Terms & Conditions
Thank You for choosing Online Influx Ltd. All agreements are made solely between the Client, “You” (the party to whom the Company provides services) and “Online Influx Ltd”.
Online Influx Ltd is a trading name of Digital Enterprise Management Ltd – Company No 10577386
2. Project Definition
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 Ltd 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 Ltd 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 Ltd and may result in changes to Fees and Disbursements.
3. Your Brief
You, as a client of Online Influx Ltd, represent, undertake and warrant to Online Influx Ltd 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 Ltd 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 Ltd and You agree to work together to complete the Works in a timely manner. Online Influx Ltd 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 Ltd being provided with Your continued co-operation in order to approve Works at various stages. Online Influx Ltd 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 Ltd 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 Ltd due to Your acts or omissions. For example, You shall be liable for the costs and disbursements incurred by Online Influx Ltd for pre-booked fieldwork, which is delayed, not used or not fully used.
Online Influx Ltd recommends that You retain copies and backups of all materials, data or information provided to and from Online Influx Ltd.
Online Influx Ltd reserves the right to assign sub-contractors to any of their projects in order to ensure a project is completed to the highest possible standard. Online Influx Ltd shall be the primary obligor in relation to such sub-contractors.
Online Influx Ltd 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 Ltd. If You designate a specific sub-contractor, then Online Influx Ltd shall not be responsible for the accuracy, completeness or quality of the work of that sub-contractor.
5. Fees and Disbursements
Online Influx Ltd fees are all exclusive of VAT, Online Influx Ltd is not VAT registered at this time.
Payment of fees for works shall be paid as a minimum of 25% upfront. A hire option is available where by a client is simply hiring a website from Online Influx Ltd for an agreed term, this maybe 6 months or 12 months. Upon the end of the agreement the client will have the option to take complete ownership of the site.
Late payments may incur charges, a late payment fee is £25. This can be applied whenever a payment is missed. An additional five percent (5%) interest will be added for each month of delinquency from the date of the invoice. Online Influx Ltd 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.
Upon making first payment to Online Influx Ltd 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 Ltd.
If You dispute, deem incorrect or inaccurate any invoice, contract, or agreement Online Influx Ltd must be notified, in writing, within 48 hours of receipt. Failure to do so renders any future claim inadmissible.
6. Confidentiality and Intellectual Property
All information You provide Online Influx Ltd will be regarded as confidential to the extent that it is not in the public domain, but You should advise Online Influx Ltd if any information is particularly sensitive. Online Influx Ltd will not divulge any confidential information obtained from You otherwise than in accordance with Your instructions.
All websites designed by Online Influx Ltd will include in the footer “Website Designed by Online Influx Ltd” with a link to the Online Influx Ltd website. This is unconditional and can only be removed with the consent of Online Influx Ltd. Although Online Influx Ltd 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 Ltd 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 Ltd and its subcontractors from any claim or law 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 Ltd in the first instance. All intellectual property rights owned by Online Influx Ltd in finished, approved works created specifically for You will be assigned to You automatically on receipt by Online Influx Ltd of the final payment of fees in cleared funds. All intellectual property rights of 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 Ltd 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).
Termination of services are stated within the contract of services between Online Influx Ltd and You (the client). A termination of service notice must be provided in writing. Online Influx Ltd will use its [remove “its”] reasonable endeavours to complete any works in progress and Online Influx Ltd will remain entitled to payment for completion of those works.
Either party may terminate any 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 Ltd reserves the right, for good reason and upon reasonable notice, to terminate Online Influx Ltd.’s engagement without further liability on Online Influx Ltd. You will receive confirmation of this, in writing, upon request. “Good reasons” include if You: do not give Online Influx Ltd 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 Ltd may carry out all necessary work at their discretion. Full payment is expected, on these occasions, if confirmation that the work will be carried with the client. These verbal agreements are viewed by Online Influx Ltd as binding. On occasions where a client must be pursued for outstanding debts any costs incurred by Online Influx Ltd will be added to the final invoice the client receives. Transfer of data including website files, domain names and email account contents may result in a charge for time spent doing so. 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 Ltd 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. Renewal of Service
Upon due date of renewal of service your account manager will contact you to discuss the service in question. On occasions, Online Influx Ltd reserve the right to split 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 Ltd reserve the right to invoice the client for the total amount left owing minus any payments that have been made. This also applies to the split payment of any service with Online Influx Ltd.
9. Warranties and Liability
All conclusions, recommendations, forecasts, reports, letters or other communications, whether oral or written, provided by Online Influx Ltd (together, the “Recommendations”) are made in good faith and on the basis of information available to Online Influx Ltd 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 Ltd and You shall be responsible for the proper adaptation of such Recommendations to Your own circumstances.
All Recommendations given by Online Influx Ltd are for Your use only and are not to be disclosed or reproduced to third parties without the prior written consent of Online Influx Ltd.
Online Influx Ltd 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 Ltd.’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 Ltd 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.
10. 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 Ltd from time to time, will be entered onto Online Influx Ltd.’s client database. Online Influx Ltd will use these details primarily to provide You with the Works. In addition, Online Influx Ltd 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 Ltd may also disclose these details for these purposes to any agents, associates, advisors, or contractors that we agree Online Influx Ltd 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 Ltd does not breach the rights of any data subjects and that the use of such data by Online Influx Ltd, pursuant to the Project Definition, does not breach any data protection regulations or legislation. You hereby indemnify Online Influx Ltd in this respect.
11. 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 Ltd by virtue of these Terms of Business are without prejudice to any other rights or remedies available to Online Influx Ltd. Any failure by Online Influx Ltd to exercise or delay by Online Influx Ltd 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.