Terms of Business
The definitions and rules of interpretation in this clause apply in these terms and conditions.
Contract: Any proposal or quote provided by Cheltenham Media to the client, together with these terms & conditions which shall be deemed to form part of such contract.
Client: The person, firm or company who purchases services from Cheltenham Media.
Client’s Equipment: Any equipment, systems, or facilities provided by the client and used directly or indirectly in the supply of the services.
Deliverables: All documents, products and materials developed by Cheltenham Media in relation to the project or the service in any form, including any computer programs or data and any other deliverables specified in the proposal.
Document: Includes, in addition to any document in writing, any artwork, drawing, map, plan, specification, diagram, design, photography, picture or other image, report, tape, disk or other device or record embodying information in any form.
Client Materials: All documents, information and materials provided by the client relating to the services.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Pre-existing Materials: All documents, information and materials provided by Cheltenham Media relating to the services which existed prior to the commencement of the contract including computer programs and data.
Project: Any project for the provision of services and which is described in a proposal.
Proposal: Any proposal or quotation provided by Cheltenham Media to the client and which is agreed between the parties.
Services: Such as marketing/ design/ consultancy/ photography/ PR services, or any other services (such as web hosting) which the parties agree that Cheltenham Media shall provide to the client.
Third Party Costs: The cost of all services and products acquired by Cheltenham Media from the third parties in connection with the provision of the services, including print, mailshots, venue hire, postage, couriers, website hosting services, advertising, data sourcing, image sourcing, and the supply of any materials.
Website: Any website designed, created or hosted by Cheltenham Media under the terms of any proposal.
Website Software: Where the contract includes website development, the software for the website commissioned by the client.
Condition, schedule and paragraph headings shall not affect the interpretation of these conditions.
A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
Where the words include(s), including or in particular are used in these terms and conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
2. APPLICATION OF CONDITIONS
These Conditions shall:
- apply to and be incorporated into the contract; and
- prevail over any inconsistent terms or conditions contained, or referred to, in the client’s purchase order, confirmation of order, acceptance of a proposal or specification, or implied by law, trade custom, practice or course of dealing.
Any proposal or quotation submitted by Cheltenham Media to the client is valid for a period of 28 days from its date unless otherwise agreed, provided that Cheltenham Media has not previously withdrawn it.
3. COMMENCEMENT AND DURATION
Cheltenham Media shall provide the services from such date as Cheltenham Media shall specify.
The services shall continue to be supplied until the project is completed or until the contract is terminated by one of the parties.
Cheltenham Media shall use reasonable endeavours to provide the services, and to deliver the deliverables to the client, in accordance in all material respects with the proposal.
Cheltenham Media shall use reasonable endeavours to meet any performance dates specified in the proposal, but any such dates shall be estimates only and time shall not be of the essence of the contract.
It is the client’s responsibility to check and approve in writing any proofs submitted by Cheltenham Media and Cheltenham Media accepts no responsibility or liability for any errors identified once the proofs have been approved. Cheltenham Media shall be entitled to charge for all costs and expenses incurred in making any alterations to proofs once these have been approved.
5. CLIENT’S OBLIGATIONS
The Client shall:
- co-operate with Cheltenham Media in all matters relating to the services for the project.
- provide, in a timely manner, such client material and other information as Cheltenham Media may request and ensure that it is accurate in all material respects; and
- inform Cheltenham Media of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the client’s premises where Cheltenham Media may be required to attend.
If Cheltenham Media’s performance of its obligations under the contract is prevented or delayed by any act or omission of the client, its agents, sub-contractors or employees, Cheltenham Media shall not be liable for any costs, charges or losses sustained or incurred by the client arising directly or indirectly from such prevention or delay, and Cheltenham Media shall be entitled to charge the client as if the services had been performed in full.
The client shall be liable to pay to Cheltenham Media, on demand, all reasonable costs, charges or losses sustained or incurred by Cheltenham Media (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the contract, subject to Cheltenham Media confirming such costs, charges and losses to the client in writing.
6. CLIENT MATERIALS
The Client shall ensure that the client materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party intellectual property rights) (inappropriate content).
If the Services include Website hosting, the client acknowledges that Cheltenham Media has no control over any content placed on the website by visitors to the website and does not purport to monitor the content of the Website. Cheltenham Media reserves the right to remove content from the website where it reasonably suspects such content is inappropriate content. Cheltenham Media shall notify the client promptly if it becomes aware of any allegation that any content on the website may be inappropriate content.
The client shall indemnify Cheltenham Media against all damages, losses and expenses arising as a result of any action or claim that the client materials constitute inappropriate content.
Cheltenham Media may include a statement on the home page of the Website that the Website was designed by Cheltenham Media.
7. CHANGE CONTROL
If either party requests a change to the scope or execution of the services, Cheltenham Media shall, within a reasonable time, provide a written estimate to the client of:
- the likely time required to implement the change;
- any variations to Cheltenham Media’s charges arising from the change; and
- any other impact of the change on the terms of the contract.
If the client wishes Cheltenham Media to proceed with a change, Cheltenham Media has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges and any other relevant terms of the contract to take account of the change.
Cheltenham Media may charge for its time spent in assessing a request for change from the client at its standard daily/hourly fee rates.
8. CHARGES AND PAYMENT
Where the services are provided as a project, the total price for the services shall be the amount set out in the proposal.
Cheltenham Media will charge the client for all third party costs stated in any proposal or as otherwise agreed with the client.
First projects are billed 50% in advance on payment by return, thereafter projects are invoiced on a flexible monthly payment terms, (Subject to status) and agreement from Cheltenham Media.
8.4 14 Day payment terms
Cheltenham Media’s payment terms are 14 days from the issue date of the invoice. Cheltenham Media will send a reminder when your payment is due. If you have any objections or problems with payment, please contact us as soon as possible, so that we can address your problem before payment is deemed late. Please note that any objections to the invoice itself must be raised within 7 days of receiving the invoice.
Beyond 14 days (or any other payment term Cheltenham Media have agreed with you), your payment will be considered overdue. At 30 days after the date of your invoice, Cheltenham Media will issue a revised invoice with late payment charges added at 10%. Where applicable, Cheltenham Media also reserves the right to remove the service provided. We will issue a new charge each and every 30 days from then on until the amount is settled.
If invoices are repeatedly paid late, Cheltenham Media will cancel your credit and require payment upfront prior to any work being conducted. Cheltenham Media will also undertake any legal action where appropriate to recover outstanding payments.
Without prejudice to any other right or remedy that it may have, if the client fails to pay Cheltenham Media on the due date, Cheltenham Media may:
- charge interest on such sum from the due date for payment, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and Cheltenham Media may claim interest under the late payment of commercial debts (Interest) Act 1998 & European Directive 2011/7/EU; and
- suspend all services until payment has been made in full.
Cheltenham Media will issue its final invoice when work is completed according to the brief set out at the beginning of your project. If a project cannot be completed due to issues outside of our control such as; supply of content from you (the client) or third party hosting issues with domain transfer Cheltenham Media will still issue the final invoice.
Final project payment does not constitute an end to the service provided by Cheltenham Media. Client website development and support will continue as per any agreement made with you (the client).
Once final payment is made ownership of all items relating to your project will transfer to you, until such time as final payment is made all work remains the property of Cheltenham Media.
9. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in the deliverables (including in the content of any website and the website software), but excluding the client materials, arising in connection with the contract shall be the property of Cheltenham Media, and Cheltenham Media hereby grants the client a non-exclusive licence of such intellectual property rights for the purposes for which the Deliverables are provided. Such licence shall terminate on termination of the contract.
The client shall indemnify Cheltenham Media against all damages, losses and expenses arising as a result of any action or claim that the client materials infringe the intellectual property rights of any third party.
Cheltenham Media shall indemnify the client against all damages, losses and expenses arising as a result of any action or claim that any deliverables infringe any intellectual property rights of a third party, other than infringements referred to in clause 9.2.
10. CONFIDENTIALITY AND DESIGN’S PROPERTY
The client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, third party suppliers/ contractors or initiatives which are of a confidential nature and have been disclosed to the client by Cheltenham Media, its employees, agents or sub-contractors and any other confidential information concerning Cheltenham Media’s business or its services which the client may obtain. The client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the client’s obligations to Cheltenham Media, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Client.
All Documents and materials supplied by Cheltenham Media to the client (including pre-existing materials) shall, at all times, be and remain, as between Cheltenham Media and the client, the exclusive property of Cheltenham Media, but shall be held by the client in safe custody at its own risk and maintained and kept in good condition by the client until returned to Cheltenham Media, and shall not be disposed of or used other than in accordance with Cheltenham Media’s written instructions or authorisation.
This clause 10 shall survive termination of the contract, however arising.
11. DATA PROTECTION
The client acknowledges and agrees that details of the client’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Cheltenham Media in connection with the services.
Where the services include website hosting, Cheltenham Media warrants that, to the extent it processes any personal data on behalf of the client:
- it shall act only on instructions from the client; and
- it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
In this clause 11, personal data has the meaning given in the Data Protection Act 1998.
12. WEB HOSTING & DOMAINS
Cheltenham Media can supply various website hosting options to meet your requirements. This will include unlimited emails, website statistics, and technical support. Cheltenham Media constantly reviews your hosting to make sure you’re on the right package, which means you don’t pay for any increase until the following renewal.
- Low (15GB storage, 512Mb RAM, MySQL Database, Single Domain, SSL) £80.00 per annum
- Medium (100GB storage, 1GB RAM, Multiple MySQL Database, Single Domain, SSL, SSH, 2 x CPU) £150 per annum
- High (200GB storage, 2GB RAM, Multiple MySQL Database, Multiple Domains, SSL, SSH, 4 x CPU) £200 per annum
- Very high (500GB storage, 4GB RAM, Multiple MySQL Databases, Multiple domains, SSL, SSH, 8 x CPU) £250 per annum