Terms and Conditions.

TERMS AND CONDITIONS OF BUSINESS OF CITE DMS LIMITED

The Client’s attention is drawn in particular to the limitation of liability provisions in clause 9.

1          DEFINITIONS
1.1       The following expressions shall have the following meanings:
Controller, data subject, personal data, personal data breach, processor/processing, each has the meaning given to it in Data Protection Law.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Business day consists of 8 hours.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 4, as set out in the Contract (as the case may be).

Client: any person or firm who purchases Services from the Company.

Client Materials: all documents, information, items and materials, drawings, specifications and data in any form (whether owned by the Client or a third party), which are provided or otherwise made available to the Company by or on behalf of the Client from time to time in relation to the Services but not including any Deliverables first provided or made available by the Company, its officers, agents or contractors.
Company: Cite DMS Ltd, a company registered in England and Wales with company number 04010631 whose registered office is at Park House, 37 Clarence Street, Leicester, Leicestershire, England, LE1 3RW.

Conditions: these terms and conditions of business, as amended from time to time in accordance with clause 13.

Contract: the contract between the Company and the Client for the provision of Services, in accordance with the Contract Details, these Conditions and any Schedule(s) or Statement of Work issued by the Company.

Contract Details: the document issued to the Client by the Company providing the bespoke terms of the agreement between the parties.
Data Protection Law: where UK data protection laws apply, the Data Protection Act 2018. Where EU data protection laws apply, Regulation (EU) 2016/679 (the General Data Protection Regulation);

Deliverables: any output or deliverables of the Services and any other documents, information, items and materials, drawings, specifications and data provided or otherwise made available by or on behalf of the Company or its agents, subcontractors and personnel to the Client as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).

Intellectual Property Rights : any patent, utility model, right to inventions, copyright and related rights, moral rights, trademark, service mark, business name and domain name, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in design, copyright, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Parties: means the Company and the Client and “Party” shall be construed accordingly.
Services: the services, including the Deliverables, to be provided by the Company to the Client, pursuant to the Contract, as described in the Schedule(s) or Statement of Work, together with any other services which the Company provides or agrees to provide to the Client from time to time. By agreement, this may include Website Hosting.

Statement of Work: the description or scope of the Services to be provided by the Company to the Client as agreed in writing from time to time.
Website Hosting: the service of website hosting as may be provided by the Company (or its associated company) for the Client from time to time.

1.2       A reference to writing or written includes emails.
1.3       A reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4       A reference to a party includes its successors or permitted assigns;
1.5       A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision; and
1.6       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           GENERAL
2.1       The Contract shall commence on the date when it has been signed by both parties or, if earlier, when the Company starts to provide the Services, and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other such notice as is set out in the Contract Details (or the Schedule(s) or Statement(s) of Work).
2.2       These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3       Any quotation given by the Company to the Client shall not constitute an offer and is only valid for a period of 28 days from its date of issue (provided that the Company has not previously withdrawn it).
2.4       These terms shall apply to any Statements of Work agreed between the parties from time to time in writing as provided in the Contract Details. The Statements of Work shall particularise the Services to be provided by the Company to the Company, as requested from time to time.

3           SUPPLY OF SERVICES
3.1        The Company shall supply the Services to the Client in accordance with the Contract.
3.2        In supplying the Services the Company shall:
(a)              perform the Services with reasonable care and skill;
(b)              perform the Services and deliver the Deliverables in accordance with the description of the Services set out in the Schedule(s) or Statement of Work in all material respects;
(c)               comply with all applicable laws, statutes and regulations from time to time in force, provided that the Company shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract;
(d)              observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Client’s premises and have been communicated to the Company, provided that the Company shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract;
(e)              take reasonable care of all Client Materials in its possession and make them available for collection by the Client on reasonable notice and request, always provided that the Company may destroy the Client Materials if the Client fails to collect the Client Materials within a reasonable period after termination of the Contract.
3.3       The Company shall use all reasonable endeavours to meet any performance dates for the Services but any such dates are estimates only and time shall not be of the essence for the performance of the Services. The Company shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the supply of the Services.
3.4       Any complaints regarding missing, damaged or defective Deliverables must be given in writing to the Company within 72 hours from the date of delivery.
3.5       The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Client in any such event.
3.6       Where the Services to be provided by the Company to the Client include Website Hosting, Schedule 1 of these Terms and Conditions shall also apply to such arrangements.

4.          CHARGES AND PAYMENT
4.1       In consideration for the provision of the Services, the Client shall pay the Company the Charges in accordance with this clause 4.
4.2       All amounts payable by the Client exclude amounts in respect of VAT, which the Client shall additionally be liable to pay to the Company at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
4.3       The Company shall submit invoices for the Charges monthly in arrears (or as otherwise specified in the Contract Details/the Schedule(s)). Each invoice shall include all reasonable supporting information required by the Client. The Company reserves the right to require the Client to pay up to 100% (one hundred per cent) of the Charges before the Services have commenced and the Company will not be obliged to commence work on the Services until this invoice has been settled.
4.4       If approved in advance by the Client, all direct costs and out-of-pocket expenses incurred by the Company in connection with the provision of the Services will be re-charged at cost or according to standard charges as described in the Contract Details (and/or the Schedule(s)) or Statement of Work and are payable by the Client on production by the Company of the appropriate receipts. The Company reserves the right to make additional charges for (i) photography costs relating to the Services, and (ii) the use of images from a photographic library (or similar), provided that such costs must be approved by the Client in advance.
4.5      On receipt of an invoice submitted by the Company, the Client shall pay all undisputed fees, Charges and expenses:
4.5.1   within 30 days of the invoice date unless otherwise stated in the Contract Details or Statement of Work (or as the case may be); and
4.5.2   in full and in cleared funds to a bank account nominated in writing by the Company, and time for payment shall be of the essence of the Contract.
If the Client has any queries as to the amount of the invoice this should be raised in writing within 21 days of receipt of the original invoice otherwise the amount invoiced will be deemed to be agreed.
4.6       If the Client fails to make any undisputed payment due to the Company under the Contract by the due date for payment, then, without limiting the Company’s remedies under clause 10:
(a)            the Client shall pay interest on the overdue amount at a rate of 4% per annum above the base lending rate of the Bank of England. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b)            the Company may suspend all Services until payment has been made in full.
4.7       The Company shall be entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to the Company is late.
4.8       The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction nor withholding required by law).
4.9       The Company is entitled to vary the Charges to take account of:
4.9.1   any additional services requested by the Client which were not included in the Services;
4.9.2    any additional work required to complete the Services which was not anticipated at the outset of the provision of the Services;
4.9.3    any corrective work required to text, images or digital information supplied by the Client that is unclear or unsuitable; and/or
4.9.4    any reasonable increase in hourly rate, if applicable,
provided that, in the case of 4.9.1, 4.9.2 and 4.9.3, such variation is agreed by the Client in advance; and in the case of 4.9.4, the Company shall give the Client not less than 90 days’ written notice in advance of such increase in hourly rate coming into effect.
4.10     The Company shall be entitled to charge 50% of estimated monthly Digital Media Advertising expenditure in advance.
4.11     The company is entitled to charge a 10% sales commission for bearing Digital Media Advertising costs. In these circumstances, the commission will be included in the total price quoted and invoiced.

5           CLIENT OBLIGATIONS
5.1        The Client shall, to the extent reasonably necessary for the performance of the Services:
(a)              co-operate with the Company in all matters relating to the Services;
(b)              provide, for the Company, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, data and other facilities as required by the Company or any of them;
(c)               provide, in a timely manner, such information as the Company may require and ensure that it is accurate and complete in all material respects. In particular, the Client shall be responsible for the accuracy and completeness of the Client Materials.
5.2         The Client shall also be responsible for:
5.2.1    ensuring that the contents of any Statements of Work provided by the Company to the Client are complete and accurate;
5.2.2    promptly making any necessary corrections to proofs and drafts supplied by the Company;
5.2.3     giving prompt final approval to all proofs and drafts supplied by the Company; and
5.2.4    ensuring that the content of all documents produced by the Company as part of the Services complies with any relevant law.
5.3       The Client shall ensure that no information or Client Materials supplied by them to the Company infringe the legal rights of any third party. The Company reserves the right to refuse to use any information or Client Materials provided by the Client unless adequate proof is given of permission to use such information or Client Material.
5.4       The Client agrees that it will not, without the Company’s prior written consent, during the course of the Contract and for a period of 6 months after termination of the Contract or completion of the Services (whichever is the later), enter into a contract for the services of, or attempt to solicit or seek to entice away from the Company any individual who is at the time of the offer (or attempt), a person employed or engaged by the Company, or procure or facilitate the making of any such offer or attempt by any other person. The undertakings in this clause apply to actions carried out by the Client in any capacity and whether directly or indirectly, on its own behalf, on behalf of any other person or jointly with any other person. This clause 5.4 shall survive termination of the Contract.
5.5       If the Company’s performance of the Services is prevented or delayed by any act or omission by the Client, its agents, subcontractors, consultants or employees (Client Default), the Company shall:
5.5.1    without limiting its other rights or remedies, have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent that the Client Default prevents or delays the Company’s performance of any of its obligations;
5.5.2    not be liable for any costs or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay; and
5.5.3     be entitled to payment of the Charges despite any such prevention or delay; and
5.5.4    be entitled to recover any additional costs, charges or losses the Company sustains or incurs that arise directly or indirectly from such prevention or delay.

6           CONFIDENTIALITY
6.1       Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 6.2.
6.2       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 6.2; and
(b)            as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
6.3        Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.
6.4        This clause 6 shall survive termination of the Contract.

7           INTELLECTUAL PROPERTY
7.1        In relation to the Client Materials:
(a)            the Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials; and
(b)            the Client grants to the Company a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of this agreement solely for the purpose of, and to the extent necessary to, provide the Services.
7.2        In relation to the Deliverables:
(a)            the Company and its third party licensors shall retain ownership of all Intellectual Property Rights in the Deliverables (as the case may be); and
(b)            the Company grants to the Client on completion of the Contract, or shall procure the grant to the Client of, in so far as it is able, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this agreement to use, copy and modify the Deliverables for the purpose of receiving and using the Services and the Deliverables in its business; and
(c)             the Client may sub-license the rights granted in clause 7.2(b) to third parties for the purpose of the Client’s receipt of services similar to the Services.
(d)            The Client shall take no steps to apply for or seek to register any Intellectual Property Rights in the Deliverables unless (a) expressly agreed in the Contract and (b) where so agreed, on completion of the Contract and the supply of all Deliverables.
(e)            Where the Deliverables include third party material in which the third party retains intellectual property rights, the Company will pass to the Client such licence to use such third party material as is reasonably available to the Company at that time. The Client will be responsible for any fees or costs of renewing any such licence (as the case may be).
7.3        The Company shall indemnify and keep indemnified the Client (and its affiliates) in full against any and all liabilities, claims, costs (including reasonable legal costs), expenses, damages and losses  which the Client (or its Affiliates) may incur, suffer or sustain arising out of, or in connection with, any claim or allegation that the receipt, use or supply of the Services and/or the Deliverables (or any of them) infringe the Intellectual Property Rights of any third party.

8           TERMINATION
8.1        Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
(a)            the other party commits a material breach of any term of the Contract and, in the case of a breach capable of being remedied, fails to remedy it within 10 days of being given written notice from the other party to do so; or
(b)            the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or
(c)             the other party 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
(d)            the other party ceases to carry on its business or substantially the whole of its business; or
(e)            the other party 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.
8.2        Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Client if:
(a)            the Client fails to pay any undisputed amount due under the Contract on the due date for payment and fails to pay such outstanding amounts within 2 weeks after being notified in writing do to so; or
(b)            there is a change of control of the Client.
8.3        The Company may suspend provision of the Services if the Client becomes subject to any of the events listed in clause 8.1(a) to 8.1(e), or the Company reasonably believes that the Client is about to become subject to any of them.
8.4        In the event of termination of the Contract for any reason:
(a)            the Client shall immediately pay to the Company all of the Company’s outstanding undisputed invoices together with any applicable interest and, in respect of Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, and the Client shall pay such invoice in accordance with the terms of this Contract;
(b)            each party shall, on request, return all Confidential Information to the disclosing party;
(c)             the Client shall, at the Company’s option, return or destroy any Deliverables which have not been fully paid for. Until they have been returned or destroyed, the Client shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Contract;
(d)            the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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; and
(e)            any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect; and
(f)             any licenses granted by the Company or the Client under the Contract shall terminate immediately.

9           LIMITATION OF LIABILITY
9.1        Nothing in the Contract shall exclude or limit the liability of either Party for:
9.1.1     in the case of the Company, its liability to the Client under the indemnities in clauses 7.3 and 19.4;
9.1.2     death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
9.1.3     any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
9.1.4     fraud or fraudulent misrepresentation; or
9.1.5     any other liability which cannot be excluded or limited under applicable law.
9.2        Subject to clause 9.1:
9.2.1     neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for:
(i)              loss of profits;
(ii)             loss of sales or business;
(iii)            loss of agreements or contracts;
(iv)            loss of anticipated savings;
(v)             loss arising out of any damage to or loss of Client Materials;
(vi)            loss of or damage to goodwill; and
(vii)          indirect or consequential loss.
9.2.3     Each Party’s liability to the other, in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £1,000,000 (save that in relation to Website Hosting, the liability for Website Hosting is set out in Schedule 1).
9.3        The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9.4        This clause 9 shall survive termination of the Contract.
 
10        FORCE MAJEURE
10.1     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, pandemic, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply (Force Majeure Event), and the party shall be entitled to a reasonable extension of its obligations.
10.2     If the Force Majeure Event prevents the Company from providing any of the Services for more than 6 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate the Agreement immediately by giving written notice to the Client.

11        ASSIGNMENT
11.1     The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Company’s prior written consent.
11.2     The Company shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract, without the Client’s prior written consent.

12        ENTIRE AGREEMENT
12.1     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 and shall exclude any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
12.2     The Client 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 (whether made innocently or negligently) that is not set out in the Contract. The Client agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

13        VARIATION
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14        THIRD PARTY RIGHTS
Nothing in this Contract gives rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15        SEVERANCE
If any term or 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 term or provision shall be deemed deleted. Any modification to or deletion of a term or provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

16        WAIVER
16.1     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 right or remedy.
 
16.2    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.

17         NOTICES
17.1      Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(a)              delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
(b)              sent by email to the address notified in writing to the other party
17.2      Any notice shall be deemed to have been received:
(a)              if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(b)              if sent by pre-paid first-class post or other next working day delivery services at 9.00am on the second Business Day after point or at the time recorded by the delivery service; and
(c)               if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 16.2(b), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
17.3      This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

18         GOVERNING LAW
This 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. 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 of claims) arising out of or in connection with the Contract or is subject matter or formation.

19        DATA PROTECTION
19.1     The Parties acknowledge and agree that it is not the intention of this Contract that the Company will process any personal data by the Company in the course of complying with its obligations under this Contract, including for the avoidance of doubt in providing any of the Services.
19.2     Notwithstanding clause 19.1, the Parties acknowledge and agree that where a Party does process personal data under or in connection with this Contract it alone determines the purposes and means of such processing as an independent controller.
19.3     Notwithstanding clause 19.1, if the Company processes any personal data under or connection with this Contract, it shall:
19.3.1  ensure that it processes such personal data fairly and lawfully in accordance with Data Protection Law on the basis that the data subject has unambiguously given his or her consent, or on the basis of some other valid ground provided for in Data Protection Law;
19.3.2  notify the Client without undue delay after, and in any event within 24 hours of, becoming aware of a personal data breach; and
19.3.3  assist and co-operate fully with the Client to enable the Client to comply with its obligations under Data Protection Law, including but not limited to in respect of keeping personal data secure, dealing with personal data breaches, complying with the rights of data subjects and carrying out data protection impact assessments.
19.4     The Company shall indemnify and keep the Client (and its affiliates) indemnified fully and effectively against any and all losses, claims, damages, costs (including reasonable legal fees), liabilities and expenses which the Client (or any of its affiliates) may suffer, incur or sustain or which may be brought or established against the Client (or any of its affiliates) and which in any case arises out of or in connection with or by reason of any breach of the Company’s obligations under this clause 19. 

 
SCHEDULE 1: WEBSITE HOSTING
 
1.     In this schedule, the following additional definitions shall apply to the provision of website hosting by the Company to the Client:
a.     Hosting Charges: the charges in respect of the Hosting Services set out in Company’s standard price list, a Statement of Work or as agreed with the Client from time to time (as the case may be).
b.    Malicious Attacks: cyber attacks and similar malicious attacks including ransomware and attacks on the security of the network and information systems.
c.     Materials: the content provided to the Company by the Client from time to time for incorporation in the Site.
d.    Hosting Services: the hosting services in respect of the Client’s Site(s) to be provided by the Company as set out in the Statement of Work or the Client’s order for these services (as the case may be).
e.     Site: the website of the Client to be hosted by the Company under this agreement.
f.      Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to confidentiality, integrity, or availability (including but not limited to weaknesses to Malicious Attacks), and the term Vulnerabilities shall be interpreted accordingly.
 
2.     The Company shall provide to the Client the Hosting Services, such Hosting Services to be provided with reasonable care and skill. The Company does not warrant that:
a.     The Client’s use of the Hosting Services will be uninterrupted or error-free; and
b.     The Hosting Services or the Site will be free from Vulnerabilities and the risk of successful Malicious Attacks, which may interrupt or interfere with the Hosting Services.
 
3.     The Company is permitted to out source the Hosting Services to a third party provider. The Client acknowledges that the service provided by the third party provider:
a.     may require periods of downtime by reason of upgrades and maintenance to the Hosting Services;
b.     service levels are set by third party suppliers who impose their own service levels (and such service levels will be accepted by the Client); and
c.     may be reliant on other providers for infrastructure (common to many hosting services) which is outside the control of both the Company and its third party provider, and for which the Company and the third party cannot guarantee uninterrupted or error free service.
 
4.     Unless otherwise agreed in writing, the Client shall be responsible for the accuracy and completeness of the Materials. The Company shall not be liable for any delays in implementing or providing the Hosting Services resulting from the Client’s failure to provide the Materials or for providing inaccurate Materials.
 
5.     Unless otherwise agreed in writing, the Client shall issue an annual VAT invoice in respect of the Hosting Charges, and the Client shall pay to the Company (or its associated company as the case may be) the Hosting Charges set out in the invoice within 30 days of the date of the invoice. In the event of non-payment of the Hosting Charges, the Client may suspend the Hosting Services.
 
6.     Subject to clause 9.1 and 9.2.1 of the Terms and Conditions, the Company’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with the Hosting Services, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed twice times the total Hosting Charges payable by the Client to the Company under this agreement in that calendar year.
 
7.     The Hosting Services shall not include any updates to the Site with Materials. Such updates will be chargeable separately, and will be set out in a Statement of Work.
 
8.     This agreement shall continue, unless terminated earlier in accordance with clause 8 of the Terms and Conditions or this clause 7, until the first anniversary of the start date of the Hosting Services (Initial Term), when it shall terminate automatically without notice unless, no later than 3 months before the end of the Initial Term, the parties agree in writing that the term of the agreement shall be extended until the second anniversary of the Effective Date (Extended Term). Unless it is terminated earlier in accordance with this clause 7, the agreement shall terminate automatically without notice at the end of the Extended Term.