltd will provide 3 logo designs along with 3 further alterations included within the estimated cost of the work to be carried out. The customer agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the client makes changes to the supplied copy or changes required to be carried out after acceptance of the draft design, will be liable to a separate charge.
- 18.2 After the final logo design is approved, the logo design will be sent to you as digital files (.jpg, .pdf, and .eps graphics file formats).
- 18.3 It is up to you the customer to provide Project Business Solutions Ltd with all information you require to be present on your logo including any preferred design.