Terms and Conditions

Vector7 Ltd as specialists in web marketing hold intellectual rights to web site content which we have optimised for search engines. We are, however, happy to provide the template design if our clients wish to transfer away from our service. We require a minimum notice period of one - three months to allow Vector7 to protect its intellectual property and page ranking resultant from our processes and methodology and directed to the clients domains. Page ranking is the result of maintenance works which are paid for in a lease style arrangement and will not be transferred except via previous negotiation.

 
"We trust our clients understand we are specialists in web marketing and appreciate the unique service we offer as part of our web packages."
 
1 DEFINITION 18 CONTINUATION OF AGREEMENT
2 GENERAL 19 INTELLECTUAL PROPERTY RIGHTS
3 FEES AND PAYMENT 20 FORCE MAJEURE
4 CLIENT'S OBLIGATIONS 21 DATA PROTECTION
5 ALTERATIONS TO THE SERVICE SPECIFICATION 22 INDEPENDENT CONTRACTORS
6 REGISTRATION OF DOMAIN NAME 23 ASSIGNMENT
7 RENEWAL OF DOMAIN REGISTRATION 24 SEVERABILITY
8 TRANSFER IN AND OUT OF A DOMAIN NAME 25 WAIVER
9 SERVICES 26 NOTICES
10 GENERIC DOMAINS 27 ENTIRE AGREEMENT
11 FTP 28 NO THIRD PARTIES
12 FORMATION AND TERMINATION OF CONTRACT 29 GOVERNING LAW AND JURISDICTION
13 COPY 30 TERMS OF TELEPHONE SERVICE
14 WARRANTY 31 SUSPENSION AND CANCELLATION OF SERVICES
15 INDEMNIFICATION 32 COMPLAINTS PROCEDURE
16 LIMITATION OF LIABILITY 33 SERVICE INTERRUPTION
17 TERMINATION    
 
  1 DEFINITIONS  
    In this document the following words shall have the following meanings:  
    1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Service Specification. In the event of any conflict between these Terms and Conditions and any other document or communication, these Terms and Conditions shall prevail.  
    1.2 "Application" means an application for the provision of an account with Vector7 Ltd. Limited and for the written brief submitted by the Client to Vector7 Ltd. Limited.  
    1.3 "Client" means the organisation or person who purchases services from Vector7 Ltd. Limited.  
    1.4 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;  
    1.5 "Service Specification" means a statement of work, quotation or other similar document describing the services to be provided by Vector7 Ltd. Limited.  
    1.6 "Vector7 Ltd. Limited or Vector7 Ltd. "means supplier; Vector7 Ltd. Limited, 107 High Street, Honiton, Devon EX14 1PE, Registered in England & Wales number 4830854  
    1.7 A person who is not a party to a Contract has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any Term of these Terms and Conditions.  
    1.8 Clause headings are for ease of reference and do not form part of nor shall they affect the interpretation of these Terms and Conditions.  
    1.9 Where the context so admits or requires words denoting the singular includes the plural and vice versa and words denoting any gender include all genders.  
    1.10 References to each party include its permitted assigns and successors by operation of law.  
    1.11 "Enforceable" means these Terms and Conditions form the binding legal agreement between Vector7 Ltd. Limited and the Client..
 
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  2 GENERAL  
    2.1 These Terms and Conditions shall apply to all Applications for the supply of services by Vector7 Ltd. Limited to the Client.  
    2.2 The Client shall notify Vector7 Ltd. immediately if the Client changes or alters the brief. All production of services shall be subject to these Terms and Conditions. No cancellation or cooling off period is provided in the event where the Client has received a visit from a Vector7 Ltd. representative. Cooling off periods of 7 working days are provided only for services purchased over the telephone, internet or fax and no visit from Vector7 Ltd. has been necessary.  
    2.3 Vector7 Ltd. shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.  
    2.4 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to these Terms and Conditions does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party's right later to enforce or to exercise it.  
    2.5 If any term of these Terms and Conditions is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from these Terms and Conditions and shall in no way affect the legality, validity or enforceability of the remaining terms.  
    2.6 These Terms and Conditions contain all the terms agreed between the parties regarding its subject matter and supersede any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to any agreement governed by these Terms and Conditions except as expressly stated in these Terms and Conditions. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into any Agreement (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in these Terms and Conditions.  
    2.7 The relationship of the parties is that of independent contractors dealing at arm's length. Except as otherwise stated in these Terms and Conditions, nothing in these Terms and Conditions shall constitute the parties as partners, joint ventures or co-owners, or constitute either party as the agent, employee or representative of the other, or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither party shall hold itself out as having authority to do the same.  
    2.8 Any valid alteration to or variation of these Terms and Conditions must be in writing and signed on behalf of each of the parties by a duly authorised officer.  
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  3 FEES AND PAYMENT  
    3.1 The fees for the performance of the services are as set out in either a verbal or written quote. Vector7 Ltd. shall invoice the Client for the services based on the verbal or written figures. If these fees remain unpaid for a period of 30 days or more, Vector7 Ltd. reserve the right to take down any web pages relating to the client until the outstanding amount is settled.  
    3.2

Invoiced amounts shall be due and payable within 14 days of receipt of invoice. Vector7 Ltd shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 1.5% per month after 30 days from the due date of payment (unless the law prevents us from charging interest). We can charge you any reasonable administration and legal costs for recovering the amounts you owe. If you owe us any sum of money, we may deduct that amount from any sum which we may owe you at any time under this Agreement or any other agreement we have with you.

If you do not make any payment or installment due, we can keep all sums you have already paid and you will immediately have to pay us all outstanding amounts. We may also (without prejudice to other rights) immediately terminate this Order or any other Order from you.

 
    3.3 All charges are exclusive of VAT and any other applicable purchase tax, import and all other duties. Any failure by the Client to pay any fees due under these Terms and Conditions on the date specified shall be deemed to be a "material breach" of these Terms and Conditions.  
    3.4 Additional payments terms are only applicable to a point where the client is not in breach of any other terms specified here. In the event where clients are in breach of any terms stated here, all additional payment terms will be voided and all outstanding balances will be demanded in full.  
    3.5 Should the Client purchase services where subscription fees are payable by direct debit or standing order, the completed direct debit or standing order form must be returned to Vector7 Ltd. within 7 days. In the event of the Client failing to return a completed direct debit standing order mandate, Vector7 Ltd. reserves the right to withdraw offer of monthly payment and invoice for the terms of the agreement immediately. This invoice will be payable within 7 days.  
    3.6 Clients who pay by Credit card at time of order will not be charged the 3% admin fee. All other credit card payments will be charged 3%. By providing credit card details for purchase of any of our services you are accepting all terms and conditions of sale.  
    3.7 The Client accepts that any credit card details or registered payment forms may be used to charge the Client for any fees that may be applicable during the term of the agreement if the Client fails to issue payment once an invoice has been issued. The Client acknowledges that Vector7 Ltd. may do this without providing any notice.  
    3.8 The Client acknowledges that any remittance sent will be allocated to all overdue invoices first. The Client may not purchase any additional services without first providing remittance for outstanding liabilities.
 
    3.9
Where payment is made by submission of card details, this information will be held on a secure system for future payments.  
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  4 CLIENT'S OBLIGATIONS  
    4.1 To enable Vector7 Ltd. to perform its obligations under this Agreement the Client shall:  
    4.1.a Co-operate with Vector7 Ltd in a respectful and professional manner;  
    4.1.b Provide Vector7 Ltd. with any information required and requested by Vector7 Ltd.;  
    4.1.c Adhere to all timeframes and procedures set by Vector7 Ltd. in these terms and conditions and in any correspondence from Vector7 Ltd.;  
    4.1.d Obtain all necessary permissions and consents which may be required before the commencement of the services; and  
    4.1.e Comply with such other requirements as may be set out in the brief or otherwise agreed between the parties.  
    4.2 The Client shall be liable to compensate Vector7 Ltd. for any expenses incurred by Vector7 Ltd. as a result of the Client's failure to comply with Clause 4.1.  
    4.3 Without prejudice to any other rights to which Vector7 Ltd. may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed, the Client shall be required to pay to Vector7 Ltd. as agreed damages and not as a penalty the full amount of any third party costs to which Vector7 Ltd. has committed and in respect of cancellations on less than five working days' written notice the full amount of the services contracted for as set out in the Service Specification, and the Client agrees this is a genuine pre-estimate of the Vector7 Ltd.'s losses in such a case. For the avoidance of doubt, the Client's failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.  
    4.4 In the event that the Client or any third party, not being a sub-contractor of Vector7 Ltd., shall omit or commit anything which prevents or delays Vector7 Ltd. from undertaking or complying with any of its obligations under this Agreement, then Vector7 Ltd. shall notify the Client as soon as possible and:  
    4.4.a Vector7 Ltd. shall have no liability in respect of any delay to the completion of any project;  
    4.4.b If applicable, the timetable for the project will be modified accordingly;  
    4.4.c Vector7 Ltd. shall notify the Client at the same time if it intends to make any claim for additional costs.  
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  5 ALTERATIONS TO THE SERVICE SPECIFICATION  
    5.1 The parties may at any time mutually agree upon and execute new Service specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out, which shall reflect the changed services and fees and any other terms agreed between the parties.  
    5.2 The Client may at any time request alterations to the Services by notice in writing to Vector7 Ltd.. On receipt of the request for alterations Vector7 Ltd. shall, within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.  
    5.3 Where Vector7 Ltd. gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise Vector7 Ltd. by notice in writing whether or not it wishes the alterations to proceed.  
    5.4 Where Vector7 Ltd. gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the brief shall be amended to reflect such alterations and thereafter Vector7 Ltd. shall perform this Agreement upon the basis of such amended terms.  
    5.5 Vector7 Ltd. may, at it's sole discretion, employ a third party to perform the brief.  
    5.5a The Client may object to assignment to the third party of the Service Specification by providing written notice to Vector7 Ltd. Limited within [7] days of the notice from Vector7 Ltd..  
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  6 REGISTRATION OF DOMAIN NAME  
    6.1 These terms are not applicable to domain names registered as part of any other subscription based service where only use of the domain name is granted.  
    6.2 The client agrees that all domain names carry a minimum of twenty-four months contractual bond on payment of fees, agreed by both parties.  
    6.2.a The Client agrees that all domain names are registered under the property of Vector7 Ltd. Domains of a generic nature ie. a domain name that says what you do where, rather than who you are, are owned by Vector7 Ltd. Payments for the use of these domains by the client are made that they may use the domain within a marketing strategy produced by Vector7 Ltd. As experts in web marketing we link to these domains from our own client base and buy them in accordance with our own marketing knowledge.  
    6.2.b In the event where either party cancels services specified in Clause 9.1a, where use of domain names is granted, all intellectual property rights and ownership of domain names remain the property of Vector7 Ltd. Limited. This includes registered domain names that have been re-registered by Vector7 Ltd. Limited after the initial registration period has elapsed. The Client agrees that any re-registration fee paid by Vector7 Ltd. Limited grants Vector7 Ltd. Limited ownership rights to the domain name. The Client is only granted use of the domain name for the term of the agreement.  
    6.3 The Client acknowledges that the registration of the domain name will be dependent on the terms and conditions of various naming authorities/registration agents.  
    6.3.a The client agrees that Vector7 Ltd. is not held accountable for errors made on the part of the naming authorities/registration agents.  
    6.3.b The client acknowledges that s(he) cannot cancel any domain names once registered  
    6.4 The Client Acknowledges that s(he) will be required to pay an annual pointing fee and biennial renewal fee per domain unless the domain name is inclusive of any other paid packaged service  
    6.5 Should the domain name become ineffective, the client agrees that Vector7 Ltd. shall not be held responsible for the registration. However, in the event of the domain name becoming unavailable during the registration and authorisation period, Vector7 Ltd. will propose a new domain name for registration. The new domain name will not affect the present contractual agreements made and the client agrees that s(he) is still subject to the same fees and charges.  
    6.6 The client understands that Vector7 Ltd. Limited has the right to cancel/suspend any domain names in the event of any legal issues or disputes  
    6.7 Vector7 Ltd. Limited shall not be liable for any delay in activating the Domain Name on the Server nor for any cost incurred by the Client as a result of such delay and the Client's obligation to pay the fees set out in Clause 3.2 shall not be affected by any such delay.  
    6.8 The Client warrants that the Domain Name does not infringe any intellectual property rights of any third party, including but not limited to trade marks registered or otherwise used by any third party and the Client shall indemnify and keep Vector7 Ltd. Limited indemnified in respect of any loss, damages, costs or other expenses arising out of or in connection with any breach by the Client of this Clause.  
    6.9 The Client agrees, as a condition of any Agreement, to be bound by the dispute policy used from time to time by the relevant naming authority or registration agent, which policy can be found in the terms referred to in Clause 6.3  
    6.10 The Client acknowledges that Vector7 Ltd. Limited shall have the right to cancel, suspend or transfer the Domain Name at any time upon receipt of a court order or arbitration award requiring such cancellation, suspension or transfer.  
    6.11 Country code domain names can only be registered in Restrictive countries if the relevant documentation is provided in order to perform the registration. Vector7 Ltd. Limited does not hold liability for non-registration of CCTLD's due to negligence by the Client. The Client also recognises that a refund of deposits cannot be issued if this is the case.  
    6.12 Where emails are being provided with the domain, the client is responsible for checking that they are regularly receiving mail.  
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  7 RENEWAL OF DOMAIN REGISTRATION  
    7.1 These terms are not applicable to domain names registered as part of any other service where only use of the domain name is granted.  
    7.2 Vector7 Ltd. assures the Client that the best effort will be made to renew all domain names automatically after the twenty-four month registration period, however the Client acknowledges that Vector7 Ltd. will not be held accountable for the failure to do so.  
    7.3 The Client agrees that prior to the renewal of any domain names, the renewal fee will be made payable to Vector7 Ltd..  
    7.4 The Client understands that s(he) will be informed about the renewal.  
    7.5 The Client agrees that neglect to pay any outstanding fees will defer the registration/renewal of any domain names. This action will not yield any refunds.  
    7.6 The Client agrees that they are to provide 30 days notice before the cancellation of any domain names. Neglect to provide this will result in the continuous renewal process of the domain registration and consequent payment.  
    7.7 The Client understands that Vector7 Ltd. is not responsible for any materials lost due to clients neglect to pay renewal domain registration.  
    7.8 As stated in clause 6.8, should the domain become ineffective, Vector7 Ltd. shall provide and register a new domain name, with no refunds given.  
    7.9 Clients may transfer any domain names registered in the Clients name to a different host if they pay the domain name release fee, have provided at least a months notice before the next renewal payment and if their account has been settled. The Client agrees that neglect to provide this notice will result in the payment of the renewal fee, outstanding balance and release fee specified on Vector7 Ltd.'s price list.  
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  8 TRANSFER IN AND OUT OF A DOMAIN NAME  
    8.1 The Client acknowledges that should they request Vector7 Ltd. to host an existing domain name, they are fully responsible for the transfer to the server on the day or after the start of any agreements made are responsible for any fees paid to other parties involved in connection to the transfer. In order to affect the transfer the client shall request his/her existing ISP or any other relevant third party:-  
    8.1.a in the case of UK TLD's to modify the IPS Tag as required by Vector7 Ltd.  
    8.1.b in the case of international TLD's to replace the name servers, admin, technical and billing contact with the relevant details received from Vector7 Ltd..  
    8.2 Once the agreement has been cancelled or terminated, the client has the right to transfer any domain names registered in their name to a third party server except where the domain name expires and is re-registered or renewed by Vector7 Ltd. Vector7 Ltd. in this case retains domains. The transfer is dependent on a transfer form being completed and all fees on the account being settled first in full. Transfer out fee for a .co.uk or .com domain name is £80+VAT. If as a result of a Domain name transfer out other contracted services will become ineffective then all contracted fees relating to other services must be settled in full prior to a transfer out taking place. Domain names cannot be permitted transfer out if requested within 60 days of the expiration date being due. Renewal fees must be paid before a transfer can be initiated.  
    8.3 The Client acknowledges that Vector7 Ltd. will not be held accountable for any obstructions in the transfer and that all fees should be paid according to the Application signed.
 
    8.4 The Client acknowledges that Vector7 Ltd. has the capability to hinder the release of any domain names, should the client be in breach of any agreements or payments..  
    8.5 The Client agrees that they are fully responsible for the transfer of the website. Vector7 Ltd. will not be held accountable for the transfer of any existing sites hosted within the appropriate domain names.  
    8.6 The client acknowledges that there may be a release fee or full payment of contract when submitting transfer request form. This is sometimes demanded by an ISP and is not the responsibility of Vector7 Ltd..  
    8.7 The client agrees that should an ISP deny the release of a domain name, Vector7 Ltd. are not held accountable and are not permitted to interfere with the ordeal. Should Vector7 Ltd. choose to intervene, the client understands that there will be a domain name-handling fee chargeable. This fee is not refundable should the transfer still be unsuccessful.  
    8.8 The Client agrees that services affected by the unsuccessful transfer will not be refunded. Should this occur, Vector7 Ltd. will offer a .co.uk domain name to replace the unsuccessful transfer of the previous domain name.  
    8.9 Domain name transfers to Vector7 Ltd., occurring within 2 months of the renewal date, will take longer than initial transfer requests.  
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  9. SERVICES  
    9.1 Vector7 Ltd. shall upon receiving payment as agreed between both the client and Vector7 Ltd.
 
    9.1 (a) If the client fails to provide Vector7 Ltd. with any information or fails to follow the service procedures stated in these Terms And Conditions for the completion of any of these services then Vector7 Ltd. hold the right to void all services with no refunds issued and in cases where further fees would be payable subject to delivery of service, the Client will be liable for the fees for the full contractual term.  
    9.2 Client agrees and accepts to the working, processes and limitations of all services at time of purchase including all features and components used as part of the service  
    9.3 Vector7 Ltd. reserves the right to modify the manner in which features work within any service. This may include removal of features and modification of features.  
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    10. GENERIC DOMAINS  
    10.1 Domains of a generic nature ie. a domain name that says what you do where, rather than who you are, are owned by Vector7 Ltd. Payments for the use of these domains by the client are made that they may use the domain within a marketing strategy produced by Vector7 Ltd. As experts in web marketing we link to these domains from our own client base and buy them in accordance with our own marketing knowledge. If you have a domain name which is your company name then we are happy to help you transfer it.  
         
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    11. FTP  
    11.1 We do not provide FTP access to websites as standard, in the event of ftp access being granted there are specific conditions that apply. See points 11.1(a-e)  
         
    11.1 (a)

Password security

FTP passwords held by Vector7 are held in a secure manner to protect your website and ensure that no-one without the proper authority has access. Once we have released access to you, protection of that FTP password becomes your responsibility. This includes taking steps to prevent unauthorised access to your computer, to your email, or to any other place in which you might store your FTP details.

Should you believe that your FTP details have been compromised, you are charged with informing Vector7 as soon as possible to ensure that we can invalidate them and furnish you with updated access details.

 
    11.1 (b)

Technical Security

There are viruses and other malicious software which can strip FTP passwords stored on your computer and automatically infect websites. It is important that you ensure that you have adequate security software installed on every computer you will be using to work on the website to prevent this. It is also vital you use this software in a manner recommended by the manufacturer, this includes running regular updates and system wide scans.

Failure to ensure that basic security measures are taken in the content and permissions of any files and folders within a hosted website can leave a website open to malicious attacks, on the majority of sites this would result in the injection of malware into the existing pages from a third party. Although we take all necessary precautions to prevent this, we are unable to activity outside of our control. This can result in security flaws which can be exploited. Vector 7 can not be held accountable for such attacks made on websites where FTP has been granted.

 
    11.1 (c)

Loss of data

Once FTP access to a website has been granted, the offline copy of the website that Vector7 hold will become obsolete. While we will always maintain a local copy of your website, it will be out of date and not reflect any changes that you carry out.

Infections of a website would result in us having to 'disinfect' the files of the site and rebuild it, again something for which we would have to charge for. You should also make regular backups of your site and store this in a secure, isolated location. This allows you to restore any work you have carried out should the content of the site become irretrievable due to malicious attack. The major browser manufacturers and search engines all have procedures in place which can result a malware infected website being blacklisted. This would mean that until the damage was corrected all visitors to the site would be blocked.

Should the security of a website be compromised, we would not be able to guarantee the integrity of the data or that some of the data would not be lost. This again is why it is important to properly back up your website. Vector7 will not be held responsible for loss of data.

 
    11.1 (d)

Performance

We perform in depth and comprehensive search engine optimisation work within our websites. Apart from the techniques we use being the intellectual property of Vector7 Ltd, they can be easily and unwittingly undone by making even minor changes to the website. Changes to our original work invalidates any agreements regarding search engine positioning.

This performance extends to the appearance, page loading times, and functionality of the website itself. Changes made to any pages within the site that negatively affect design elements, loading times or either server side or browser based scripts are your responsibility. Our websites are carefully crafted by professional designers, they are not designed (except in limited and carefully controlled ways) for contributions by enthusiastic amateurs.

 
    11.1 (e)

Further work

A second consequence of the live website differing from our local version is that any further work we do to the website requires us to ensure that we do not overwrite any changes that have been made and to take any of these changes into account before making changes of our own. This additional work will be taken into consideration in quotes for future work.

 
         
    11.1 (f)

All code utilised in our websites is  the intellectual property of Vector7 Ltd or is licensed solely for the use of Vector7 on behalf of its clients, except where clearly stated as such. Distribution or duplication of this code outside of solely for use in development of this website is strictly prohibited.

Vector7 will not be held liable for breach of licence caused by the client.
 
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    12. FORMATION AND TERMINATION OF CONTRACT  
    12.1 Formation of contract  
     

The agreement between us will not be formed until we have sent you written acceptance of your order. The agreement will continue: (i) for the duration specified in the Order for the product or service purchased, or (ii) where we are providing products or services for a Rolling Contract with a Minimum Period of 12 Months (which is subject to automatic renewal for consecutive periods of a duration indicated in to Order), indefinitely until terminated by you or us in accordance with the Standard Conditions.

 
         
    12.2

Termination By You (in addition to any statutory rights you may have)

To cancel all or part of an Order the following conditions apply. We must receive written notice of cancellation within 4 days of the date of the Order. Where we are providing services to you for a Rolling Contract you may terminate the services at the end of the Minimum Period or any renewed period by giving us at least 30 days' notice prior to the end of such period in accordance with the Standard Conditions. Written notice of cancellation should be addressed to Vector7 Ltd, 107 High Street, Honiton. EX14 1PE. Cancellation of a rolling contract will also result in termination of all associated services from Vector7 including hosting, search engine optimisation, maintenance, emails, support and linked advertising.

Cancelling part of the Order in accordance with above terms may mean that you no longer qualify for a discount for multiple products or packages, in which case we can adjust the rate on the remaining advertising products or services to reflect the price appropriate for the reduced level of advertising products or service.

 
         
    13. COPY  
    13.1

You must own or have authority to use any copyrights, trademarks, trade names and all other Intellectual Property Rights in the Content and any British Standard Mark or other quality assurance mark or trade association name or logo in any material you provide to us or ask us to use in the Advert.

 
    13.2 We own all Intellectual Property Rights in all artwork, copy, video content and other material which we, our agents or employees have created, whether or not the materials is derived or developed from material supplied as Content and whether or not is has been paid by you in respect of it. You do not gain any intellectual property rights in that artwork, copy or other material and you will not be entitled to use it in any other form or in any other media.  All code utilised in our websites is  the intellectual property of Vector7 Ltd or is licensed solely for the use of Vector7 on behalf of its clients, except where clearly stated as such. Distribution or duplication of this code outside of solely for use in development of this website is strictly prohibited.  
    13.3 Without prejudice to any other rights we may have, we may suspend the provision of the products in whole or part, and without notice, if you fail to pay our charges.  
   
  14 WARRANTY  
    14.1 Vector7 Ltd. warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.  
    14.2 Without prejudice to Clause 6.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by Vector7 Ltd..
 
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  15 INDEMNIFICATION  
      The Client shall indemnify Vector7 Ltd. against all claims, costs and expenses which Vector7 Ltd. may incur and which arise, directly or indirectly, from the Client's breach of any of its obligations under this Agreement, including any claims brought against Vector7 Ltd. alleging that any services provided by Vector7 Ltd. in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.
 
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  16 LIMITATION OF LIABILITY  
    16.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of Vector7 Ltd. to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates.  
    16.2 In no event shall Vector7 Ltd. be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Vector7 Ltd. had been made aware of the possibility of the Client incurring such a loss.  
    16.2 Nothing in these Terms and Conditions shall exclude or limit Vector7 Ltd.'s liability for death or personal injury resulting from Vector7 Ltd.'s negligence or that of its employees, agents or sub-contractors.  
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  17 TERMINATION  
    17.1 Either party may terminate this Agreement forthwith by notice in writing to the other if;  
    17.1a the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;  
    17.1b the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;  
    17.1c the other party ceases to carry on its business or substantially the whole of its business; or  
    17.1d the other party chooses not to renew for a further term after the expiry date of the prevailing term. In this event a notice must be provided in writing on Company letterhead within the final 30 days prior to the annual renewal date of the contract. Failure to send the cancellation notice in the required period will result in automatic renewal of the contract term.  
    17.1e

where the other party chooses to terminate an agreement for ongoing work, notice must be provided in writing on Company letterhead 30 days prior to the cancellation of services. All normal payments for work will continue to be taken during that 30 day period, in addition to any outstanding payments.

Cancellation of a rolling contract will also result in termination of all associated services from Vector7 including hosting, search engine optimisation, maintenance, emails, support and linked advertising.

 
    17.1f where the other party chooses to to terminate the agreement in cases where an arrangement for installment payments has been made, the full outstanding balance will become due immediately.  
    17.2 Vector7 Ltd. may terminate this Agreement by notice in writing to the Client if
 
    17.2a the Client passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or  
    17.2b the Client is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.  
    17.3 Vector 7 Ltd as specialists in web marketing hold intellectual rights to website content which we have optimised for search engines. We are however happy to provide the template design if our clients wish to transfer away from our service.  
         
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  18 CONTINUATION OF AGREEMENT  
      Should Vector7 Ltd. be declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets then this Agreement shall remain in force and may be assigned as per clause 23.2  
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  19 INTELLECTUAL PROPERTY RIGHTS  
     

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of Vector7 Ltd, and the Client shall do all that is reasonably necessary to ensure that such rights vest in Vector7 Ltd. by the execution of appropriate instruments or the making of agreements with third parties.

We own all Intellectual Property Rights in all artwork, copy, video content and other material which we, our agents or employees have created, whether or not the materials is derived or developed from material supplied as Content and whether or not is has been paid by you in respect of it. You do not gain any intellectual property rights in that artwork, copy or other material and you will not be entitled to use it in any other form or in any other media.  All code utilised in our websites is  the intellectual property of Vector7 Ltd or is licensed solely for the use of Vector7 on behalf of its clients, except where clearly stated as such. Distribution or duplication of this code outside of solely for use in development of this website is strictly prohibited.

 
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  20 FORCE MAJEURE  
      Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.  
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  21 DATA PROTECTION  
      All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection Act 1998. This includes codes of practice and the confidentiality of personal information.  
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  22 INDEPENDENT CONTRACTORS  
      Vector7 Ltd. and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Vector7 Ltd. may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve Vector7 Ltd. of its obligations under this Agreement.  
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  23 ASSIGNMENT  
    23.1 The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent (which shall not be unreasonably withheld or delayed) of Vector7 Ltd..  
    23.2 Vector7 Ltd. may at its discretion assign its rights in the Agreement to a willing third party (which shall include, but not be limited to a Group Company, Administrative Receiver or Liquidator) should it so desire. Notice of the Assignment will be provided to the Client  
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  24 SEVERABILITY  
      If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
 
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  25 WAIVER  
      The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.  
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  26 NOTICES  
      Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.  
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  27 ENTIRE AGREEMENT  
      This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
 
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  28 NO THIRD PARTIES  
      Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
 
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  29 GOVERNING LAW AND JURISDICTION  
      This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.  
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  30 TERMS OF TELEPHONE SERVICE  
      Vector7 Ltd. Customer Relations department aim to provide the best service. If for some reason the client is unsuccessful in getting through to our Customer Relations department, you can either leave a message on the answer phone and we will get back to you as soon as possible or email us at support@vector7.co.uk If during the customer relations call the client is abusive, Vector7 Ltd. hold the right to remove the clients support privileges.
 
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  31 SUSPENSION AND CANCELLATION OF SERVICES  
    31.1 Vector7 Ltd. hold the rights to cancel and suspend any services/agreements if the client is not responding to any notices or providing the relevant information set out in the service specification and terms listed here. There has to be a level of commitment from the client's behalf in order for Vector7 Ltd. to provide a full service. If the client fails to provide the relevant information for their package(s) after 3 months from the agreement date, Vector7 Ltd. hold the right to suspend or cancel any services the client has with Vector7 Ltd.. If the client wishes to un-suspend their account they will be liable to pay £99 + VAT  
    31.2 Vector7 Ltd. may choose to cancel any service at the end of the subscription term of the relevant service. Vector7 Ltd. is not required to provide a reason for such an action.  
    31.3 Clients understand and agree that all services are supplied on a subscription basis only. Cancellation of the subscription by either party will result in loss of all services including any data stored by Vector7 Ltd.. Clients will not be able to retain any aspect of the service elements provided in part or in whole once cancelled by either party.  
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  32 COMPLAINTS PROCEDURE  
      If at anytime you are dissatisfied with any service you may contact our customer support team in the first instance at mailto:support@vector7.co.uk  
      Should you feel that your complaint has not been responded to adequately you may write to the managing director directly and send to the address below  
     

Vector7 Ltd. Limited
107 High Street, Honiton EX14 1PE

 
      Your complaint will be responded to within 30 days of receipt.  
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  33 SERVICE INTERRUPTION  
      Our hosted servers are very reliable; running 24 hours a day, 365 days a year. We typically have exceptionally high up-times (the percentage of time your website or emails are available).  
      However, very occasionally our hosted servers may experience a problem. You can rest assured that our dedicated team of technical staff will be working to restore service as quickly as possible in the event of any problems. We work very hard to ensure that you receive reliable, professional quality hosting at a highly competitive price.  
     

Interruptions to service is something Vector7 cannot prevent or be held accountable for. If you notice a problem with any service provided by Vector7, please inform us immediately on 01404 598 015.

 
     

 

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