TERMS AND CONDITIONS

DATA PROTECTION

1. These Conditions

These Conditions apply between any person to whom We provide any services (referred to in these conditions as the Customer or You) and Segmentor Ltd (Us)

2. Data Protection

In regard to these Conditions the following definitions apply;

i. Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the an Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable an Union regulation relating to privacy;

ii. Data Controller: is Customer (You);

iii. Data Processor: is Segmentor Ltd (Us);

iv. Applicable Laws; (for so long as and to the extent that they apply to Us) the law of the an Union and the law of any member state of the an Union and/or Domestic UK Law;

v. Domestic UK Law: means the UK Data Protection Legislation and any other law that applies in the UK;

vi. Personal Data: has the meaning as given to such term in the Data Protection Act 2018; and

vii. UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.

2.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Condition 1 is in addition to, and does not relieve, remove or replace, either of ours obligations under the Data Protection Legislation.

2.2. Both parties acknowledge that for the purposes of the Data Protection Legislation that the Customer is the data controller and Segmentor Ltd is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

2.3. Without prejudice to the generality of Condition 2.1, the Customer will ensure that they have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Segmentor Ltd for the duration and purposes of this agreement.

2.4. Without prejudice to the generality of Condition 2.1. Segmentor Ltd shall, in relation to any Personal Data processed in connection with the performance by Segmentor Ltd of their obligations to the Customer:

a. process that Personal Data only on the written instructions by the Customer unless Segmentor Ltd are required by Applicable Laws to otherwise process that Personal Data. Where Segmentor Ltd are relying on laws of a member of the an Union or an Union law as the basis for processing Personal Data, Segmentor Ltd shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Segmentor Ltd from so notifying the Customer;

b. ensure that Segmentor Ltd have in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by Segmentor Limited);

c. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

d. not transfer any Personal Data outside of the an Economic Area unless the Customer’s prior written consent has been obtained and the following conditions are fulfilled:

i. Both parties have provided appropriate safeguards in relation to the transfer;

ii. the data subject has enforceable rights and effective legal remedies;

iii. Segmentor Ltd comply with their obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

iv. Segmentor Ltd comply with reasonable instructions notified to them in advance by the Customer with respect to the processing of the Personal Data;

e. assist the Customer, at their cost, in responding to any request from a Data Subject and in ensuring compliance with the Customers obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

f. notify the Customer without undue delay on becoming aware of a Personal Data breach;

g. at the written direction by the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and

h. maintain complete and accurate records and information to demonstrate Segmentor Ltd compliance with this Condition 2.4

2.5. The Customer consents to Segmentor Ltd appointing a third-party processor of Personal Data. Segmentor Ltd confirms that they have entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms that are substantially similar to those set out in this Condition 2.5. As between the Customer and Segmentor Limited, Segmentor Ltd shall remain fully liable for all acts or omissions of any third-party processor appointed by Segmentor Ltd pursuant to this Condition 2.5.

Both parties, may, at any time on not less than 30 days’ notice, revise these Conditions by replacing them with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

DIGITAL MARKETING

1. These Conditions

These Conditions shall, together with the Proposal issued to You by Us describing the Services, constitute the whole agreement between You and Segmentor Ltd (Us).

2. The Services

2.1. We will provide the Services to You during the Term.

2.2. For Us to provide the level of service proposed we will require input from You to gather information about your business, products and services relevant to the Services. You shall devote such time as is reasonably necessary to provide this information in a timely manner upon request and will make a suitable manager or another senior employee available when reasonably necessary to facilitate the orderly flow of requests and information between Us and You.

3. Payment Terms

During the Term, You will pay the Charges on the dates specified above. Monthly invoices will be sent 30 days in advance of each payment date.

4. Consequences for Late Payment

4.1. If our Charges are not settled in accordance with our payment terms then, without prejudice to any other rights we may have, we reserve the right to suspend performance of the Services until payment is received in full. Prompt payment is therefore required in order that no disruption to the Services provided by Us takes place.

5. Disclosure and Intellectual Property

5.1. Neither party shall at any time disclose to any third party any confidential information of the other party which is acquired prior to or during the term of this Agreement.

5.2. All parties acknowledge that each party owns the Intellectual Property rights of their own brand and any designer content created by them.

6. Term and Termination:

6.1. This Agreement shall come into force on the date of receipt of the Initial Payment.

6.2. After the Initial Term this Agreement shall renew automatically for successive Additional Terms of six months, unless You cancel the provision of the Services in
accordance with the notice requirements in clause 7, or this agreement is terminated earlier in accordance with these Conditions.

7. Cancellation of Services by You

7.1. In the event that You wish to cancel receipt of the Services provided by Us, You must give Us notice of your intention to do so. You must give Us notice at least 30 days before the Initial Term or Additional Term (as applicable) ends. If You do not give sufficient notice to cancel the Services, an Additional Term will automatically apply, so it is important that You give notice in good time.

7.2. You can give notice verbally to your account manager, but it must be confirmed in writing by email to [email protected] If You receive an automated response that indicates that we may not have received your email, it is important that You try again or send Us a letter in the post to our registered office.

8. Cancellation or Suspension of Services by Us

8.1. We can suspend the provision of the Services if You do not meet any of your payment obligations (whether as to the amounts or dates of payment) or we can cancel this Agreement by giving You written notice.

8.2. A cancellation notice issued by Us under clause 8.1 will be effective immediately, and we shall be entitled (but not required) to issue you with an invoice for the balance of the Charges that would have fallen due over the remainder of the Initial Term or Additional Term (as applicable).

9. Transfer of the Site(s) receiving the Services

9.1. If the ownership of the Site(s) receiving the Services transfers to another business, You will remain liable for the Agreed Budget Charges for the remainder of the Term unless we consent to the novation of this Agreement to the new owner.

9.2. If You notify Us that You have closed the Site(s) receiving the Services and no longer have an interest in receiving the Services, we may (at our discretion) terminate this Agreement with immediate effect. If we do so, we may issue You with an invoice for the balance of the Charges that would have fallen due over the remainder of the Initial Term or Additional Term (as applicable).

10. Our Liability

10.1. We shall not be liable to You for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

10.2. Our aggregate liability to You in respect of any claims based on events in any 12 month period arising out of or in connection with this Agreement (or any related contract including website design or hosting), whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the total Charges actually paid by You to Us under this Agreement and any related contract in that 12 month period.

10.3. Nothing in this Agreement shall operate to exclude or limit our liability for:

a. death or personal injury caused by our negligence;

b. fraud;

c. any other liability which cannot be excluded or limited under English law.

11. Bankruptcy

In the event of either party becoming bankrupt or insolvent or committing any act of bankruptcy or insolvency or going into liquidation or in the event that a Receiver or Administrator or Administrative Receiver is appointed in respect of any of its assets, the other party shall have the right to terminate this contract with immediate effect with no further liability (save for any accrued rights of action or damages due to them on the date of termination) to the other party.

12. Data Protection

12.1. We will both comply with all applicable requirements of the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation (EU) 2016/679) and any other directly applicable European Union regulation relating to privacy (“Data Protection Legislation”). This Condition is in addition to, and does not relieve, remove or replace, either of our obligations under the Data Protection Legislation.

12.2. The provisions to our Data Protection Terms and Conditions, as amended from time to time, shall apply to this agreement as if they were set out in full to these Conditions.

13. Governing Law and Jurisdiction

This agreement and any dispute or claim arising out of or in connection with it or its formation, including non-contractual disputes or claims, shall be governed by English Law, and the parties submit to the exclusive jurisdiction of the courts of England to settle any such dispute or claim.

WEBSITE DESIGN AND DEVELOPMENT

1. These Conditions

These Conditions shall, together with the Proposal issued to You by Us describing the Services, constitute the whole agreement between You and Segmentor Ltd (Us) relating to the design and development of the Site.

2. The Services

2.1. We shall:

a. design the look and feel of the Site;

b. design, develop and deliver the Site in accordance with the Proposal; and

2.2. Our ability to provide the Services is dependent upon your full and timely co-operation which You agree to provide and the accuracy and completeness of any information and data You provide to Us. Accordingly, You shall provide Us with access to, and use of, all content, information, data and documentation reasonably required by Us for our performance of the Services under this agreement.

2.3. If You don’t respond to a request for information or content within 30 days of such a request being made by a member of the team allocated to progress the Site, We may conclude that You have cancelled your requirement for the provision of the Services. The consequences of this are set out in clause 9 of these Conditions.

2.4. Save in respect of any content created by Us, You shall be responsible for the accuracy and completeness of the content of the Site.

3. Development and Acceptance of Site

3.1. Once We have completed the design and development of the Site in accordance with the Proposal, We shall run a series of “Acceptance Tests”. The Acceptance Tests test the technical functionality (but not the content) of the Site against any Site specifications in the Proposal or the agreed design. We will explain the detail of such tests at the relevant time.

3.2. “Acceptance” of the Site shall occur when the Site has passed the Acceptance Tests. Please be aware that whilst We aim to deliver a Site that contains all of your required content, Acceptance of the Site is not reliant upon all of the required content being included if We have requested this content at least 30 days before the Acceptance date but it has not been provided to Us.

3.3. Acceptance of the Site will trigger payment of the final instalment of the Fee. We will notify You when the Acceptance Tests have been passed and provide the results of the Acceptance Tests to You in writing if You request.

3.4. If any failure to pass the Acceptance Tests results from a defect which is caused by any act or omission by You, the Site shall be deemed to have passed the Acceptance Tests despite the defect. We will help You to remedy the defect by supplying additional services or products but You may need to pay Us for such additional services at our then current Fees and prices.

4. Payment Terms

You will pay the Fee on the dates specified above. Invoices will be sent on or before each payment date and must be settled within 14 days of the payment date.

5. Consequences for Late Payment

5.1. If our Fee is not settled in accordance with our payment terms then, without prejudice to any other rights We may have, We reserve the right to suspend performance of the Services until payment is received in full. Prompt payment is therefore required in order that no disruption to the Services provided by Us takes place. We may also be entitled to assume that You no longer require the Services. The consequences of this are set out in clauses 9 and 10 of these Conditions.

6. Disclosure and Intellectual Property

6.1. Neither party shall at any time disclose to any third party any confidential information of the other party which is acquired prior to or during the term of this Agreement or in the course of the provision of the Services.

6.2. We may include the statement “Designed, Promoted & Powered by Segmentor Ltd” on the home page of the Site in a form to be agreed upon. We may also include the Site in our Portfolio.

7. Intellectual Property Rights

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, 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.

7.1. All Intellectual Property Rights in the Site (excluding any content of the Site supplied by You) arising in connection with this agreement shall be our property, but We grant You a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the Site only.

7.2. You shall ensure that the content provided by You for the Site does not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (known as “Inappropriate Content”)

7.3. Save where You have engaged Us to create content, You acknowledge that We have no control over any content placed on the Site by visitors and We will not monitor the content of the Site. We reserve the right to remove content from the Site where We reasonably suspect such content is Inappropriate Content. We shall notify You promptly if We become aware of any allegation that any content on the Site may be Inappropriate Content.

7.4. You shall indemnify Us against all damages, losses and expenses arising as a result of any action or claim that the content You have supplied for the Site infringes the Intellectual Property Rights of a third party.

7.5. We shall indemnify You against all damages, losses and expenses arising as a result of any action or claim that the Site infringes any Intellectual Property Rights of a third party in the UK, other than infringements referred to in clause 7.4.

7.6. The indemnities in clause 7.4 and clause 7.5 are subject to the following conditions:

a. the indemnified party promptly notifies the indemnifier in writing of the claim;

b. the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent;

c. the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require;

d. the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim; and

e. the indemnities may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, specifications or instructions of the indemnified party.

8. TERM AND TERMINATION:

8.1. This Agreement shall come into force on the date that it is signed but We are not required to carry out any work until We have received payment of the Initial Charge.

8.2. Unless You cancel the provision of the Services in accordance with the notice requirements in clause 9, or this agreement is terminated earlier in accordance with these Conditions, this Agreement will end on the first anniversary of the date of this Agreement unless We agree to extend it.

8.3. On termination of this Agreement We shall be entitled to elect to issue You with an invoice for the balance of the Fee or such lesser amount as We in our absolute discretion decide is a fair reflection of the work done on the Site (including scoping, planning and project management) up to the termination date.

8.4. On termination of this Agreement all licences granted by Us to You under this Agreement shall terminate immediately.

8.5. On expiry or termination of this agreement otherwise than pursuant to clause 10, We will return all content supplied by You to You and shall provide You with an electronic copy of the Site (including all content on the Site) upon settlement of the Fee due to Us. We shall provide such assistance as is reasonably requested by You in transferring the hosting of the Site to You or another service provider, subject to the payment of any expenses reasonably incurred.

9. Cancellation of Services by You

9.1. In the event that You wish to cancel the receipt of the Services provided by Us, You must give Us notice of your intention to do so. You must give Us notice in writing to [email protected] If You receive an automated response that indicates that We may not have received your email, it is important that You try again or send Us a letter in the post to our registered office.

9.2. If You don’t respond to a request for information or content within 30 days of a request for information, content or document being made pursuant to clause 2 of these Conditions by a member of the team allocated to progress the Site, We shall be entitled to treat this failure to respond as a cancellation by You of the provision of the Services. It is therefore important that You do respond to such requests.

9.3. If You cancel the receipt of the Services or We are entitled under these Conditions to treat a failure to respond as a cancellation, We shall be entitled to elect to issue You with an invoice for the balance of the Fee or such lesser amount as We in our absolute discretion decide is a fair reflection of the work done on the Site (including scoping, planning and project management).

10. Cancellation or Suspension of Services by Us

10.1. We can suspend the provision of the Services if You do not meet any of your payment obligations (whether as to the amounts or dates of payment) or We can cancel this Agreement by giving You written notice.

10.2. A cancellation notice issued by Us under clause

10.1 will be effective immediately and
We shall be entitled to elect to issue You with an invoice for the balance of the Fee or such lesser amount as We in our absolute discretion decide is a fair reflection of the work done on the Site (including scoping, planning and project management).

11. Warranties

11.1. We shall perform the Services with reasonable care and skill.

11.2. We warrant that the Site will perform substantially in accordance with the agreed Site specifications (as set out in the Proposal or an agreed design) for a period of one month from Acceptance. If the Site does not perform, We shall, for no additional charge, carry out any work necessary in order to ensure that the Site substantially complies with the Site specification.

11.3. The warranty set out in clause 11.2 shall not apply to the extent that any failure of the Site to perform is substantially caused by any content supplied by You.

11.4. WordPress Updates – Following your new Site launch, We will apply any available updates at the end of month 1 and month 2 for your Site to core WordPress, theme (if applicable) and plugins. If your Site is hosted externally, the creation and management of your staging environment will be the responsibility of You and your hosting provider. This can include pushing website changes to your live website. The 60 day guarantee does not include resolving any website issues caused manually by You and/or any new requests for additional development outside the scope of the initial website agreement.

11.5. This agreement sets out the full extent of Our obligations and liabilities to You in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are expressly excluded.

12. Our Liability

12.1. We shall not be liable to You for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

12.2. Our aggregate liability to You in respect of any claims arising out of or in connection with this Agreement (or any related contract including website hosting or digital marketing), whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the Fee actually paid by You to Us under this Agreement.

12.3. Nothing in this Agreement shall operate to exclude or limit our liability for:

a. death or personal injury caused by our negligence;
b. fraud;
c. 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; or
d. any other liability which cannot be excluded or limited under English law.

13. Bankruptcy

In the event of either party becoming bankrupt or insolvent or committing any act of bankruptcy or insolvency or going into liquidation or in the event that a Receiver or Administrator or Administrative Receiver is appointed in respect of any of its assets then the other party shall have the right to terminate this contract with immediate effect with no further liability (save for any accrued rights of action or damages due to them on the date of termination) to the other party.

14. Data Protection

14.1. We will both comply with all applicable requirements of the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy (“Data Protection Legislation”). This Condition 14 is in addition to, and does not relieve, remove or replace, either of ours obligations under the Data Protection Legislation.

14.2. The provisions to our Data Protection Terms and Conditions, as amended from time to time, shall apply to this agreement as if there were set out in full in these Conditions.

15. Governing Law and Jurisdiction

This agreement and any dispute or claim arising out of or in connection with it or its formation including non-contractual disputes or claims shall be governed by English Law and the parties submit to the exclusive jurisdiction of the courts of England to settle any such dispute or claim.