Terms and Conditions
1. Definitions and interpretation
1.1 In these Conditions the following definitions apply:
Add-On(s) means any or all of the range of additional features, facilities and services compatible with the Customer Website Theme Service(s) but supplied (if applicable) as chargeable extras in accordance with either: (1) the pricing structure for Add-On(s) displayed on WEBPRO and/or any other website owned and operated by ANTiT; or (2) as described in a separate quotation;
Affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
ANTiT means ANTiT Website Design & Development Limited, a company registered in England and Wales, (company No. 07224703) whose registered office is 192B Station Road, Edgware, Middlesex HA8 7AR, United Kingdom, trading as WEBPRO IT, WEBPRO Creative, WEBPRO Adviser and any additional trade name as we develop the business, VAT number, registered or supervisory body;
ANTiT Personnel all employees, officers, staff, other workers, agents and consultants of ANTiT, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time;
Applicable Law means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;
Bribery Laws means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010;
Business Day means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;
Business Hours means the period from 9.00am to 5.30pm on any Business Day;
Compliance Authority means the UK body or bodies responsible for the regulatory aspects of licencing financial advisers or other professionals in other industry sectors.
Conditions means ANTiT’s terms and conditions of sale set out in this document;
Confidential Information means any commercial, financial or technical information, information relating to the Deliverables, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by the Customer or ANTiT in performing its obligations under, or otherwise pursuant to the Contract;
Contract means this agreement between ANTiT and the Customer for the sale and purchase of the Deliverables incorporating these Conditions and the Order, and including all its schedules, attachments, annexures and statements of work;
Control has the meaning given to it in section 1124 of the Corporation Tax Act 2010 OR means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls, Controlled and under common Control shall be construed accordingly;
Controller shall have the meaning given in applicable Data Protection Laws from time to time;
Customer means the named party in the Contract which has agreed to purchase the Deliverables from ANTiT and whose details are set out in the Order;
Customer Content/Data means text, graphics, photographs, sounds, information, data, music, video, film or any other copyright work publicly available on the Customer Website or provided for publication on the Customer Website either by the Customer or any other third party (excluding ANTiT commissioned by the Customer, together with all User Generated Content and information regarding Users (such as, for example, the number of page impressions, users email addresses or other information posted by Users or depicted by the Customer Website about Users);
Customer Website means the website developed or supported by ANTiT for the Customer as described in the Specification, including but not limited to Customer Website Theme Services and/or Customer Website Design Services and any website developed for the Customer by a third party;
Customer Website Design Services means the bespoke design, development and implementation of a website tailored to the Customer’s Specification, including but not limited to software development and back-end administration systems and such service(s) will be provided to the Customer in accordance with these General Terms and Part A: the Customer Website Design Terms;
Customer Website Design Terms means those additional terms given in Part A which apply to ANTiT’s Customer Website Design Services;
Customer Website Theme Services means the range of website themes offered under licence by ANTiT on WEBPRO and/or any other websites owned and operated by ANTiT, incorporating the website theme’s design, style and content including all modifications, alterations and amendments to the website theme in accordance with the Customer’s Specification and such services will be provided to the Customer in accordance with these terms and Part B: the Customer Website Theme Terms;
Customer Website Theme Terms means those additional terms given in Part B which apply to ANTiT’s Customer Website Theme Services;
Data Protection Laws means, as binding on either party or the Deliverables:
- (a) the GDPR;
- (b) the Data Protection Act 2018;
- (c) any laws which implement any such laws; and
- (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Data Protection Supervisory Authority means any regulator, authority or body responsible for administering Data Protection Laws;
Data Subject shall have the meaning in applicable Data Protection Laws from time to time;
Deliverables means the Goods or Services or both as the case may be;
Direct Debit means a regular, fixed payment from the Customer’s bank account in favour of ANTiT;
Documentation means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Deliverables;
Domain Name means the name registered with an Internet Registration Authority used as part of the Customer's URL;
Domains means the website domains owned and operated by ANTiT, (including but not limited to webpro-it.co.uk incorporating the product(s), Good(s) and Service(s) offered on these websites;
Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving ANTiT or its workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);
Goods means the goods and other physical material set out in the Order and to be supplied by ANTiT to the Customer in accordance with the Contract;
Intellectual Property Rights means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:
- (a) whether registered or not
- (b) including any applications to protect or register such rights
- (c) including all renewals and extensions of such rights or applications
- (d) whether vested, contingent or future
- (e) to which the relevant party is or may be entitled, and
- (f) in whichever part of the world existing;
International Organisation has the meaning given in the applicable Data Protection Laws from time to time;
Internet Registration Authority means an official organisation which administers a database registry of all Domain Names based on specific geographical or other criteria;
IPR Claim has the meaning given in clause 13.1;
Invoices means invoices raised by ANTiT to the Customer for the Good(s) and/or Service(s) provided pursuant to the Contract and if specifically requested by the Customer, confirmed to the Customer either by email or any other electronic communication;
Location means the address or addresses or email address or email addresses or domain for delivery of the Goods and performance of the Services as set out in the Order;
Modern Slavery Policy means ANTiT’s anti-slavery and human trafficking policy in force and notified to the Customer from time to time;
MSA Offence has the meaning given in clause 10.2.1;
Ongoing Service(s) means website support and maintenance, website hosting, website optimisation, or other service(s) offered by ANTiT which may impose either a monthly or annual payment;
Online Marketing Services means the provision of the data processing service(s) and software for the Customer’s use as defined in the Schedule, Part C Other Services;
Order means the Customer’s order for the Deliverables in substantially the same form as set out in the Schedules overleaf and/or ANTiT’s confirmation email to the Customer;
Personal Data has the meaning given in the applicable Data Protection Laws from time to time;
Personal Data Breach has the meaning given in the applicable Data Protection Laws from time to time;
Price has the meaning given in clause 3.1;
Processing has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, and processes shall be construed accordingly);
Processor has the meaning given to it in applicable Data Protection Laws from time to time;
Protected Data means Personal Data received from or on behalf of the Customer in connection with the performance of ANTiT’s obligations under the Contract;
Quotation means a quotation, either in written form or as published on WEBPRO and/or any of ANTiT’s other websites, for a piece of work (incorporating these Conditions and the Customer Website Theme Terms or the Customer Website Design Terms (as appropriate)) provided by ANTiT to the Customer in respect of the Good(s) and/or Service(s);
Server means ANTiT’s internet server or servers;
Services means ANTiT’s services including but not limited to the Customer Website Design Services and/or the Customer Website Theme Services which are the subject matter of a Contract, being the work and/or service(s) to be performed by ANTiT for the Customer pursuant to the Order including, without limitation, the Ongoing Service(s) and any other service advertised or offered by ANTiT;
Specification means the description or Documentation provided for the Deliverables set out or referred to in the Contract;
Sub-Processor means any agent, subcontractor or other third party (excluding its employees) engaged by ANTiT for carrying out any processing activities on behalf of the Customer in respect of the Protected Data;
Standard Content means the technical content, which is supplied by ANTiT to the Customer for use as part of the Customer Website Theme Services or for use in respect of Customer Website Design Services or for use in respect of any other Product or Service provided by ANTiT to the Customer;
Standard Feature(s) means the standard range of features, facilities and services supplied with the Customer Website Theme Service(s) including the Standard Content in accordance with the pricing structure displayed on WEBPRO and/or any other website owned and operated by ANTiT and/or any other marketing literature, all of which may be changed or amended by ANTiT at its discretion and without notice;
Standing Order means a regular, fixed payment from the Customer’sbank account in favour of ANTiT.
URL means a uniform resource locator;
User means any member of the public accessing the Customer Website via the internet or by any other means;
User Generated Content means all such material posted by Users on the Customer Website;
VAT means value added tax under the Value Added Tax Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables; and
Warranty Period has the meaning given in clause 8.1.
1.2 In these Conditions, unless the context otherwise requires:
- 1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
- 1.2.2 any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;
- 1.2.3 a reference to a ‘party’ means either ANTiT or the Customer and includes that party’s personal representatives, successors and permitted assigns;
- 1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
- 1.2.5 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
- 1.2.6 a reference to a gender includes each other gender;
- 1.2.7 words in the singular include the plural and vice versa;
- 1.2.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
- 1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
- 1.2.10 without prejudice to the provisions of clause15, a reference to legislation is a reference to that legislation as in force at the date of the Contract as amended, extended, re-enacted or consolidated from time to time
- 1.2.11 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
2. Application of these conditions
2.1 These Conditions apply to and form part of the Contract between ANTiT and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, Order, confirmation of Order, specification or other document shall form part of the Contract except to the extent that ANTiT otherwise agrees in writing.
2.3 No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Customer and ANTiT respectively.
2.4 Each Order by the Customer to ANTiT shall be an offer to purchase the Deliverables subject to the Contract including these Conditions.
If ANTiT is unable to accept an Order, it shall notify the Customer in writing as soon as reasonably practicable.
2.5 The procedures for placing Orders for Customer Website Design Services are given in Part A of the Schedule, and for Customer Website Theme Services are given in Part B of the Schedule.
Any Orders made by The Customers for Services outside those provided for in Part C and/or Part B are to be agreed with ANTiT by email.
2.6 The offer constituted by an Order shall remain in effect and capable of being accepted by the ANTiT for 14 Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.
2.7 ANTiT may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of:
- 2.7.1 ANTiT ‘s written acceptance of the Order; or
- 2.7.2 ANTiT delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed (as the case may be).
2.8 Rejection by ANTiT of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
2.9 ANTiT may issue a Quotation to the Customer from time to time. A Quotation shall constitute an offer by ANTiT to the Customer for the Customer to purchase the Goods or Services on offer. The Customer must ensure the terms in the Quotation are accurate and complete before accepting.
2.10 Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.
3.1 The price for the Deliverables shall be as set out in the Order or, where no such provision is set out, shall be by ANTiT’s published price list or tariff structure or as advised by ANTiT from time to time before the date the Order is placed (the Price).
3.2 The Prices are exclusive of:
- 3.2.1 Costs and expenses which are incurred as part of the provision of the Services will be included in the invoice and which shall be chargeable to the Customer;
- 3.2.2 Costs, fees and expenses owed to any third party or any ANTiT Personnel to whom the Customer separately engages with them to provide additional Deliverables which do not form part of the agreed Deliverables as set out in the Order between the Customer and ANTiT; and
- 3.2.3 VAT.
3.3 The Customer shall pay any applicable VAT to ANTiT on receipt of a valid VAT invoice.
3.4 ANTiT may increase the Prices at any time by giving the Customer not less than 7 Business Days’ notice in writing (to include email) provided that the increase does not exceed 10% of the Prices in effect immediately prior to the increase. All ongoing Service(s) may be subject to annual Price increase to cover rising costs. ANTiT will notify the Customer in writing (to include email) by giving the Customer not less than 7 Business Days’ notice should this this be the case and the Customer will have the option to terminate the Contract in accordance with the provisions of this Contract, should the increase exceed 10% of the Price as stated in the Order and the Customer is not in agreement to this.
3.5 Notwithstanding clause 3.4, ANTiT may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to ANTiT of supplying the relevant Deliverables which is due to any factor beyond the control of ANTiT.
3.6 In the event that ANTiT engages any third party or ANTiT Personnel to perform any aspect of the Deliverables, it is under no obligation to disclose to the Customer how the Deliverables have been performed or the costs associated with this.
4.1 ANTiT shall invoice the Customer for the Deliverables, partially or in full, at any time following acceptance of an Order.
4.2 The Customer shall pay all Invoices:
- 4.2.1 in full pounds sterling, without deduction or set-off, in cleared funds within 14 days of the date of each invoice;
- 4.2.2 (a) to the bank account nominated by ANTiT;
- (b) via debit or credit card. ANTiT accepts the following credit cards and debit cards: Visa, MasterCard, Maestro and Visa Debit.
- (c) by Bankers Draft made payable to ANTiT;
- (d) by arranged Standing Order or Direct Debit direct to the bank account nominated by ANTiT.
4.3 For the avoidance of doubt, the Customer shall arrange a Standing Order or Direct Debit for all monthly payments (such as monthly template licence fees, support contract fees) at the beginning of the invoicing of the respective fees. Failure to do so will incur an administration charge of £25.00 plus VAT payable by the Customer to ANTiT. This administration charge will be invoiced each month until the Customer arranges the setting up of a Standing Order or Direct Debit for all monthly payments in accordance with the other provisions of clause 4.
4.4 Cancellation of the Customer’s Standing Order or Direct Debit to ANTiT for any reason other than termination of contract with ANTiT will incur a one-off penalty equivalent to £50.00 plus VAT and interest for outstanding balances in accordance with clause 4.5. If the Customer does not subsequently arrange for the cancelled Standing Order or Direct Debit to be set up for all monthly payments then the administration charge of £25.00 will be invoiced each month until the Customer arranges the setting up of a Standing Order or Direct Debit for all monthly payments.
4.5 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
- 4.5.1 ANTiT may, without limiting its other rights, charge interest on such sums at 6% a year above the base rate of the Bank of England from time to time in force, and
- 4.5.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
4.6 Further terms of payment are given in the Customer Website Design Terms and/or the Customer Website Theme Terms (as applicable). Prices and specific payment terms for additional Services, which covers but is not limited to bespoke projects and other Services including software development and back-end administration systems will be quoted based on specification agreed, content, functionality and development time, and confirmed in writing, and we reserve the right to amend the Quotation.
4.7 Failure to make payment in accordance with clause 4.2.1 may result in the withdrawal, suspension or disconnection of any Good(s), Service(s) and/or Ongoing Service.
4.8 ANTiT reserves the right to cease or suspend all Services or remove the Customer’s website from the web or stop support under the Ongoing Service(s), if at such time there is a dispute or delay over an agreed payment or receipt of completed Standing Order or Direct Debit, without prior notice.
4.9 In the event that due to any clerical or administrative errors ANTiT does not invoice the Customer for the Deliverables until after the agreement is terminated which may include third party supplier invoices if applicable, the Customer agrees that it shall pay all outstanding invoices due in accordance with the provisions of clause 4.
5. Delivery and performance
5.1 The Goods shall be delivered by ANTiT, to the Location on the date(s) specified in the Order.
5.2 The Goods shall be deemed delivered on arrival only of the Goods at the Location by ANTiT or ANTiT Personnel.
5.3 The Services shall be performed by ANTiT or ANTiT Personnel at the Location during the time period specified in the Order.
5.4 The Services shall be deemed delivered by ANTiT only on completion of the performance of the Services at the Location.
5.5 ANTIT will send to the Customer an email when the performance of the Services have been completed and at its discretion may also send a checklist or quality certificate of the performance of Services undertaken and completed.
5.6 ANTiT or ANTiT Personnel may deliver the Goods or perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.7 Time is not of the essence in relation to the performance or delivery of the Deliverables. ANTiT shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only.
5.8 ANTiT shall not be liable for any delay in or failure of performance caused by:
- 5.8.1 the Customer’s failure to make the Location available;
- 5.8.2 the Customer’s failure to prepare the Location in accordance with ANTiT’s instructions
- 5.8.3 the Customer’s failure to provide ANTiT with adequate instructions for performance or delivery or otherwise relating to the Deliverables;
- 5.8.4 Force Majeure.
5.9 In the event that the performance of Services are not completed within the agreed upon time period between the Customer and ANTiT due to the fact that the delay is caused by the Customer, ANTiT reserves the right to increase its Price and will notify the Customer of any such Price increase in writing (to include email) by giving the Customer not less than 7 Business Days’ notice should this this be the case.
5.10 If a Customer submits a request for design changes, site recolouring, modifications or further customisation to the Customer Website, software or other Good(s) and/or Service(s), ANTiT will provide the Customer with a Quotation in advance. Upon the Customer’s acceptance of the Quotation, ANTiT will raise an invoice which will be payable prior to commencement of work unless otherwise agreed in the Order.
5.11 If a Customer has a support contract in place, ANTiT will amend or include without further payment due, the following:
- 5.11.1 changes to contact details;
- 5.11.2 Essential updates as required by the relevant Compliance Authority;
- 5.11.3 General textual modifications to the Customer Content/Data subject to ANTiT’s Fair Usage Policy;
- 5.11.4 image replacements subject to ANTiT’s Fair Usage Policy;
- 5.11.5 information, where allowed and provided the Customer for inclusion on the Customer Website provided that the articles or information are supplied to ANTiT are complete and in electronic format. For the avoidance of doubt, this sub-clause only applies to a Customer Website that is already set-up for information. If the Customer’s Customer Website is not already set-up, and such Information can be set-up, ANTiT would provide this Service at the chargeable rates in accordance with the provisions of clause 5.12 below.
5.12 If the Customer requires other additions or customisation (to include but not limited too: additional pages, additional forms, new graphics, creation of image links to other websites, re-skin of the Customer Website or new bespoke design under the category of Customer Website Design Services), this will be chargeable on an hourly rate basis, unless an agreement for Ongoing Service(s) exists between the Customer and ANTiT which specifies the inclusion of further additions or customisation within the agreed price. In any event, ANTiT will agree with the Customer in advance of any charges and payment terms prior to commencing the additional work or customisation.
5.13 If the Customer has an older website or system in place that has now been replaced and the Customer refuses to upgrade their website or system then ANTiT will at its discretion either:
- 5.13.1 charge for the additional support; or
- 5.13.2 terminate the agreement because of the end of life of that system or website; or
- 5.13.3 upgrade the Customer to a newer website and further charges will apply.
- For the avoidance of doubt this clause should be read in conjunction with clause 16.4.4.
5.14 Where the Customer engages ANTiT to provide Website Design Services which involve ongoing maintenance and support and (if applicable) ANTiT will submit the Customer's Website to the Customer’s compliance team for an annual review of the Customer's Website. ANTiT will action the compliance feedback and (if applicable) will require the Customer's prompt action to provide the content or feedback necessary for ANTiT to complete the work. Where applicable, ANTiT reserves the right to charge for the work provided (if it is not covered in the monthly support fees). For the avoidance of doubt, ANTiT will only make the changes and liaise with the compliance team, but it will not be responsible for the Customer’s Website compliance. ANTiT will try to use its reasonable endeavours to make the changes to the Customer’s Website as required by the Customer’s compliance team before the date of the Customer’s previous compliance approval certificate has expired. However, should ANTiT fail to send the Customer’s Website to its compliance team on or before the date the Customer’s previous compliance approval certificate has expired, ANTiT will not be held responsible. For the avoidance of doubt, it is the Customer’s absolute responsibility to ensure its website has been sent to its compliance team before the expiry of the compliance approval certificate or any other deadlines it has previously notified ANTiT of.
5.15 If the Customer contracts with ANTiT for the Deliverables whilst it is part of a network at a discounted price, which is given solely due to the fact of the Customer’s that is membership of that network and should the Customer then leave that network for any reason, it will no longer be entitled to the discounted price and the full price will then be payable by the Customer. ANTiT will notify the Customer that the full price will apply as soon as is reasonably practicable upon being notified by the Customer that they have left that network.
Risk in the Goods shall pass to the Customer on delivery.
7.1 Title to the Goods shall pass to the Customer once ANTiT has received payment in full and cleared funds for the Goods. For the avoidance of doubt, Schedule 1, Part B clauses 3.1, 3.2, 3.3 and 3.4 are expressly excluded from the provisions of this clause.
7.2 Until title to the Goods has passed to the Customer, the Customer shall:
- 7.2.1 hold the Goods as bailee for ANTiT;
- 7.2.2 take all reasonable care of the Goods
- 7.2.3 insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the ANTiT ‘s interest on the policy;
- 7.2.4 ensure that the Goods are clearly identifiable as belonging to ANTiT;
- 7.2.5 inform ANTiT immediately if it becomes subject to any of the events or circumstances set out in clauses 18.1.1 to 18.1.4 or 18.2.1 to 18.2.14; and
- 7.2.6 on reasonable notice permit ANTiT to inspect the Goods during the Customer’s normal Business Hours and provide ANTiT with such information concerning the Goods as ANTiT may request from time to time.
7.3 If, at any time before title to the Goods has passed to the Customer, the Customer informs ANTiT, or ANTiT reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 18.1.1 to 18.1.4 or 18.2.1 to 18.2.14, ANTiT may:
- 7.3.1 require the Customer at the Customer’s expense to re-deliver the Goods to the Supplier; and
- 7.3.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
8.1 The Customer warrants that it has provided ANTiT with all relevant, full and accurate information as to the Customer’s business and needs.
8.2 The Customer warrants that:
- 8.2.1 It has the right to include, and permit ANTiT to include, the information and the Customer Content/Data on the Customer Website, or it has obtained the rights from third parties to do so;
- 8.2.2 it will not supply ANTiT with, nor upload to the Customer Website, post, email, or otherwise transmit (or allow to be transmitted) by the Customer Website (or request that ANTiT carry out any such upload, posting, email or transmission on the Customer’s behalf), any information or Customer Content/Data that is:
- (a) unlawful, harmful, threatening, abusive, harassing, tortious, indecent, defamatory, obscene, libellous, menacing or invasive of another person’s privacy, hateful or racially, ethnically or otherwise objectionable, or harmful to minors in any way;
- (b) in breach of any third party right under any law or under a contractual or fiduciary relationship;
- (c) an infringement of any Intellectual Property Rights;
- (d) unsolicited or unauthorised advertising, promotional material, unsolicited bulk email (also known as “junk mail”), “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation;
- (e) containing software viruses or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- (f) intentionally or unintentionally a violation of any Applicable Law and/or regulation having the force of law; or
- (g) data which contravenes the Data Protection Legislation in any way.
- 8.2.3 It will not:
- (a) misuse WEBPRO and/or any other websites owned and operated by ANTiT by introducing viruses, worms or other material which is technologically harmful;
- (b) attempt to gain unauthorised access to WEBPRO and/or any other websites owned and operated by ANTiT, the Server on which WEBPRO and/or any other websites owned and operated by ANTiT are stored or any other server, computer or database connected to WEBPRO and/or any other websites owned and operated by it; or
- (c) attack WEBPRO and/or any other websites owned and operated by ANTiT via a denial-of-service attack or a distributed or malicious denial-of service attack.
- 8.2.4 It will at all times comply with the Data Protection Legislation.
8.3 The Customer accepts that ANTiT is under no obligation to monitor or approve the information and the Customer Content/Data and accept that ANTiT excludes all liability of any kind for all material comprising the information and the Customer Content/Data.
8.4 As the Customer’s sole and exclusive remedy, ANTiT shall, at its option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause 8, provided that the Customer:
- 8.4.1 serves a written notice on ANTiT not later than five Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;
- 8.4.2 such notice specifies that some or all of the Deliverables do not comply with clause 8.1 and identifying in sufficient detail the nature and extent of the defects; and
- 8.4.3 gives ANTiT a reasonable opportunity to examine the claim of the defective Deliverables.
8.5 The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Deliverables.
8.6 ANTiT shall not be liable for any failure of the Goods to comply with clause 8.1:
- 8.6.1 where such failure arises by reason of wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;
- 8.6.2 to the extent caused by the Customer’s failure to comply with ANTiT’s instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;
- 8.6.3 to the extent caused by ANTiT following any specification, instruction or requirement of or given by the Customer in relation to the Goods;
- 8.6.4 where the Customer modifies any Goods without ANTiT‘s prior written consent or, having received such consent, not in accordance with ANTiT’s instructions; or
- 8.6.5 where the Customer uses any of the Goods after notifying ANTiT that they do not comply with clause 8.1.
8.7 Except as set out in this clause 8:
- 8.7.1 ANTiT gives no warranty and makes no representations in relation to the Deliverables; and
- 8.7.2 shall have no liability for their failure to comply with the warranty in clause 8.1,
- and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.
9.1 For the purposes of this clause 9 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
9.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
- 9.2.1 all of that party’s personnel;
- 9.2.2 all others associated with that party; and
- 9.2.3 all of that party’s subcontractors;
- involved in performing the Contract so comply.
9.3 Without limitation to clause 9.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
9.4 The Customer shall immediately notify ANTiT as soon as it becomes aware of a breach or possible breach by the Customer of any of the requirements in this clause 9.
9.5 Any breach of this clause 9 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle ANTiT to immediately terminate the Contract by notice under clause 18.1.1.
10.1 ANTiT shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.
10.2 The Customer undertakes, warrants and represents that:
- 10.2.1 neither the Customer nor any of its officers, employees, agents or subcontractors has:
- (a) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
- (b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
- (c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015
- 10.2.2 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy; and
- 10.2.3 it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to the Supplier on request at any time throughout the Contract.
10.3 The Customer shall notify ANTiT immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 10.4 Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
10.4 Any breach of clause 10.2 by the Customer shall be deemed a material breach of the Contract and shall entitle ANTiT to terminate the Contract with immediate effect.
11. Indemnity and insurance
11.1 The Customer shall indemnify, and keep indemnified, ANTiT from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by ANTiT as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract. This includes (but not limited to) the following:
- 11.1.1 any claim by any third party that the Customer’s information or content infringes the Intellectual Property Right of a third party or is fraudulent, offensive, abusive, defamatory, obscene or menacing or causes annoyance, inconvenience or constitutes unsolicited advertising or promotional material;
- 11.1.2 work done in accordance with the Customer’s instructions in hosting of the Customer Website on the Server involving the infringement of any Intellectual Property Right (including but not limited to framing or linking to third parties’ web sites);
- 11.1.3 any claim by a third party arising from the Customer’s breach of the warranties under clause 11.1.1 above;
- 11.1.4 any claim by a third party suffering subsequent faults and damages caused to hardware, software programs, or such damages as loss of production and earnings, due to materials supplied by the Customer for use by ANTiT.
11.2 ANTiT shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Contract, the Order, the Server, the connectivity to the Internet, the Hosting, the Customer Website, the Specification, the Software, their use, application, support or otherwise, except to the extent which it is unlawful to exclude such liability. For the avoidance of doubt, ANTiT shall not be held responsible for any losses incurred by: (i) any failure to renew domain(s) (either by ANTiT or any third party); (ii) any services provided by ANTiT’s suppliers; or (iii) the Customer terminating its relationship with ANTiT without notice.
11.3 It is the Customer’s responsibility to be familiar with the relevant Data Protection Laws any additional privacy laws as they may apply, and the Customer acknowledges that ANTiT has no control or influence over email content processed by Internet Service Providers. The Customer shall hold ANTiT harmless from and indemnify it against any claims by any party relating thereto and any breaches by the Customer of the Data Protection Laws.
11.4 The Customer Website may contain Information, content and links to services supplied by the Customer or provided by third parties. ANTiT accepts no liability for any damages or losses incurred by the Customer or its clients from the use or non-availability of such content.
11.5 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.
12. Limitation of liability
12.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 12.
12.2 Subject to clauses 12.5 and 12.6, ANTiT’s maximum aggregate liability to the Customer for losses or damages that the Customer suffers, sustains or incurs in connection with the Goods, Services or otherwise (whether in contract, tort (including negligence), statute or otherwise), will be limited to and will not exceed the value of the Price paid for the Order.
12.3 Subject to clauses 12.5 and 12.6,, ANTiT shall not be liable for consequential, indirect or special losses.
12.4 Subject to clauses 12.5 and 12.6, ANTiT shall not be liable for any of the following (whether direct or indirect):
- 12.4.1 loss of profit;
- 12.4.2 loss or corruption of data;
- 12.4.3 loss of use;
- 12.4.4 loss of production;
- 12.4.5 loss of contract;
- 12.4.6 loss of opportunity;
- 12.4.7 loss of savings, discount or rebate (whether actual or anticipated);
- 12.4.8 harm to reputation or loss of goodwill;
- 12.4.9 being unable to secure IP addresses, IP ranges or Domain Name(s) on behalf of the Customer;
- 12.4.10 any services provided by ANTiT’s suppliers; or
- 12.4.11 the Customer severing their relationship with ANTiT but failing to cancel the Standing Order or Direct Debit. Should a Customer fail to cancel their Standing Order or Direct Debit to ANTiT and as a consequence payment is made to ANTiT, the Customer will be charged an administration fee of £25.00 plus VAT by ANTiT, in order for ANTiT to process the return of that overpayment. For the avoidance of doubt the administration fee of £25.00 plus VAT will be charged to the Customer by ANTiT each time the Customer makes a payment to ANTi due to the Customer not having cancelled their Standing Order or Direct Debit and as a consequence ANTiT will need to process the return of that overpayment until such a time that the Customer cancels its Standing Order or Direct Debit.
12.5 The limitations of liability set out in clauses 12.2 to 12.4, shall not apply in respect of any indemnities given by the Customer under the Contract.
12.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
- 12.6.1 death or personal injury caused by negligence;
- 12.6.2 fraud or fraudulent misrepresentation;
- 12.6.3 any other losses which cannot be excluded or limited by Applicable Law;
- 12.6.4 any losses caused by wilful misconduct.
12.7 If the Customer obtains products, goods or services from third party organisations through ANTiT or following the Customer’s use of WEBPRO and/or any other websites owned and operated by ANTiT. ANTiT does not accept any liability for any such products, goods or services, which are provided by third party organisations over which they have no control. It is the Customer’s responsibility to be satisfied that they wish to purchase the services provided by the third party organisation before contracting with and agreeing to the terms and conditions of the third party organisation.
13. Intellectual property
13.1 The Customer acknowledges that any Intellectual Property Rights created, developed, subsisting or used by ANTiT in or in connection with the provision of the Service(s) shall be the sole property of ANTiT.
13.2 Where applicable all right, title and interest in and to the Intellectual Property Rights in the Standard Content shall vest exclusively in ANTiT (or any third party). All rights are reserved. None of this material may be reproduced or redistributed without ANTiT’s written permission. In respect of the Customer Website Design Services, and subject to ANTiT’s receipt of payment in full by the Customer, all right, title and interest in and to the Intellectual Property Rights in the Customer Content/Data and the design contained within the scope of the Customer Website Design Services, the text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software shall vest exclusively with The Customer (with the exception of any third party Intellectual Property Rights (such as library images) which is licensed to ANTiT.
13.3 As such, and subject to the agreement between the Customer and ANTiT in respect of clause 13.6 below, ANTiT shall be free to use the source code, reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works, and distribute such material unless specifically agreed otherwise. In addition, ANTiT shall be free to use any ideas, concepts, know how, software or techniques acquired in the construction of websites for any purpose whatsoever included but not limited to developing, manufacturing and marketing products and any other items incorporating such information unless specifically agreed otherwise.
13.4 Nothing in these terms grants to the Customer any rights to sell or market the Service(s) to any third party.
13.5 All right, title and interest in and to the Intellectual Property Rights in the Customer Content/Data which is provided for publication on the Customer Website either by the Customer or any other third party (excluding ANTiT) commissioned by the Customer,, together with all User Generated Content and information regarding Users shall vest exclusively with the Customer.
13.6 All open source platforms ANTiT build on are provided under a general public license.
13.7 ANTiT shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that use of the Deliverables infringes the Intellectual Property Rights of any third party (IPR Claim), provided that ANTiT shall have no such liability if the Customer:
- 13.7.1 does not notify ANTiT in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;
- 13.7.2 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of ANTiT;
- 13.7.3 does not let ANTiT at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;
- 13.7.4 does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;
- 13.7.5 does not, at ANTiT ‘s request, provide ANTiT with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer;
- 13.7.6 uses the Deliverables in combination with any other goods or services, which without such combination, no IPR Claim could or would have been made.
13.8 If any IPR Claim is made or is reasonably likely to be made, ANTiT may at its option:
- 13.8.1 procure for the Customer the right to continue receiving the benefit of the relevant Deliverables; or
- 13.8.2 modify or replace the infringing part of the Deliverables so as to avoid the infringement or alleged infringement, provided the Deliverables remain in material conformance to their Specification.
13.9 ANTiT’s obligations under clause 13.1 shall not apply to Deliverables modified or used by the Customer other than in accordance with the Contract or ANTiT’s instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by ANTiT in connection with any claim arising from such modification or use.
14. Confidentiality and announcements
14.1 The Customer shall keep confidential all Confidential Information of ANTiT, ANTiT Personnel and any Affiliate of ANTiT and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
- 14.1.1 any information which was in the public domain at the date of the Contract
- 14.1.2 any information received from a third party free to make such disclosure without breaching any legal obligation;
- 14.1.3 any information known to the receiving party as evidenced in writing at the time of disclosure, excepted to the extent that such information was unlawfully appropriated;
- 14.1.4 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
- 14.1.5 any information which is independently developed by the Customer without using information supplied by ANTiT or by any Affiliate of ANTiT; or
- 14.1.6 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
- except that the provisions of clauses 14.1.1 14.1.3 shall not apply to information to which clause 14.4 relates.
14.2 This clause shall remain in force for a period of five years from the date of the Contract and, if longer, two years after termination of the Contract.
14.3 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
14.4 To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any provisions of clause 15.
15. Processing of personal data
15.1 The parties agree that the Customer is a Controller and that ANTiT is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to ANTiT in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws. Nothing in the Contract relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.
15.2 ANTiT shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
15.3 The Customer shall indemnify and keep indemnified ANTiT against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Customer of its obligations under this clause 15.
15.4 ANTiT shall:
- 15.4.1 only process (and shall ensure ANTiT Personnel only process) the Protected Data in accordance with the Schedule and the Contract (including when making any transfer to which clause 15.10 relates), except to the extent:
- (a) that alternative processing instructions are agreed between the parties in writing; or
- (b) otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
- 15.4.2 without prejudice to clause 15.1, if ANTiT believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws it shall promptly inform the Customer and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
15.5 ANTiT shall implement and maintain the technical and organisational measures set out in the Schedule to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
15.6 ANTiT shall:
- 15.6.1 not permit any processing of Protected Data by any Sub-Processor without the prior specific written authorisation of the Customer;
- 15.6.2 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 15 (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by ANTiT and ensure each such Sub-Processor complies with all such obligations;
- 15.6.3 remain fully liable to the Customer under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and
- 15.6.4 ensure that all persons authorised by ANTiT or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
15.7 The Customer authorises the appointment of the Sub-Processors listed in the Schedule.
15.8 The Customer shall reply to any communication from ANTiT requesting any further prior specific authorisation of a Sub-Processor pursuant to clause 15.6.1 promptly and in any event within 10 Business Days of request from time to time. The Customer shall not unreasonably withhold, delay or condition any such authorisation.
15.9 ANTiT shall (at the Customer’s cost):
- 15.9.1 assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to ANTiT; and
- 15.9.2 taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
15.10 ANTiT shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to any country or territory outside the United Kingdom or to any International Organisation without the prior written authorisation of the Customer.
15.11 ANTiT shall at the Customer’s cost and expense refer to the Customer all requests it receives for exercising any Data Subjects’ rights under Chapter III of the GDPR which relate to any Protected Data. It shall be the Customer’s responsibility to reply to all such requests as required by applicable law.
15.12 ANTiT shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate ANTiT ‘s compliance with the obligations placed on it under this clause 15 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 15.12).
15.13 ANTiT shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
15.14 On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, ANTiT shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires ANTiT to store such Protected Data. This clause 15 shall survive termination or expiry of the Contract.
16. Other general terms
16.1 Responsibility for approving the Customer Website
- 16.1.1 The Customer acknowledges and agrees that ANTiT shall produce the Customer Website based on the Specification the Customer has provided.
- 16.1.2 It shall be the Customer’s responsibility (and not the responsibility of ANTiT) to review and approve the Content of the Customer Website (including, without limitations, the spelling of names and addresses and the accuracy of telephone numbers) at the time of completion of the Customer Website by ANTIT and submission of the Customer Website to the Customer for approval by them.
- 16.1.3 ANTiT shall have no liability to the Customer for any inaccuracies in the Customer Website if and to the extent that the Customer have failed to review and/or approve (or, if required, request amendment to) the Customer Website provided as outlined in the Contract and/or Specification.
16.2 Website upgrades
Upgrades to the Customer Website or enhancements to the standard features may
be offered to the Customer from time to time, some of which may be subject to a supplementary charge. Details of any additional charges will be provided when the Customer is informed about the upgrades.
- 16.3.1 The Customer will permit ANTiT to incorporate a small and discreet advertisement of its services at the bottom of all Customer Website pages.
- 16.3.2 The Customer will further permit ANTiT to link to or reference the Customer Website to promote its services.
16.4 Internet browsers
- 16.4.1 All Customer Websites are developed to work with the browsers Firefox, Google Chrome, Microsoft Edge and Safari (on their latest version at the time of development). Should the Customer require that the Customer Website is modified to work with other browsers, or with any legacy version of any browser, an additional charge may be made.
- 16.4.2 As a result of advancements in technology, Customer Websites may not operate with certain legacy browsers. It is the Customer’s responsibility to make appropriate checks and, if appropriate to consult with us, that any browser or browsers the Customer utilises are compatible with the browsers on which the Customer Websites have been developed to operate.
- 16.4.3 Software manufacturers release newer versions of their browsers from time to time and we have a policy of design renewal which uses the latest technologies available to take advantage of these advancements. The Customer will be advised of changes to ANTiT’s Product(s) and Service(s) as and when they become available, and the Customer will be given the opportunity to upgrade at a preferential rate.
- 16.4.4 Whilst websites built for older browsers should be upwardly compatible, ANTiT have no control of manufacturers' decisions, and as a consequence, it cannot guarantee an older website will work correctly on newer browser versions and so ANTiT always recommend that the Customer upgrades its Customer Website. ANTiT reserves the right to apply a charge to make an older site compatible if required. For the avoidance of doubt, this clause is subject to clause 5.12.
17. Force majeure
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 90 days, either party may terminate the Contract by written notice to the other party.
18.1 ANTiT may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:
- 18.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;
- 18.1.2 the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
- 18.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue; or
- 18.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
18.2 ANTiT may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
- 18.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
- 18.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
- 18.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
- 18.2.4 becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
- 18.2.5 becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
- 18.2.6 becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
- 18.2.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
- 18.2.8 has a resolution passed for its winding up;
- 18.2.9 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
- 18.2.10 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within [seven] days of that procedure being commenced;
- 18.2.11 has a freezing order made against it;
- 18.2.12 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
- 18.2.13 is subject to any events or circumstances analogous to those in clauses 18.2.1 to 18.2.12 in any jurisdiction
- 18.2.14 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 18.2.1 to 18.2.13 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
18.3 ANTiT may terminate the Contract at any time by giving not less than four weeks’ notice in writing to the Customer if the Customer undergoes a change of Control
18.4 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle ANTiT to terminate the Contract under this clause,18, it shall immediately notify ANTiT in writing.
18.5 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of ANTiT at any time up to the date of termination.
18.6 Notwithstanding the provisions of clauses 18.1 to 18.5 above, which set out either parties right to terminate this contract, each party’s rights, governing term and termination provisions will vary according to the Goods, products(s) and/or Service(s) being provided. Such terms governing the relevant Goods, product(s) and Service(s) being provided to the Customer have been addressed in the Schedule in of these Terms. Where the Schedule sets out Terms which conflict with this clause 18 as to notice period or term, the Schedule will prevail.
18.7 The Customer acknowledge and agree that the minimum length of any Ongoing Service(s) ANTiT provides to the Customer will be 12 months from the date of the Order unless stated otherwise. The Customer further agrees that unless they cancel our Ongoing Service one month before the first anniversary of the Order, the contract will automatically renew for a further 12 months (unless stated otherwise) and so on unless and until the Customer provides ANTiT with notice in accordance with this clause.
18.8 Further terms for the minimum length of any Service(s) are given in in the Schedule of these Terms.
19.1 Any notice given by a party under these Conditions shall:
- 19.1.1 be in writing and in English;
- 19.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and
- 19.1.3 be sent to the relevant party at the address set out in the Contract
19.2 Notices may be given, and are deemed received:
- 19.2.1 by hand: on receipt of a signature at the time of delivery;
- 19.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
- 19.2.3 by Royal Mail International Tracked & Signed OR Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting; and
- 19.2.4 by email on receipt of an email from the correct address.
19.3 In order for any notice given by the Customer under this Agreement to take effect the notice given will be for a whole calendar month (e.g if notice is given on the 15th March 2023 the notice would expire on 30th April 2023) regardless as to the date during the calendar month the notice was given.
19.4 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 19.1 and shall be effective:
- 19.4.1 on the date specified in the notice as being the date of such change; or
- 19.4.2 if no date is so specified, three Business Days after the notice is deemed to be received.
19.5 All references to time are to the local time at the place of deemed receipt.
19.6 This clause does not apply to notices given in legal proceedings or arbitration.
20. Cumulative remedies
The rights and remedies provided in the Contract for ANTiT only are cumulative and not exclusive of any rights and remedies provided by law.
Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Customer’s obligations only.
22. Further assurance
The Customer shall at the request of ANTiT, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
23. Entire agreement
23.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
23.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
23.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.
25.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without ANTiT’s prior written consent. For the avoidance of doubt this include the Customer Website, which is for the Customer’s sole use and the Customer may not assign it to a third party.
25.2 Notwithstanding clause 25.1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives ANTiT prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.
26. Set off
26.1 ANTiT shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which ANTiT has with the Customer.
26.2 The Customer shall pay all sums that it owes to ANTiT under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
27. No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
28. Equitable relief
The Customer recognises that any breach or threatened breach of the Contract may cause ANTiT irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to ANTiT, the Customer acknowledges and agrees that ANTiT is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
29.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
29.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
30.1 No failure, delay or omission by ANTiT in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
30.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by ANTiT shall prevent any future exercise of it or the exercise of any other right, power or remedy by ANTiT.
30.3 A waiver of any term, provision, condition or breach of the Contract by ANTiT shall only be effective if given in writing and signed by ANTiT, and then only in the instance and for the purpose for which it is given.
31. Compliance with law
31.1 The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
31.2 If the Customer chooses the Customer Website services ANTiT will use all reasonable efforts to update, as and when necessary, those areas of the Customer Websites which require modification and changes to satisfy the requirements of the relevant Applicable Law and network to which the Customer is a member. Such changes will usually be required as a result of new legislation, any changes to the relevant Compliance Authority or network to which the Customer is a member, and the effects of the annual government budget. These changes will usually be made free of charge only where the change is related to the Website Themes licence agreements . Any development work that falls outside of this agreement or changes to bespoke websites (regardless as to whether there is a support contract in place) will be charged separately.
31.3 If the Customer’s business requires that the Customer Website must be approved by the relevant Applicable Law or a network to which they are a member, the Customer Website will not be made accessible in the public domain until the Customer or the relevant Applicable Law or network to which they are a member has approved the Customer Website and the Customer has instructed ANTiT to make the Customer Website "live". Any reasonable amendments required to satisfy the relevant Applicable Law or network to which the Customer is a member will be made at no additional cost to the Customer before this point. Any amendments requested following the Customer Website being made “live” will be chargeable where there is not a support contract in place.
31.4 ANTiT are not authorised to confirm that the Customer Content/Data will satisfy the relevant Applicable Law or network to which the Customer is a member, and the Customer remains responsible at all times for satisfying the requirements of the relevant Applicable Law or network to which the Customer is a member. Furthermore, the Customer is responsible for keeping a copy of the Customer Website and details of all changes to the Customer Website for compliance purposes. ANTiT will ordinarily retain only a copy of the most current version of the Customer Website.
31.5 For the avoidance of doubt, ANTiT will not be held responsible for: (a) delays to a website because of the Customer’s failure to provide ANTiT with the necessary information and/or feedback in a timely manner; and/or (b) how long compliance takes to review a website and provide approval.
32. Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions and Part E of the Schedule shall prevail to the extent of the conflict, unless otherwise stated in this Agreement.
33. Costs and expenses
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
34. Third party rights
34.1 Except as expressly provided for in clause 34.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
34.2 Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
35. Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
ADDITIONAL TERMS GOVERNING THE CUSTOMER WEBSITE DESIGN SERVICES
These additional terms are to be read in combination with the terms if the Customer has made an Order for the provision of Customer Website Design Services.
1. TERMS OF PAYMENT
1.1 The Customer shall, at the time of submission of an Order to the Customer, pay to ANTiT a non-refundable deposit of 50% of the value shown on the Order attributable to the Customer Website Design Services
1.2 ANTiT shall invoice the Customer;
- 1.2.1 immediately on completion of the draft of the Customer Website, a further 25% of the value shown on the Order attributable to the Customer Website Design Services;
- 1.2.2 thirty days following the completion of the Customer Website, a final 25% of the value shown on the Order attributable to the Customer Website Design Services;
- 1.2.3 for Ongoing Service(s) provided to the Customer during each month on an agreed date each month or annually either by Standing Order or Direct Debit payment or via invoice.
2. CUSTOMER WEBSITE DESIGN SERVICES
2.1 Upon the placing of an Order for Customer Website Design Services, ANTiT will provide the Customer Website Design Services to the Customer, based on the Specification provided by the Customer, and including, if applicable, the Standard Content and any Add-On(s) or other additional features agreed between the Customer and ANTiT and as outlined in the Specification.
2.2 The Customer agrees to provide ANTiT with the Information detailed in the Specification prior to ANTiT commencing its Service(s). ANTiT are also expected to provide periodic feedback when prompted.
2.3 If required, ANTiT shall obtain for the Customer a selected Domain Name (subject to availability, and at the Customer’s cost) and take responsibility for the management of the Domain Name at no cost to the Customer until the end of the Domain Name's current registration period, at which time a renewal fee will become due.
2.4 Upon confirmation of cleared funds covering the upfront deposit, ANTiT shall enter the building of the Customer Website Design Services onto its schedule of work.
2.5 ANTiT will use reasonable endeavours to undertake the building of the Customer Website Design Services in a timely manner, subject to the Customer supplying (if applicable) information such as but not limited to company logos, corporate branding and any other specified items for inclusion in the Customer Website Design Services. However, the dates and timeframes provided for carrying out the Services and delivery of the Customer Website are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.
2.6 The Customer warrants that they have obtained appropriate copyright permissions to use all images, logos, designs and pictures supplied by the Customer. The Customer hereby indemnify ANTiT against any and all losses (whether direct or indirect) suffered by them as a result of the Customer’s failure to comply with this clause.
2.7 Any samples, demos, screenshots, designs or other features relating to the Customer Website Design Services as displayed on WEBPRO and any associated websites are representative examples only. The Specification, and any amendments or variations to the Specification, as agreed between the Customer and ANTiT shall constitute the entire Contract between the parties.
2.8 If required and agreed between the Customer and ANTiT, ANTiT shall supply Ongoing Service(s) to the Customer upon completion of the Customer Website Design Services which are not limited to website support and website maintenance, for which charges will apply.
3. TERM AND TERMINATION
3.1 On receipt of the Customer’s Order and a non-refundable deposit of 50% of the value shown on the Order attributable to the Customer Website Design Services, the Contract is deemed to have commenced.
3.2 Any subsequent cancellation by the Customer would result in the 50% deposit being retained by ANTiT, and title to the Product(s) and/or Service(s) supplied under the Order would be retained by ANTiT.
3.3 If, on receipt by ANTiT of a notice of cancellation, it is deemed that in excess of 50% of the Order has been completed, the Customer agrees to pay ANTiT the difference in cost between the deposit and the work completed up until the date of the notice of cancellation.
3.4 Upon termination of the Contract, the Customer shall cease immediately to be entitled to use the Customer Website Design Services unless or until they have paid to ANTiT all outstanding charges up to the date of termination together with any sums due in respect of the Ongoing Service(s).
ADDITIONAL TERMS GOVERNING THE CUSTOMER WEBSITE THEME SERVICES
These additional terms are to be read in combination with the terms if the Customer has made an Order for the provision of Customer Website Theme Services.
1. TERMS OF PAYMENT
1.1 For Customer Website Themes, an upfront set-up fee and an initial licence fee equivalent to the value of one month’s subscription are payable upon submission of the Customer’s Order to ANTiT.
1.2 The Customer agrees to cooperate with ANTiT so that they are able get the Customer Website live within three months following the receipt of the Order. A monthly licence subscription fee will be payable to ANTiT either:
- (a) when the Customer Website goes live; or
- (b) three months following the Order (whichever is the earlier).
- Payments shall be made to ANTiT by Standing Order or Direct Debit, irrespective of whether the Customer Website Theme has yet been reviewed and signed off by the Customer and irrespective of whether the Customer Website Theme has yet been submitted to or approved by the relevant Applicable Law. For the avoidance of doubt, ANTiT will not charge the Customer if the site has been submitted to the Applicable Law within this three-month period and is awaiting approval.
1.3 The monthly licence subscription fee for Ongoing Services may include charges for Add-On(s) or other additional service(s) as listed in the Specification which are not yet active (in whole or part), since certain features which are integrated into the Customer Website Theme may require pre-registration and consequently a commencement of the billing process.
1.4 ANTiT shall invoice the Customer for Customer Website Theme Services, immediately on completion of the Customer Website or within three months following receipt of the Order;
1.5 Any product(s) or service(s) not listed as included in the provision of Customer Website Theme Services will be chargeable extras and ANTiT will endeavour to provide the Customer with a Quotation for such products and services.
2. CUSTOMER WEBSITE THEMES
2.1 For the avoidance of doubt, during the building of the Customer Website Theme, any requests for additional work such as but not limited to a slideshow is chargeable and any images which have been purchased shall be charged to the Customer.
2.2 Upon the placing of an Order for a Customer Website Theme, ANTiT will provide to the Customer a Customer Website Theme as selected by the Customer,, incorporating all standard features and Standard Content and, if applicable, any Add-On(s) or other additional features agreed between the Customer and ANTiT and as outlined in the Specification. The Customer will not be charged for any changes made to the template theme before a draft is submitted, and the Customer acknowledges and agrees that the monthly fees will increase if the Customer decides to go up a level.
2.3 If required, and at additional cost, ANTiT shall obtain for the Customer a selected Domain Name (subject to availability) and take responsibility for the management of the Domain Name at no cost to the Customer until the end of the Domain Name’s current registration period at which time a renewal fee will become due.
2.4 Upon confirmation of cleared funds covering the upfront set-up fee and initial licence fee, ANTiT shall enter the building of the Customer Website Theme onto its schedule of work.
2.5 ANTiT will use reasonable endeavours to undertake the building of the Customer Website Theme in a timely manner, subject to the Customer supplying the following information which may include but not be limited to company logos, corporate branding and any other specified items for inclusion in the Customer Website Theme. However, the dates and timeframes provided for carrying out the Services and delivery of the Customer Website are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.
2.6 The Customer will make every effort to complete the website within 3 months of the date of order, pending compliance approval. If the Customer does not make the required effort to achieve completion of the website and it is delayed for whatever reason, then all fees ANTiT would have earned during the Contract period if the website had been completed within the 3 months will become due. Should the Customer require an extension, this should be applied for in writing, however, ANTiT reserves the right to accept or decline an extension.
2.7 ANTiT will endeavour to chase the Customer from time to time for feedback or content to complete the website, however, the Customer’s failure to communicate or respond to ANTiT in a timely manner, regardless of whether they have chased the Customer recently, will make clause 2.6 enforceable.
2.8 ANTiT reserves the right to delay the start date of the 12 months licence fees due under the Contract, without reference to the Customer, to coincide with the Customer's Website going live, however, this does not constitute a "free licence fee period" but extends the 12 months licence fees start date to the date the Customer's Website goes live and the 12 month licence fees due under the contract will commence from this date.
2.9 ANTiT are entitled to the 12 months licence fees due under the Contract the Customer entered into when ordering the Customer Website Theme Services regardless of how much time has elapsed since the date of the Order.
2.10 The Customer warrants that they have obtained appropriate copyright permissions to use all images, logos, designs and pictures supplied by the Customer. The Customer hereby indemnify ANTiT against any and all losses (whether direct or indirect) suffered by ANTiT as a result of the Customer’s failure to comply with this clause.
2.11 The standard features relating to the Customer Website Theme Services are displayed on ANTiT’s websites and are included in the charges quoted on ANTiT’s websites. ANTiT reserves the right to alter, amend, add to or withdraw elements of the standard features at any time and at their sole discretion.
2.12 The Customer Website Theme demos and screenshots relating to the Customer Website Theme Services as displayed on WEBPRO (or the specific website relevant to the Customer’s industry) are representative examples only. Not every feature displayed on any demo and/or screenshot is included in the standard features of the Customer Website Theme Services.
2.13 The Add-On(s) relating to the Customer Website Theme Services are displayed on WEBPRO and/or any other sites ANTiT offer. Additional charges apply to each Add-On and these charges are not included in the charges for standard features. ANTiT reserves the right to alter, amend, add to or withdraw elements of any Add-On at any time and at ANTiT’s sole discretion. ANTiT will not provide any Add-On(s) unless it is first in receipt of a 50% deposit unless otherwise stated in the payment terms with the Quotation.
3. INTELLECTUAL PROPERTY AND LICENCE
3.1 In respect of the Customer Website Themes, all right, title and interest in and to the Intellectual Property Rights in the Standard Content and the design contained within the Customer Website Theme, the text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software (including applets) shall vest exclusively in ANTiT. All rights are reserved. None of this material may be reproduced or redistributed without ANTiT’s written permission.
3.2 As such, and subject to the agreement between ANTiT and the Customer in respect of clause 3.4 below, ANTiT shall be free to reproduce, use, disclose, display, exhibit, transmit, create derivative works based on, and distribute such material unless specifically agreed otherwise. In addition, ANTiT shall be free to use any ideas, concepts, know how or techniques acquired in the construction of websites for any purpose whatsoever including but not limited to developing, manufacturing, products and any other items incorporating such Information unless specifically agreed otherwise.
3.3 Nothing in this Contract grants to the Customer any rights to sell or market the Customer Website Theme or Specification to any third party.
3.4 All right, title and interest in and to the Intellectual Property Rights in the Customer Content/Data which is provided for publication on the Customer Website either by ANTiT or any other third party (excluding us) commissioned by the Customer, together with all User Generated Content and Information regarding Users shall vest exclusively with the Customer.
4. DELIVERY AND COMPLETION DATES
4.1 ANTiT undertakes to use its reasonable endeavours to provide completed Service(s) to the Customer within the time frame stipulated in the Order, or if no time frame is specified, within 30 days of the date on which ANTiT receives a signed Order from the Customer.
4.2 The dates and timeframes for carrying out the Service(s) and delivery of any Customer Website are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.
4.3 ANTiT will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform save where the same is a result of its negligence.
4.4 No delay (unless material) shall entitle the Customer to reject any delivery or performance or any other Order from the Customer or to repudiate the Contract or the Order.
5.1 The Customer warrants to ANTiT that they have obtained the necessary consents and licenses to use the designs and content of the Customer Website Theme, including all text, phrases, sentences, paragraphs, chapters and images, provided by the Customer. The Customer shall indemnify ANTiT against any loss, damage, cost or expense (including reasonable solicitors' fees and expenses) which ANTiT may suffer or incur as a result of any claim by any third party that the Customer designs or content infringes the Intellectual Property Right of a third party.
5.2 Should any part of Customer Website Theme be copied, reproduced or uploaded for personal or business use in part or in whole, ANTiT reserves the right to demand removal of the offending material, and to apply by way of invoice a monthly licence fee for a period of 12 months minimum, or monthly fees from the first identifiable date of ANTiT’s material existing on the web without permission or licence, up to the end of the month in which the infringement is discovered, whichever is the greater. If necessary, a copyright infringement action will be issued.
5.3 Any modifications to Customer Website Themes, textual or graphics, will be arranged on request, and in some circumstances may be chargeable. The Customer may request any changes (at the Customer’s sole cost) to the structure of the website but it is ANTiT’s decision to allow such changes. ANTiT does not grant access to external parties to its Customer Websites. Any work commissioned from third party suppliers by the Customer for use within the Customer’s Website must be submitted to ANTiT for approval and submission to the Customer’s Compliance Authority prior to uploading to the web.
5.4 If the Customer supplies ANTiT with text, photography, artwork, files, leaflets, brochures, Information or material of any kind, ANTiT will not at any time be responsible whatsoever in regard to copyright, errors or omissions, faults or subsequent damages, including the submission to us by the Customer of software, discs or electronic transfers for publishing on the web.
5.5 If the Customer ceases to use ANTiT’s services, the Customer must not use any part of the Customer Website (except that provided by the Customer or by a third party) on any other website. The content and functionality of each of the Customer Website Themes has been developed and distributed via licence by ANTiT. It is illegal to reproduce or use any of ANTiT’s material and functionality, in part or in whole, without our express written permission.
5.6 Software copyright and versions of software developed specifically for the Customer are covered in ANTiT’s Software Development Contract which is outside the scope of these terms.
6. TERM AND TERMINATION
6.1 Upon submitting to ANTiT a signed Order, the Customer agrees to a minimum Contract term of 12 months in respect of the required website, commencing from the date the website is published live on the web or three months from signing the Order (whichever comes first). This Order is not subject to cancellation once the Customer’s instructions have been received via the online Order or via email. Upon completion of the initial period of twelve (12) months, the Contract term will thereupon change to a rolling, monthly Contract, with a notice period of one (1) calendar month, in writing, by either party.
6.2 In order to achieve the delivery of the Customer’s site within the normally agreed timescale of three months, ANTiT would expect that the client will designate a member of staff who will be responsible for the website project, on the client side, to co-operate in the site construction process and to respond to requests for feedback, approval or content within a reasonable timeframe - considered to be a maximum of seven (7) days. Unless agreed by both parties, in writing, it is understood and agreed that the website construction process should not take more than three (3) months from date of Order, to be completed. Should there be any departure, however, from this specified deadline, by either party, then agreement, in writing, is required, upon an amended date for completion.
6.3 Subject to the above, ANTiT will commence invoicing the website licence fees at the end of the three (3) month construction period. However, if the website has been signed off by the Customer, within the three (3) month construction period, but is awaiting compliance approval, then ANTiT reserves the right to agree to delay the start date when invoicing is due to commence, until such time as compliance approval has been received. It should be noted that in the event that the site completion be delayed, and such delay is solely as a result of the Customer’s lack of response or required co-operation then licence fees will commence as per these terms at the end of the three (3) month construction period.
6.4 ANTIT may cancel the Contract for any reason by providing thirty (30) days’ notice in writing, or, where the reason is that of non-payment, with five (5) days’ notice.
6.5 Upon termination of the Contract, the Customer shall immediately cease to be entitled to use the Customer Website Theme.
1. WEBSITE HOSTING
1.1 The terms governing the hosting of the Customer Website are given in ANTiT’s Software Development Contract which is outside the scope of these Terms.
1.2 The hosting of the Customer Website on ANTiT’s commercial servers may, (depending on what the Customer request sand subject to ANTiT’s confirmation) be included in the charges covered within the Ongoing Service(s).
1.3 Following commencement of the Contract, ANTiT will install the Customer Website onto its commercial servers in accordance with the Specification and provide a connection to the internet via the servers.
1.4 ANTiT may at times provide the Customer a secure means of access to the servers for the reasons specified to the Customer in its confirmation email.
1.5 ANTiT does not warrant that the website hosting service or server(s) will be continuously available 24 hours per day, 7 days per week but will use its reasonable endeavours to keep downtime to a minimum.
1.6 ANTiT may need, at times, to temporarily suspend the web hosting service for repair, maintenance or improvement of the website hosting service. ANTiT will give the Customer as much notice as is reasonably practicable in the circumstances, before initiating the temporary suspension. ANTiT will use reasonable endeavours to restore the website hosting service as soon as reasonably possible.
1.7 The Customer accepts the website hosting service and server(s) "as found" with any faults, or ailings and without any representation, warranty or guarantee whatsoever, express or implied, including without limitations any implied warranty of accuracy, completeness, quality, continuity of service, connectivity and fitness for a particular purpose.
1.8 The Customer Website, including website files and database(s), will be backed up daily and the back up retained for two weeks.
1.9 The contract for Customer Website hosting is for a period of twelve (12) months commencing from the date the Order is accepted by us (the “Term”). The Customer may terminate the hosting contract by providing ANTiT with no less than one (1) months’ notice, but the Customers acknowledges and agrees that should they cancel the hosting contract during the Term, they are still liable to pay ANTiT for the entire 12 months.
2. WEBSITE SUPPORT
2.1 Support of the Customer Website may, (depending on what the Customer request and subject to ANTiT’s confirmation) be included in the charges covered within the Ongoing Service(s).
2.2 Should the Customer request any changes, they must submit them in writing to [email protected]
2.3 The Customer acknowledges that any dates ANTiT provide are merely estimates and time is not of the essence. ANTiT do aim to respond to any Customer requests as soon as practicable, but it must be noted that ANTiT’s response will depend on the complexity of the changes required and its workload at the time.
2.4 The contract for Customer Website support is for a period of twelve (12) months commencing from the date the Order is accepted by ANTiT (the “Term”). The Customer may terminate the support contract by providing ANTiT with no less than one (1) months’ notice, but The Customer acknowledges and agrees that should they cancel the support contract during the Term, they are still liable to pay ANTiT for the entire 12 months.
3. WEBSITE SECURITY
ANTiT generally include basic security updates in its annual support contract. ANTiT reserves the right to charge for any large security updates which it would quote for prior to any work taking place. If the Customer refuse to perform security updates and this compromises the security of the website, and consequently ANTiT’s Servers, it reserve the right to sever the Contract and collect all fees which would have been payable by the Customer to the original expiry date of the Contract. ANTiT may further charge a fee for any work required to move the website to another supplier. ANTiT accepts no responsibility for websites compromised irrespective of whether the Customer has agreed for ANTiT to update security.
4. WEBSITE SERVICES
4.1 Subject to clause 14.2 below, if required, ANTiT will register the Customer’s chosen Domain Name(s) (subject to availability and prevailing advertised costs) and will take responsibility for the management of the Domain Name(s) at no cost to the Customer until the end of the Domain Name's (or Names') current period, which will be for the initial two years following submission of the Order to ANTiT.
4.2 ANTiT does not accept any responsibility for domains expiring as a failure of the Customer’s response or from the Customer’s failure to pay ANTiT for the domain renewal. It is important that the Customer is aware that ANTiT needs confirmation from the Customer and to be in receipt of payment in full before the domain is renewed.
4.3 ANTiT will register the Customer’s Domain Name(s) and act as the registrar for the Domain Name(s). The Customer will be the registrant of the Domain Name(s).
4.4 If the Customer registers its Domain Name with ANTiT, please be aware that the Customer is also entering into a contract with Nominet. The terms of this contract can be found at https://www.nominet.uk/go/terms.
4.5 All subsequent Domain Name renewal fees will be payable by the Customer and are mandatory to ensure the continuing validity and visibility of the Customer Website.
4.6 If the Customer decides to transfer their Domain Name(s) to another service, any costs incurred by ANTiT will be recharged to the Customer at cost plus an administration fee, the value of which will be provided in ANTiT’s confirmation email.
4.7 If the Customer is already in possession of a Domain Name which they wish to utilise, ANTiT will assist in the transfer of the Domain Name as required at cost. The registrar with which the Customer has registered their Domain Name may also require a transfer fee, which is also payable by The Customer. For the avoidance of doubt, ANTiT will not be held responsible for the renewal of the Domain Name until it is the one administering it, at which point the responsibility lies with the Customer as per clause 4.2 above.
4.8 ANTiT reserves the right to refuse to transfer Domain Names if any payments owing to it remain outstanding.
4.9 ANTiT shall accept no liability for any financial loss resulting from a Domain Name or Names not being renewed.
4.10 ANTiT shall have no liability arising from any financial loss due to any registered email address or mailbox not being available.
5. EMAIL SERVICES
5.1 IMAP and Microsoft 365 email boxes are available for an additional charge.
5.2 ANTiT will provide email services on a month by month contract to make it easier for the Customer to add and remove email addresses as and when needed. However, for the avoidance of doubt, ANTiT will not be held responsible for any outages, loss of service or loss of data.
6. ONLINE MARKETING SERVICES
6.1 ANTiT offers a range of online marketing and social media marketing services, including but not limited to social media campaigns, email campaigns, Google Ads, also known as Google AdWords or Pay Per Click (PPC) advertising, and analytics services.
6.2 Prices and payment terms for Online Marketing Services shall be provided to the Customer by email.
6.3 ANTiT offers a comprehensive search engine optimisation (SEO) service.
6.4 Where specified in the Contract or Order, ANTiT shall provide a SEO service to endeavour to maximise the exposure of the Customer Website in response to a search engine search, only in relation to the search engines "Google", "Yahoo" and "Bing". For the avoidance of doubt however, ANTiT cannot guarantee any positive results.
6.5 Whilst ANTiT will use reasonable endeavours to improve the position of the Customer Website in the nominated search engine results in response to a search request, it does not warrant that such service will deliver positive results.
6.6 ANTiT shall have no liability to the Customer for any changes to the Services including but not limited to any position of the Customer Website in the nominated search engine results in response to a search.
7. GRAPHIC DESIGN
Any graphic design service requested will be quoted on a per project basis. Payment for such service will be a 50% deposit and 50% balance on completion. Designs will be owned by the Customer subject to payment in full for the service in accordance with this clause.
8. PAY-PER-CLICK (AdWords) / REMARKETING
8.1 ANTiT may buy Pay-Per-Click advertising on the Customer’s behalf will be directed to the Customer’s Website as part of the Services it provides the Customer.
8.2 These (paid) ads, will come in various forms including Pay-Per-Click, Remarketing, and Online Display ads, and from advertising platforms such as Google AdWords, Bing Ads, Google Display Network
8.3 If the Customer does not already have accounts on these platforms set up, and they need to be set up to enable the delivery of the Services, then the Customer agrees to set these up, including reviewing and agreeing to the platform's terms and conditions, policies and adding the method of payment needed for paying for the advertisements that will run on these platforms.
8.4 If for any reason ANTiT sets up a new account for the Customer (or has done in the past) on an advertising platform such as Google AdWords or Bing Ads, the Customer agrees that ANTiT can agree to the advertising platforms terms and conditions on the Customer’s behalf, and it is the Customer’s responsibility to find or request a copy of those terms and the platform's policies to review them.
8.5 ANTiT has no obligation to supply invoices from the advertising platforms, the Customer must log in to retrieve these invoices, if the Customer does not have a log in, it is its responsibility to request a login from ANTiT.
8.6 The Customer agrees and understands that:
- 8.6.1 it will pay for the advertising on these platforms directly to the platform and ANTiT has no responsibility over the billing, invoicing, or payment for any advertising, this is entirely the Customer’s responsibility;
- 8.6.2 each advertising platform may have different payment rules and it is its responsibility to comply with them;
- 8.6.3 some platforms are based outside of the UK for billing and there may be varied VAT or tax rules and that these and accounting appropriately for these are entirely the Customer’s responsibility;
- 8.6.4 any budgets agreed upon and money spent is exclusive of VAT, and VAT where applicable may be added to the invoice;
- 8.6.5 as part of the delivery of advertising on these platforms, we will change the campaign to try and improve performance, these changes can sometimes have negative as well as positive effects, and if negative effects occur, these are part of the ad optimisation process and the Customer agrees that any negative effects will not be seen as a failure to deliver the Services as agreed;
- 8.6.6 as part of the management of the ads on these platforms, ANTiT may from time to time need to leave the account without changes for a period of time to monitor the effect of previous changes, these monitoring periods can be of any length of time as it see fit, and if the account sees no changes in these periods the Customer agrees that the lack of changes will not be seen as a failure to deliver the Services as agreed;
- 8.6.7 ANTiT shall have no liability whatsoever for loss of current or future sales, enquiries, revenue or profit relating to the Services agreed as applicable to these advertising platforms, management for the advertising, changes in the advertising marketplace, changes to the way the advertising platform operates, or terms and policies, and changes or enforcement of such, by the advertising platforms;
8.7 ANTiT will agree a monthly budget for these platforms, and the Customer agrees that it will have a duty, on an ongoing basis, to keep up to date with and check the budget allocated to and the sums spent through these platforms, either through the platforms invoicing interface or the reports ANTiT set ups/send to the Customer to ensure it matches the Customer’s expectations and ability to pay, and that based on these checks the Customer’s hold sole responsibility for the spend on these platforms.
8.8 As part of the platform's terms, there may be policies which are designed to adhere to local/national law, trading standards, advertising standards, consumer rights, payment, and identity verification, and you agree that compliance and adherence to these is entirely the Customer’s responsibility and ANTiT will take no responsibility for infringement of these, or accounts being blocked, suspended, or cancelled because of them.
8.9 As part of the platform's terms, there may also be other policies relating to rules for the operation of ads on that particular platform, for example, Google’s policies can be found here: https://support.google.com/adspolicy/answer/6008942?hl=en-GB , and the Customer understands that these policies may include but not exclusively, trademark infringement, copyright infringement, issues with reseller compliance, malware, misrepresentation, prohibitive or restricted business types, previously suspended accounts, or associated business suspended accounts, fake or counterfeit products, and the Customer agrees that compliance and adherence to these is entirely its responsibility and ANTiT will take no responsibility for infringement of these, or accounts being blocked, suspended, or cancelled because of them.
8.10 The Customer understands that the platforms have various verification processes, which can be initiated by the platform at any time during the operation of the account, that these could include business, identity, or regulatory verifications, and that the platforms may pause or restrict the account activity whilst these are being undertaken, and they will often require extra documentation to be presented to them, or added by the Customer through the platform, and the Customer agrees that compliance and adherence to these is entirely the Customer’s responsibility and ANTiT will take no responsibility for infringement of these, or accounts being blocked, suspended, or cancelled because of them.
9.1 SEO (Search Engine Optimisation) is an iterative process. As ANTiT works through the Services, and at different stages through the Services, ANTiT will apply different optimisation tactics to move the site to the Customer’s desired goal. Throughout this process, ANTiT might uncover new or additional tactics which are needed, and it cannot be held responsible for not identifying them or applying these tactics within the Services at an earlier point in the engagement.
9.2 Part of the search engines (Google etc.) approach to ranking a website is to appraise the inbound links (hyperlinks) that point to the Customer’s site from other website pages. The search engines prefer a profile of inbound links that they consider ‘natural’, i.e., not artificially influenced by the owners or agents working on behalf of the owners of the website the links point to. As part of the Services ANTiT offers the Customer, it may recommend content placements and other strategies to aid the growth of these links (link building/acquisition), which will artificially influence the profile of the Customer’s inbound links. If the Customer has agreed to such Services, under no circumstances will ANTiT be held responsible for any such activity being identified by the search engines and then negatively affecting the keyword rankings of the Customer’s website, the Customer’s website traffic, enquiries or conversions the Customer gains through its website, this includes receiving an ‘unnatural links’ notice or penalty from Google (either algorithmic or manual).
9.3 ANTiT cannot be held responsible for gains in the Customer’s keyword positions being eroded once our work has stopped.
9.4 ANTiT cannot guarantee keyword rankings. All ranking predictions (if given) are merely estimates and it cannot be held responsible if keyword rankings are not achieved.
9.5 The search engines use algorithms to help determine the Customer’s keyword rankings. Because these algorithms regularly change, ANTiT cannot be held responsible for any reduction in rankings, website traffic, enquiries, sales, revenue or profit, due to a change, development or adaptation to any search engine algorithm, that then devalues or penalises any part of Services ANTiT have delivered, or any specific or broad characteristic of your website, business or marketplace.
9.6 ANTiT cannot guarantee the rankings the Customer sees when it searches with a specific keyphrase or set of keyphrases will be ranked in the same positions within the search engines as the positions we have tracked, ranked and reported on.
9.7 ANTiT uses ranking tracker software to obtain the Customer’s sites rankings and produce ranking reports, details on this software can be found here: https://www.link-assistant.com/ - but ANTiT may use other tools, either to conduct the entire report or parts of the report.
9.8 ANTiT uses this tool in a consistent manner to ensure that rankings from one date to another can show an accurate difference based on the parameters it uses.
9.9 ANTiT uses the same key phrases, with history metrics removed, with the user anonymised, and the location consistent - this aims to ensure the rankings it take from one date to another are an accurate comparison.
9.10 Whilst the software gives exact rankings based on the parameters used, and ANTiT will comment on these exact rankings, the main takeaway from any ranking report should be seen as the trend in the ranking differences - improved or not, overall and within targeted sets of phrases or categories of phrases.
9.11 Rankings from any check can only be considered to be accurate at the exact time they are taken, this is because there is always considerable movement within the competitive environment, the search engines make both small (daily) and large (often monthly) algorithmic ranking appraisal changes, and they serve results differently based on a range of factors including that they test different results to see the differences in their users’ behaviours to improve the engagement that their results receive.
9.12 The factors above mean there is volatility in rankings, so swings can occur, especially with longer tail, longer length key phrases, with low search volume, and in lower positions - this means that phrases with search volume that sit on page one and two of the search results tend to have more stability, and those that don’t tend to have less.
9.13 Rankings examined by other software, or by any individual through their own device will be different - this is because they are affected by personal search behaviour, websites visited on that device, the device (mobile/desktop), differences in anonymisation, differences in exact geographic location, and differences in the day and time the rankings are taken. Therefore, the rankings the Customer will see will be different to the rankings ANTiT takes.
9.14 ANTiT cannot guarantee to identify a Google / Bing penalty, or suppression of site performance because of an algorithm change (including keyword rankings, website traffic, enquiries, sales) prior to its engagement to deliver the Services.
9.15 If the project ANTiT is working on, or the Ongoing Services are to be applied to a website during a redevelopment or migration to a different website/website platform which entails significant changes to site hierarchy and/or website URLs, then significant search engine ranking and organic search traffic volatility should be expected, and for an unspecified period.
9.16 Different search engines have different algorithms and therefore results may differ from one engine to the next. ANTiT cannot be held responsible for any differences across the search engines.
9.17 ANTiT does not take any responsibility or liability for any copyright infringements caused by materials submitted by the Customer. ANTiT reserves the right to refuse to use any material of a copyrighted nature unless adequate proof is given of permission to use such material and if ANTiT without previous knowledge of its copyright, use this material on the Customer’s behalf, under its instruction, the Customer will indemnify ANTiT against any liability in relation to the use of the material and the Customer will be liable for any damages and legal fees incurred due to the copyright infringement.
9.18 Unless specifically requested and agreed, ANTiT’s Services are focused purely on the ‘UK’ focused versions of the search engines, and ANTiT cannot be held responsible for non-UK search engines.
10. Issue Recovery
10.1 There will be natural fluctuations in key phrase rankings and organic traffic, which are attributed to any of the following, either individually or in combination with each other: changes to the Customer’s website, changes to the Customer’s inbound link profile, changes to marketplace behaviour, changes to competitor behaviour, changes to other elements within the Customer’s marketing activities, and changes made by Google to its algorithms and the format of search results.
10.2 ANTiT will monitor the rankings for any agreed target key phrases on a regular basis to be able to keep up to date with these fluctuations.
10.3 If a greater-than-normal negative fluctuation occurs, then ANTiT will act as follows:
- 10.3.1 clarify the fluctuation and report on it to the Customer;
- 10.3.2 investigate the reasons for the fluctuation and provide an outline report of what was found;
- 10.3.3 suggest whether any action can be taken to address the reasons for the fluctuation;
- 10.3.4 plan any recommended actions;
- 10.3.5 gain the Customer’s approval on the recommended actions;
- 10.3.6 move forward with the recommendations; and
- 10.3.7 within a timeframe agreed with the Customer report on the results of the actions.
DATA PROCESSING DETAILS
TECHNICAL AND ORGANISATIONAL SECURITY MEASURES
The terms and conditions which apply to and govern this Order are the Conditions. The parties agree that all other terms and conditions are expressly excluded.
The Customer has read and accepts the Order and Contract subject to the Conditions above.