1- Definitions and Interpretation
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
- “Agreement” means the agreement between the Client and us which consists of these Terms and Conditions and the Client Form;
- “The Client” shall mean the person, firm, organisation, or company purchasing or agreeing to purchase goods or Services from us;
- “Client Form” shall mean the client form detailing the Services required by the Client by us;
- “Confidential Information” shall mean confidential information (including but not limited to; know-how and trade secrets, customer lists and the terms of the Agreement);
- “Content” means any and all text, images, audio, video, scripts, data, code, software, databases, client lists, product lists, and any other form of information capable of being stored on a computer;
- “Deposit” means a deposit based on the Fees as set out in the Client Form;
- “Fees” means the fees and charges for the Services as displayed on our current price list and within the Client Form;
- “Intellectual Property” means all patents, rights to inventions, copyright 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;
- “Our Site(s)” means the websites managed by us for example, but not limited to: https://www.newforest-online.co.uk, https://www.newforestonline.biz and https://www.beyondtheweb.co.uk/;
- “Party” means a party to these Terms and Conditions;
- “Services” means the services provided by us to the Client such as; website projects, website design projects, email mailboxes, domain names, SSL certificates and website hosting, as more detailed in the Client Form;
- “Terms and Conditions” shall mean these terms and conditions as outlined herein;
- “User” means a user of Our Sites;
- “We/Us/Our” means New Forest Online Limited, a company registered in England under 12289524, whose registered address is 36 St Thomas Street, Lymington, Hampshire, SO41 9NE and whose main trading address is Suite 2, 35B High Street, Lymington, Hampshire, SO419AF. Our VAT number is GB 335 9893 51.
2- Our Agreement
Website Projects, Website Design Projects, and Website Hosting
The “Agreement” begins when we, accept the Client’s, signed Client Form. The Client and User is deemed to accept these Terms and Conditions when the Client and/or User uses Our Sites and Services. The Agreement shall consist of our Services to the Client such as; website projects, website design projects, email mailboxes and website hosting, as more detailed in the Client Form. We try to make sure that the Client’s website is compatible with the latest web browser including; Google Chrome, Microsoft Edge, Mozilla Firefox, and Apple Safari but the Client will need to tell us any other web browser they wish to be compatible with in the Client Form.
3- Providing Services
a) We will try to always make our Services available to the Client, but sometimes they may be affected by things we cannot control, for example, hardware failure and faults in telephone and internet cable networks. We may suspend certain Services but will endeavour to give as much notice as practical.
b) The Services are made available provided they are not used for anything illegal, immoral, or improper.
c) We commit to keep the ‘server’ hosting the Client’s website up and running 24hrs a day, 365 days of the year and has achieved over 99% reliability to date, however, no responsibility or liability can be accepted by us if the Client’s website becomes unviewable at any time.
d) We reserve the right to alter the Client’s technical platform, server capabilities, email capabilities and the computer programmes it uses, as we so choose, for the benefit of the Client.
e) We shall use its reasonable endeavours to deliver the Services as set out in Client Form, but time shall not be of the essence.
f) The Client accepts and acknowledges that we may need to take the server off-line occasionally in order to perform routine maintenance. The maintenance may be due to a critical error where no notice will be given to the Client. Where there is scheduled maintenance, we will inform the Client via email with one (1) days prior notice of such action.
g) The Client during the Term shall:
(i) cooperate with us thoroughly and provide us with such access to the Client’s premises, systems, information, and Content as is necessary for us to provide the Services herein;
(ii) designate a representative to liaise with us in relation to the Services who has legal authority to instruct us, as listed in the Client Form; and
(iii) review and approve or reject deliverables submitted by us within the Timescales set out in the Client Form.
h) The Client may change the Client Form via a Change Order in writing, using the procedure in Clause 3 I) below. In addition, where there is a delay in the Timescales outside our reasonable control, then we shall propose a Change Order (using the procedure in Clause 3 I) below with revised Timescales and Fees.
I) If the Client requests a change to the Client Form, via a Change Order in writing, we shall then submit a written proposal to Client setting out the Change Order proposed changes to the Fees and Timescales. Where there is a delay in the Timescales outside of the reasonable control of us, then we shall propose a Change Order to the Client. Within three (3) Business Days of receipt of the Change Order, from us, the Client will either approve or reject the Change Order proposed changes. If approved, Client shall furnish us with authorised signatures on such revised Client Form. Any such Change Order so approved in writing shall be deemed an amendment to the Agreement. In accordance with the Change Order process set forth above, Client may:
(i) cancel a Service or any portion of it, then Client shall reimburse us for any such actual costs to date (including annual licences), provided Client had approved the commencement of such work;
(ii) substitute a new Service for a cancelled Service, then Client shall reimburse us for any such actual costs to date (including annual licences), provided Client had approved the commencement of such work; and/or
(iii) apply the cost of a cancelled item of Services to changes to remaining Services, provided, however, that in the event that the cost of a cancelled Service cannot be applied to remaining Service (i.e., the costs were for elements unique to such Service), then Client shall reimburse us for any such actual costs to date (including annual licences).
If the Client rejects the Change Order then both Parties may terminate this Agreement subject to Client paying the Client all Fees due or becoming due (including annual licences) and invoiced within seven (7) days of Client rejecting the Change Order.
4- Our Services
a) We will use our reasonable endeavours to keep Our Sites, the Client’s websites and our server(s) free from viruses, malware, bots, cyber-attacks, trojan horses, (or anything else which may damage them ) but we do not guarantee this. Use of our Services and Our Sites are entirely at Client’s and Users own risk.
b) The Client and Users must not:
(i) use Our Sites or the Client’s website to transmit any material which breaches any Intellectual Property right, or which contains viruses, malware, bots, cyber-attacks, trojan horses, (or anything else which may damage them);
(ii) disrupt or damage Our Sites or the Client’s website or any other associated service(s); and
(iii) circumvent any security, firewalls, or other safeguards.
c) We do not permit the Client to be a nuisance or inconvenience to others, including but not limited to; sending unsolicited emails and spam. If the Client does, the Client may be liable to civil or criminal legal action.
d) The Client and User acknowledges that content on Our Sites is be protected by copyright or other rights and laws. The Client and User must comply with all applicable laws and regulations when using Our Sites.
e) The Client and User will indemnify us for any loss, cost, damage, claim, and legal fees arising from the Client’s and/or Users misuse of Our Sites or breach of these Terms and Conditions.
f) Once a website has been produced by us for the Client, and the website has been approved by the Client and published on the internet by us, and all our outstanding invoices have been paid by the Client and the payment of annual third-party software, plug-in and theme licences, the website becomes the property of the Client subject to Clause 8 d) and 16 b).
g) The Client is liable for all Content it provides to us. The Client warrants that the Content is free from any third-party Intellectual Property claim and the Client has the express consent needed under the Data Protection Act 2018. We do not accept any responsibility or liability for displaying incorrect Client Content or Client Content that is not cleared and free for use. The Client is solely responsible and liable for its personal data and their customer’s personal data and to keep it up to date, as set out in their privacy policy and their terms and conditions.
h) We shall endeavour to produce the Client’s website in line with Client’s expectations, but variances and different interpretations will inevitably occur. If the Client requests changes and alterations that are not in line with the original brief in the signed Client Form, we may administer additional Fees to cover this additional work as set out in the Change Order.
I) We reserve the right not to build a website for a Client, or make amendments and changes to a Client’s website, if it is thought that the website changes could be illegal, immoral, or improper in our sole opinion. We will inform the Client of this in writing via email so that the Client may find other options.
j) The Client accepts that where we provide our Services to allow comments or reviews on the Client’s website, we are not liable and we accept any responsibility or liability for monitoring or controlling any submissions on the Client’s website, this shall solely be the liability and the responsibility of the Client.
k) If the Client wishes to transfer their website or email box from us to a different company, a single transfer charge of fifty pounds (£50) (plus VAT) needs to be paid to us before the transfer can take place plus any outstanding fees. Once the transfer has been initiated we are no longer liable or responsible for the ongoing management of the Client’s website. All plugins, themes, website core files and software licences, are the responsibility and liability of the Client, the website owner. The website subscription on our server will be deleted within seven (7) days from the date of transfer.
L) It is the full responsibility of the Client, when providing us with any image(s) and Content for use upon Client’s website that the Client has the right to use such image(s). The Client will be assumed to have warranted that the Client does own the rights to such image(s) and Content or have a license for such use of them. It is therefore essential that the Client makes sure that the Client is not breaching any Intellectual Property rights that may apply, as we will accept no liability for any breach of Intellectual Property rights that may have been breached. Please do be aware that any image(s) and Content the Client, or Client’s agent(s) may find or source through search engine searches, online or anywhere else may not necessarily be free for the Client, to legally re-use without purchasing a license and paying the appropriate copyright holder (or their agent) a fee for such use.
m) The Client warrants that:
(i) it has and will provide us with all necessary cooperation and information required for the proper performance of the Services;
(ii) it has full capacity and authority to enter into and to perform this Agreement; and
(iii) the Client Content provided to us shall not infringe the Intellectual Property of any third party, nor breach any confidentiality, or privacy laws.
n) As a standard requirement of any website build, we insist on the Client having 2 factor verification enabled on their website for security.
5- Mailboxes
a) If a Client wishes to transfer their e-mailbox from us to a different company, a single transfer charge of fifty pounds (£50) (plus VAT) needs to be paid to us before the transfer can take place plus any outstanding fees. Once the transfer has been initiated we are no longer liable or responsible for the management of the Client’s e-mailbox and the mailbox on our server will be deleted within seven (7) days from the date of transfer.
b) The Client is responsible and liable for administering their email service, including requesting additional mailboxes, requesting adding storage capacity, managing settings, and configuring spam filters unless we agree in writing to administer such changes and features. If we agree to make these changes to the email service for the Client, there may be a delay between the date upon which the Client requests a change and the date upon which such change is applied.
c) The Client agrees that technical support may require our access to Client’s Content. The Client is solely responsible for any instructions provided to us as part of a technical support request. The Client understands and agrees that any modifications performed in order to address a technical support issue may affect the functionality of the Client’s email, websites and/or services. It is the Client’s responsibility to ensure that the services are operational and configured to the Client’s needs once we complete the work on a technical support request.
d) The Client hereby acknowledges that we are not responsible or liable for any loss of data or any other liability or damages from use of third-party software to access or manage the Client’s email services. The Client acknowledges it is entirely at the Client’s sole risk.
e) The Client may request an adjustment of the storage capacity of the Client’s individual mailboxes in writing via email, and it is Client’s obligation to monitor and adjust the storage capacity of individual mailboxes as needed. The Client acknowledges that an individual email message that exceeds the per-message size limit of 15MB (including attachments) may be permanently lost. Plus, email that exceeds the storage limit when received may also be permanently lost.
f) The Client acknowledges that the email services are not designed for sending and receiving a high volume of email messages, only 50 emails per hour. The Client must not send out mass mailings such as Mailshots or Newsletters from any of our servers. We may limit the number of email messages that a Client may send and receive and the number of recipients per email message sent over a given time period, as determined by us in our reasonable discretion. Please contact us for more information 01590 688666. We reserve the right to make changes to such limits at any time, with one (1) day’s prior written notice to the Client. We may have to make changes to the email limit for critical circumstances beyond the reasonable control of us , with no notice to the Client. Attempts to circumvent these limits by using multiple accounts or by other means shall constitute a material breach of the Agreement.
6- Terms of Use
Access to Our Sites
Access to Our Sites is provided “as is” and on an “as available” basis. We may alter, suspend, or discontinue Our Sites (or any part of it) at any time and without notice. We will not be liable to the Client and/or the User in any way if Our Sites (or any part of it) is unavailable at any time and for any period of time.
Client Communications
Any material, information, or other communication the Client transmits or posts to Our Sites will be considered non-confidential and non-proprietary (“Communications”). We will have no obligations with respect to the communications. We and our designees will be free to copy, disclose, distribute, incorporate, and otherwise use the communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes.
The Client and the User of Our Sites are prohibited from posting or transmitting to or from Our Sites any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. The Client and the User of Our Sites must be over the age of 18 to submit any information on Our site. Submitted URL links are manually checked upon submission by us to ensure integrity and can be rejected for any reason.
Viruses, Malware and Security
We exercise all reasonable skill and care to ensure that Our Site and our Client’s websites are secure and free from viruses. We do not, however, guarantee that Our Site and our Client’s websites are secure or free from viruses or other malware and accept no liability in respect of the same. The Client is solely liable and responsible for protecting the Client’s hardware, software, data and other material from viruses, malware, bots, cyber-attacks, trojan horses, or any other internet security risks. The Client and the User of Our Sites and our Client’s websites must not deliberately introduce viruses, malware, bots, cyber-attacks, trojan horses, or any other internet security risks, or any other material which is malicious or technologically harmful either to or via Our Site or Cient’s website. The Client and the User of Our Sites must not attempt to gain unauthorised access to any part of Our Site and our Client’s website, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site. The Client and the User of Our Sites must not attack Our Site by means of a denial-of-service attack, a distributed denial of service attack, or by any other means. By breaching this Clause in these Terms and Conditions the Client and/or User may be committing a criminal offence including, but not limited to, the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities, and we will cooperate fully with those authorities by disclosing your identity to them. The Client and the User of Our Sites right to use Our Site and servers will cease immediately in the event of such a breach.
Disclaimer
The materials provided on Our Sites are provided “as is” without any warranties of any kind including warranties of merchantability, fitness for a particular purpose, or non-infringement of Intellectual Property. We further do not warrant the accuracy and completeness of the materials on Our Sites. We may make changes to the materials on Our Sites, or to the information, products and prices described in them, at any time, without notice. The materials on Our Sites and our Client’s websites may be out of date, and we make no commitment to update the materials on Our Sites.
Limitation of liability
a) In no event will we, our suppliers, or other third parties mentioned in these Terms and Condition be liable for any damages whatsoever (including, without limitation, those resulting from; lost profits, lost data, loss of contracts or business interruption) arising out of the use, inability to use, or the results of use of Our Sites, our Client’s websites, any websites linked to Our Sites, or the materials or information contained at any or all Our Sites , whether based on warranty, contract or tort and whether or not advised of the possibility of such damages. If the Client and the User of Our Sites use of the materials or information from Our Sites results in the need for servicing, repair or correction of equipment or data, the Client and/or the User of Our Sites assume all costs thereof.
b) In no event will we, our suppliers, or other third parties mentioned in these Terms and Condition be liable for any damages whatsoever (including, without limitation, those resulting from; lost profits, lost data, loss of contracts or business interruption) arising out of the use, inability to use, or the results of use of the Client’s website and email mailboxes, any websites linked to the Client, or the Client’s materials or information, whether based on warranty, contract or tort and whether or not advised of the possibility of such damages. If the Client use of their website results in the need for servicing, repair or correction of equipment or data, the Client assume all costs thereof.
c) The Client shall indemnify and hold harmless us from all damages, liabilities, and reasonable costs (including “out of house” legal fees) incurred as a result of any third-party claim by dealing in the Client’s business, our use or possession of the Client’s Content or Client’s website infringes the Intellectual Property of a third party, is in breach of a third-party right of confidentiality and/or privacy, provided that we:
(i) promptly notify the Client in writing of the claim;
(ii) make no admissions or settlements, without the Client’s prior written consent; and
(iii) provide all reasonable assistance to the Client in defending or settling the claim, at the Client’s sole expense.
d) The limitations and exclusions in this Clause shall not apply to:
(i) liability arising as a result of a Party’s fraud, fraudulent misrepresentation, or wilful default;
(ii) death or personal injury caused by a Party’s proven negligence; or
(iii) a proven breach by either Party of its obligations of confidentiality or personal data.
Insurance
a) We shall, throughout the Term of the Agreement maintain in force, with a reputable insurance company, professional indemnity insurance of not less than £1,000,000 to cover the liabilities that may arise under or in connection with the Agreement and shall, on the Client’s request, produce the insurance certificate giving details of cover.
b) We shall hold employer’s liability insurance for £10,000,000 in respect of all persons employed by us in relation to this Agreement, in accordance with any legal requirement for the time being in force, and shall, on the Client’s request, produce the insurance certificate giving details of cover.
c) We shall hold public liability insurance of not less than £1,000,000 for any one incident and shall, on the Client’s request, produce the insurance certificate giving details of cover.
d) We shall hold cyber data protection for data cover, ransomware, clear business interruption and social engineering, of not less than £1,000,000 for any one incident and shall, on the Client’s request, produce the insurance certificate giving details of cover. However, we do recommend that the Client takes out its own cyber data protection insurance for its website and data.
Applicable law
Our Sites are administered by New Forest Online Limited based in England, UK. We make no representation that materials at Our Site are appropriate or available for use outside the United Kingdom, and access to them from territories where their contents are illegal or prohibited. The Client and the User of Our Sites may not use or export or re-export the materials on Our Sites or any copy or adaptation in violation of any applicable laws or regulations including without limitation UK export laws and regulations. If the Client and the User of Our Sites choose to access Our Sites from outside the UK, the Client and the User of Our Sites do so under their own initiative and are liable and responsible for compliance with applicable local laws.
7- Links
Links to Our Sites
a) Client and the User of Our Sites may not link to any page other than Our Site, https://www.newforestonline.biz. Deep-linking or scrapping of any form to any other of Our Site pages requires our express written permission. Please contact us at info@newforest-online.co.uk for further information. Framing or embedding of Our Site on other websites is not permitted without our express written permission. Please contact us at info@newforest-online.co.uk for further information.
b) Client and the User of Our Sites may not link to Our Site from any other website the main content of which contains material that: is sexually explicit; is obscene, deliberately offensive, hateful or otherwise inflammatory; promotes violence; promotes or assists in any form of unlawful activity; discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation, or age; is intended or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person; is calculated or is otherwise likely to deceive another person; is intended or is otherwise likely to infringe (or to threaten to infringe) another person’s privacy; misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive.
Links to other websites
Links to third party websites on Our Site are provided solely as a convenience to the Client and the User of Our Sites. The inclusion of a link to another site on Our Site does not imply any endorsement of the websites themselves or of those in control of them. If the Client and the User of Our Sites use these links, Client and the User of Our Sites will leave Our Sites and do so entirely at their own risk. We have not reviewed all of these third-party websites and does not control and is not responsible for any of these websites or their content. We do not endorse or make any representations about the third-party websites, or any information, software or other products or materials found there, or any results that may be obtained from using them. Unless expressly stated, these websites are not under our control. We neither assume nor accept responsibility or liability for the content of third-party websites.
8- Fees and Payments for Services
a) A non-refundable Deposit shall be taken at the time of order which amount shall be stated in the Client Form.
b) Design and build Fee is made by invoice once the design and build phase of the order under the Client Form has been completed, it is then subject to Clause 8 d) below.
c) For website hosting, the Client can either pay the hosting Fees annually in advance, or via a monthly payment scheme, subject to a minimum term of twenty-four (24) months as set out in the Client Form.
d) All invoices require full payment within fourteen (14) days of date of invoice.
e) If an outstanding Client invoice remains unpaid after fourteen (14) days, we reserve the right to remove that Client’s website and associated information from the internet until payment has been received. In addition, if any payment due is not made on the due date we may charge interest thereafter on such sum at 8 per cent (8%) per annum above the base rate from time to time of Bank of England accruing every fourteen (14) days after the invoice becomes overdue, until payment is made, whether before or after any court judgment or settlement.
f) Any orders that involve payment made by standing order will have the first payment drawn from their designated account fourteen (14) days after date Client Form is signed. Fees are subject to change without notification.
g) All prices are subject to an additional charge at the current rate of value added tax (vat).
h) Time for payment and providing the Content by the Client to us shall be of the essence in this Agreement.
9- Term
The Term is set out in the Client Form. All websites hosted by us are subject to a minimum Term of twenty-four (24) months from time of publication of the website, thereafter the Term is on a rolling annual renewal and annual renewal licences, subject to termination under Clause 12. The Term for designing and building a website only, shall expire upon completion of the Services and full payment of invoices.
Liability
a) We are only liable as set out in these Terms and Conditions. We have no other duty or liability to the Client and the User of Our Sites.
b) We are not liable in any way for any loss of income, business, loss of contracts or profits, or for any loss or damage that was not reasonably foreseeable at the time the Client entered the Agreement. We are not liable to the Client in respect of any products or Services the Client orders from us.
c) We will not be liable if we cannot perform our duties or provide our Services because of something beyond our reasonable control such as a force majeure. In such circumstances the Term of the Agreement shall be suspended until we can resume the Services to the Client again and no compensation will be given.
d) This Clause 10 will apply even if these Terms and Conditions or the Agreement has expired or is terminated.
11- When we may suspend or disconnect our Services
a) We may suspend our Services, disconnect any website, and/or email mailbox from the internet without warning if:
(i) the server breaks down or needs maintenance. We will try to make sure this does not happen often;
(ii) the Client does not keep to the conditions of these Terms and Conditions, and the Agreement with us;
(iii) the Client or their employees, agents, or sub-contractors, puts Our Sites and/or servers at risk, or abuses or threatens our staff; and
(iv) The Client does not fulfil Clause 8 c).
b) We can charge the Client an additional Fee to reconnect the Client to our servers and Services again, except where Clause 11a)(i) applies, where we will not charge an additional Fee for the Services.
12- Termination of the Agreement
a) We can terminate the Agreement immediately if any of the following happens:
(i) the Client is in breach of any Clause of these Terms and Conditions and/or the Agreement and does not put it right within seven (7) days of us asking the Client to do so in writing (email to suffice);
(ii) the Client does not pay any invoice on time, as described in Clause 8 d);
(iii) the Client becomes insolvent; bankrupt, goes into liquidation or administration;
(iv) the Client, in our sole view, commits an act that could damage the goodwill and/or reputation of us; or
(v) if the Client rejects a Change Order as set out in Clause 3 I).
b) The Client may terminate the Agreement in writing (email to suffice):
(i) after ninety (90) days’ written notice or earlier solely at our discretion; or
(ii) within fourteen (14) days of purchasing our Services and the Client shall receive a refund within fourteen (14) days of communicating (in writing) the Client’s decision to cancel. If our Services have already commenced during the fourteen (14) day period we are entitled to be paid for all work completed until the written notice of cancellation and will promptly invoice the Client for all Services performed but not yet invoiced.
In both instances we will retain all work produced until the outstanding balance is paid in full.
c) If the Client terminates the Agreement the Client’s website will either; be immediately removed from the internet by us or the Client can request a transfer of their website from the care of us to a different hosting company at any time. Please note, this means that we are then no longer liable or responsible for the ongoing management of the Client’s website and any hosting once transfer has been initiated (this includes but not limited to; supplying website files to the new hosting company or updating domain DNS or any other way in which transfer of hosting a website takes place). All plugins, themes and website core files are the responsibility and liability of the new website hosting owner. The website subscription including the website files which are hosted on our server(s) will be deleted within seven (7) days of successful transfer to the new website host.
d) On termination of the Agreement , if the Client pays monthly, the Client must pay any outstanding sums including any annual licences such as plug-in or themes, inclusive of the ninety (90) days’ notice period, owed to us to fulfil Clause 8 d).
e) On termination for any reason:
(i) the Client shall pay all of the Fees and costs that have accrued before the date of termination, whether or not these have been invoiced, and our Fees for Services satisfactorily provided up to the date of termination;
(ii) the Client shall return or destroy (at our sole option) all of our Confidential Information and all copies of such Confidential Information, and shall certify that it has done so; and
(iii) we shall return or destroy (at the Client’s option) all Confidential Information and Client data of the Client, and all copies of such Confidential Information and Client data and shall certify that it has done so.
f) Termination or expiry of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.
13- Dispute Resolution
a) In the event of any dispute arising between the parties out of or in connection with this Agreement, the parties shall, within ten (10) Business Days of a written request from one Party to the other, seek to resolve the dispute through discussions between their respective representatives who have authority to settle the dispute.
b) If the dispute is not resolved within thirty (30) Business Days of the written request then the Parties shall attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. The mediation shall take place in London, England and the language of the mediation shall be English.
c) If the mediation is not successful then the parties may refer the dispute to the courts as listed in Clause 14 b) below.
14- General
a) We may revise these Terms and Conditions at any time by updating this post. The Client and User should visit this page from time to time to review the then-current Terms and Conditions because they are binding on them. Certain provisions of these Terms and Conditions may be superseded by expressly designated legal notices or terms located on particular pages at this website.
b) The laws of England and Wales will apply to these Terms and Conditions and the Agreement, and any disputes will be settled exclusively in the courts of England.
c) If a Clause or condition of these Terms and Conditions is not legally effective, invalid, or unenforceable, the remainder of these Terms and Conditions shall remain valid and We can replace, at our sole discretion any such Clause or condition that is not legally effective invalid, or unenforceable, with a Clause or condition of similar meaning.
d) In connection with any of our Services, we shall solely act as a “data processor” of any information the Client and/or User gives us, and the Client and/or User shall act as a “data controller” (as such terms are defined in the Data Protection Act 2018). We will, in relation to that information: (1) act on the Client and/or User’s instructions only; and (2) comply with obligations to those imposed Data Protection Act 2018. We shall provide the Client with our current Privacy Policy before the signature of this Agreement.
e) There are a number of details described in the ‘Terms of Use’ on newforest-online.co.uk and www.newforestonline.biz which will also apply to Our Sites.
f) Each Party acknowledges that in entering into this Agreement 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 this Agreement.
g) Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
h) No variation of this Agreement shall be effective unless confirmed in writing by us.
I) Nothing in this Agreement shall limit or exclude any liability for fraud.
j) Neither Party shall assign, novate, transfer, or otherwise dispose of any or all of its rights and/or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Save that we may sub-licence our obligations herein to sub-contractors and contractors in order to provide the Services, without the written consent of the Client.
k) A person who is not a Party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
15- Independent Contractor
a) Nothing contained in this Agreement shall be construed or deemed to constitute a partnership, contract of employment or joint venture between the Parties to this Agreement and, save as expressly provided in this Agreement, no Party shall hold itself out as the agent of the other. Each Party agrees that it is an independent contractor and is entering into this Agreement as principal and not as agent for or on behalf of any other person.
b) We shall be solely responsible for determining the means and methods used to perform the Services. The Client shall not direct or control us or its employees, agents, or sub-contractors as to the manner or means of performance of the Services.
c) We shall be solely responsible for payment of any and all taxes, national insurance contributions and any other imports duties due on fees paid under this Agreement. The Client shall not withhold or make deductions in respect of any such amounts.
d) We and our employees, agents or subcontractors shall not be eligible to participate in any fringe benefits or programs offered by the Client to its employees, such as; pension contributions, paid holidays, sick pay, or life/medical insurance.
e) We shall indemnify the Client against any claims by HMRC or other authorities that we or any of its employees, agents or sub-contractors are deemed employees of the Client.
f) We may subcontract or delegate aspects of the Services to its own employees, agents, or subcontractors, provided we remain responsible for meeting the obligations under this Agreement.
g) We shall not be required to comply with any of the Client’s policies concerning annual leave, working hours or similar employment matters.
16- Intellectual Property
a) Ownership of pre-existing IP. Any intellectual property rights owned by a Party before the commencement of this Agreement shall remain vested in that Party.
b) Ownership of developed IP. Intellectual Property rights in any materials, documentation or other items that are created by us specifically for the purposes of providing the Services to the Client shall be owned by the Client upon payment of the Fees in full and subject to third-party licences.
c) License to pre-existing IP. Each Party grants the other a non-exclusive, royalty-free, non-transferable license to use its pre-existing Intellectual Property rights only to the extent necessary for performing its obligations and exercising its rights under this Agreement and subject to third-party licences.
d) Each Party warrants that it has the right to grant the licenses in Clauses 16 b) and c) and that the performance of its obligations under this Agreement shall not infringe the Intellectual Property rights of any third party, subject to third-party licences.
e) Each Party shall indemnify and hold harmless the other against all damages, losses, liabilities, costs (including reasonable “out of house” legal costs), and expenses awarded against or incurred by that Party as a result of any breach of the warranties in Clause 16 d).
f) All Intellectual Property created by us in the course of providing the Services during the Term, shall vest in, and remain the sole property of us. We hereby grant the Client a non-exclusive, royalty-free, worldwide licence to use such Intellectual Property only for the purposes contemplated in the Client Form.
g) Clauses 16 a) to 16 f) shall survive termination of these Terms and Conditions and the Agreement.
17- Confidentiality
a) Each Party agrees: (i) to use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) not to use or disclose Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; (ii) to limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein; (iii) to reproduce the Disclosing Party’s proprietary notices and legends on any permitted copies of Confidential Information; and (iv) not to modify or delete any proprietary notices or legends appearing on Confidential Information as received from the Disclosing Party.
b) In the event the Receiving Party is required by law, government or regulatory authority, or court order to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will promptly notify the Disclosing Party in writing prior to any such disclosure and cooperate with the Disclosing Party, at the Disclosing Party’s request and expense, in seeking confidential treatment or a protective order.
c) Upon the termination or expiry of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies of Confidential Information of the Disclosing Party in the Receiving Party’s possession or control or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.
d) The Receiving Party acknowledges that any use or disclosure of the Disclosing Party’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the Disclosing Party irreparable damage for which remedies other than injunctive relief may be inadequate, and the Receiving Party agrees that in the event of any such use or disclosure, the Disclosing Party shall be entitled, in addition to other available remedies, to seek equitable relief (including injunctive relief) and damages.
18- Communications from Us
If the Client and/or User provided their contact details we may from time to time send important notices by email. Such notices may relate to matters including, but not limited to; service changes, changes to these Terms and Conditions and the Client Form, We will never send marketing emails of any kind without express consent. If consent is given, Client and the User of Our Sites may opt out at any time. Any and all marketing emails sent by us include an unsubscribe link. If Client and the User of Our Sites opt out of receiving emails from us at any time, it may take up to twenty-eight (28) business days for us to comply with the written request. During that time, Client and/or the User of Our Sites may continue to receive emails from us. For questions or complaints about communications from us (including, but not limited to marketing emails), please contact us at info@newforest-online.co.uk or via or call 01590 688666.
Contacting Us
For any enquiries, please email us at info@newforest-online.co.uk or by calling us on: 01590 688666 or by visiting us at our trading address; Suite 2, 35B High Street, Lymington, Hampshire, SO419AF.