Thank You for choosing Online Influx. All agreements are made solely between the Client, “You” (the party to whom the Company provides services) and “Online Influx”.
2. Project Definition
These Terms of Business should be read in conjunction with the Project Definition sent to You at the same time (“Project Definition”) which incorporates these Terms of Business. The Project Definition sets out, amongst other things, the services Online Influx will provide to You (“Works”) and the fees which will be charged (“Fees”). Additional defined terms are set out in the Project Definition. Online Influx aims to offer a friendly and efficient service and will exercise reasonable skill, care and diligence in carrying out the Works.
These Terms of Business come into force with immediate effect upon Your first instructions or order and these Terms of Business will apply to any current and future instructions or commission that You are kind enough to give Online Influx and to any specific Works referred to in the current or a future Project Definition.
These Terms of Business and the Project Definition constitute the entire agreement between Online Influx and You regarding the Works. Any additional work not specified in the Project Definition must be authorised by a written change order signed by You and Online Influx and may result in changes to Fees and Disbursements.
3. Your Brief
You, as Online Influx’s client, represent, undertake and warrant to Online Influx that, to the best of Your knowledge: (i) any instructions given and materials supplied by You will be accurate and complete and will not cause Online Influx to infringe the rights (including intellectual property rights) of any third party or the laws or regulations (including data protection legislation) of any country and (ii) You have complied and will comply with the Minimum Client Requirements set out in the Project Definition.
Online Influx and You agree to work together to complete the Works in a timely manner. Online Influx agrees to work expeditiously to complete the Works in line with the timeframe agreed in the Project Definition however this timeframe is dependent on Online Influx being provided with Your continued co-operation in order to approve Works at various stages. Online Influx cannot be held responsible for any loss incurred where You (or any third party instructed by You) have not provided clear and complete instructions within any given time limit and with sufficient notice.
If You request changes to the Works Online Influx reserves the right to revise the Project Definition. If the Works are shortened, delayed, cancelled or terminated early by You, the final invoice will include the balance of the Fees for providing the Works plus any reasonable costs and disbursements incurred by Online Influx due to Your acts or omissions. For example, You shall be liable for the costs and disbursements incurred by Online Influx for pre-booked fieldwork, which is delayed, not used or not fully used.
Online Influx recommends that You retain copies and backups of all materials, data or information provided to and from Online Influx.
Online Influx reserves the right to assign sub-contractors to this project to ensure the right fit for the job as well as timely completion. Online Influx shall be the primary obligor in relation to such sub-contractors.
Online Influx is only responsible for the quality of the service provided by sub-contractors if those sub-contractors have been selected and paid for directly by Online Influx. If You designate a specific sub-contractor, then Online Influx shall not be responsible for the accuracy, completeness or quality of the work of that sub-contractor.
5. Fees and Disbursements
Online Influx’s fees are all exclusive of VAT which must therefore be added at the current rate and will be indicated on all invoices. Online Influx’s fees are also exclusive of disbursements.
Payment of fees for works shall be paid as a minimum of 50% upfront and the remainder on delivery of the Works unless otherwise agreed. Any Works provided over more than one calendar month will be subject to invoicing at the start of each calendar month with the final invoice raised on delivery of the final Works. All invoices shall be due on the invoice date and shall be subject to payment within 7 days.
Upon making first payment to Online Influx the client is then automatically committing to paying the full amount quoted for the project invoiced for (unless otherwise stated), which may well be the case for any of our digital marketing packages which are contracted specifically for each individual project. Refunds for website projects will only be given at the discretion of Online Influx.
If You dispute, deem incorrect or inaccurate any invoice, contract or agreement Online Influx must be notified, in writing, within 48 hours of receipt. Failure to do so renders any future claim inadmissible.
Payments must be made promptly, a twenty pound (£20.00) additional fee will be incurred if payment is not received within twenty one (21) days of the due date. If an amount remains delinquent thirty (30) days after its due date, an additional five per cent (5%) interest will be added for each month of delinquency from the date of the invoice. Online Influx reserves the right to suspend work without notice until Final Payment is made. Where debt collection or proceedings prove necessary, You agree to pay all fees and costs incurred by that process.
On occasions where a renewal is committed to verbally by the client, Online Influx will carry out all necessary work, at their discretion. On these occasions full payment is expected if confirmation that the work will be carried with the client. These verbal agreements are viewed by Online Influx as binding. The client is informed of this at point of renewal, and is told payment is expected at the payment terms and dates agreed. On occasions Online Influx reserve the right to spread a renewal payment (or any payment) over the duration of 2 – 12 months. If a client then defaults on any of these payments, Online Influx reserve the right to invoice the client for the total amount left owing minus any payments that have been made. On occasions where a client must be pursued for outstanding debts any costs incurred by Online Influx will be added to the final invoice the client receives.
Online Influx reserves the right to take Payments up to 14 days in advance when the client is paying by Credit/ Debit Card or Direct Debit. This is on occasions when a service is contracted either in writing or verbally.
6. Confidentiality and Intellectual Property
All information You provide Online Influx will be regarded as confidential to the extent that it is not in the public domain, but You should advise Online Influx if any information is particularly sensitive. Online Influx will not divulge any confidential information obtained from You otherwise than in accordance with Your instructions.
All websites designed by Online Influx will include in the footer “Website Designed by Online Influx” with a link to the Online Influx website. This is unconditional and can only be removed with the consent of Online Influx. Although Online Influx are prepared to produce “White Label” projects an additional fee (15%) will be added to the total cost.
You unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork (including all associated intellectual property) furnished by you (or on your behalf) to Online Influx for inclusion in the works are owned by you, or that you have permission from the rightful owner to use each of these elements, and will hold harmless, indemnify, and defend Online Influx and its subcontractors from any claim or suit arising from the use of such elements furnished by You.
Intellectual property rights (including but not limited to copyright and database rights) in all Works are owned by Online Influx in the first instance. All intellectual property rights owned by Online Influx in finished, approved Works created specifically for You will be assigned to You automatically on receipt by Online Influx of the Final Payment of Fees in cleared funds. All Intellectual property rights in third party materials are owned by those third parties and will be licensed to You on the terms set out in the Project Definition.
Online Influx and its sub-contractors retain the right to display Works, graphics and other design elements as examples of their work in their respective portfolios (including online).
Either party may terminate this engagement upon three months’ notice unless otherwise agreed. Notice must be provided in writing. Online Influx will use its reasonable endeavours to complete any Works in progress and Online Influx will remain entitled to payment for completion of those Works.
Either party may terminate this engagement immediately for a material breach by the other which is incapable of remedy or, if capable of remedy, is not remedied within 28 days of notification being given to the defaulting party.
Online Influx reserves the right, for good reason and upon reasonable notice, to terminate Online Influx’s engagement without further liability on Online Influx. This will be confirmed to You in writing, if requested. “Good reasons” include if You: do not give Online Influx instructions within a reasonable period of time; do not pay promptly any request for money on account; or do not pay a bill within the due period.
On occasions where a renewal is committed to verbally Online Influx will carry out all necessary work, at their discretion. On these occasions full payment is expected, if confirmation that the work will be carried with the client. These verbal agreements are viewed by Online Influx as binding.
On occasions Online Influx reserve the right to break a renewal payment (or any payment) over the duration of 2 – 12 months. If a client then defaults on any of these payments, Online Influx reserve the right to invoice the client for the total amount left owing minus any payments that have been made. On occasions where a client must be pursued for outstanding debts any costs incurred by Online Influx will be added to the final invoice the client receives. Transfer of website files has a cost of £200.00 + VAT for standard brochure sites and £350.00 + VAT for e-Commerce websites. Please note that no files will be made available or transferred prior to all transactions being completed for works to be undertaken. In addition to this, Online Influx will not be held liable for loss of both website and email related services during the transfer period. We will however do our best to ensure that all transfers are carried out with as little disruption as possible.
8. Warranties and Liability
All conclusions, recommendations, forecasts, reports, letters or other communications, whether oral or written, provided by Online Influx (together, the “Recommendations”) are made in good faith and on the basis of information available to Online Influx at the time whether from You or from information in the public domain and the validity of such Recommendations will depend, amongst other factors, on Your effective cooperation and the quality of the information made available by You. No warranty or representation, express or implied, is given as to the Recommendations provided by Online Influx and You shall be responsible for the proper adaptation of such Recommendations to Your own circumstances.
All Recommendations given by Online Influx are for Your use only and are not to be disclosed or reproduced to third parties without the prior written consent of Online Influx.
Online Influx shall not be liable for any consequential or indirect loss suffered by You whether such loss arises from a breach of contract or tort or in any other way (including losses arising indirectly or consequentially from Online Influx’s negligence). Compensation for any direct losses arising under this agreement shall be limited to the value of the current Project Definition.
You and Online Influx acknowledge that the Fees payable under these Terms of Business have been determined on the basis of these limitations of liability and reflect the division of risks set out in these Terms of Business and that, accordingly, the division of risk is agreed by the parties to be fair and reasonable in the circumstances.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
9. Data Protection
Details of the individual to whom these Terms of Business are sent, together (where relevant) with details of other key individuals within Your organisation supplied to Online Influx from time to time, will be entered onto Online Influx’s client database. Online Influx will use these details primarily to provide You with the Works. In addition, Online Influx may use these details to contact You by post, telephone, e-mail or fax for marketing purposes or to make searches with credit reference agencies. Online Influx may also disclose these details for these purposes to any agents, associates, advisors or contractors that we agree Online Influx should work with on Your behalf.
It is Your responsibility to ensure that the communication of any sensitive or personal data by You or Your agents to Online Influx does not breach the rights of any data subjects and that the use of such data by Online Influx pursuant to the Project Definition does not breach any data protection regulations or legislation. You hereby indemnify Online Influx in this respect.
10. Electronic Communications
During the course of this matter, we may wish to communicate electronically with one another. The electronic transmission of information cannot be guaranteed to be secure or error-free, as it will be transmitted over a public network, and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or otherwise be adversely affected or unsafe for use.
We each agree to use reasonable procedures to check for the most recently known viruses before sending and receiving information electronically, but we each recognise that such procedures cannot be a guarantee that transmissions will be virus-free. We shall each be responsible for protecting our own interests in relation to electronic communications. Neither of us shall be liable to the other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any damage or loss arising from or in connection with the electronic communication of information between us.
A person who is not a party to the agreement between us has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the engagement. The rights and remedies available to Online Influx by virtue of these Terms of Business are without prejudice to any other rights or remedies available to Online Influx. Any failure by Online Influx to exercise or delay by Online Influx in exercising a right or remedy provided by these Terms of Business or by law does not constitute a waiver of the right or remedy, or a waiver of other rights or remedies.
The contract between us is on the basis of these Terms of Business and is subject to English Law and the exclusive jurisdiction of the English Courts. We look forward to working with You.
Online Influx is a trading name of Digital Enterprise Management Ltd 10577386. Any agreements made, either verbally or in writing are with Digital Enterprise Management Ltd.