Terms And Conditions Of Business

These Conditions shall govern the Contract between (1) Ade Lewis Ltd trading as Ade Lewis and (2) the Client to the exclusion of all other terms that the Client seeks to impose or incorporate or which are implied by trade, custom, practice or a course of dealing. Ade Lewis may agree variations to these terms but such variations must be in writing and signed by Ade Lewis. A variation of these terms cannot be inferred from a course of behaviour.

In these Conditions, the following definitions shall apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business

Client: the person, firm or company who purchases Services from Ade Lewis

Conditions: these terms and conditions

Contract: the contract between Ade Lewis and the Client for the supply of goods and services in accordance with these Conditions

Contract Fee: all fees and expenses due to Ade Lewis from the Client in accordance with the Contract as set out in the Specification

Inappropriate Content: 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)

Intellectual Property (Rights): patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Procured Service: services procured from third parties by Ade Lewis on behalf of the Client as part of the Service

Service(s): the services supplied by Ade Lewis in accordance with the Specification

Specification: the description or specification of the services provided in writing by Ade Lewis to the Client

Ade Lewis: Ade Lewis Limited (registered company number 11070601, whose registered office is at 160 Kemp House, City Road, London, EC1V 2NX)

1. The contract

1.1. Ade Lewis provides graphic design, brand consultancy, web and application development, marketing consultancy, design advice, email marketing, digital planning, social media, search engine optimisation services, print and signage design and installation and other website services relating to the marketing, advertising and promotion of the Client’s goods and/or services and the Client’s brand and corporate identity and will:-

1.1.1. on request pitch for such work ; and/or

1.1.2. provide such advice in accordance with a Specification.

1.2. Ade Lewis will provide the Service with reasonable skill and care in accordance with the Specification unless prevented by circumstances beyond its reasonable control.

1.3. The Client shall notify Ade Lewis within 7 days of delivery in relation to any complaint about the quality of the Service. In the absence of such notification the Client shall be deemed to have accepted the quality of the Service.

1.4. A binding Contract for the provision of the Service (incorporating these terms), will be made when Ade Lewis confirms in writing (which for the avoidance of doubt includes email) the instructions received from the Client in the form of the Specification.

1.5. Ade Lewis will accept and act upon instructions communicated to it by any means by the Client and/or its representative, agents or authorised persons and it is not obliged to seek verification of such instructions.

1.6. During the course of the Service, Ade Lewis and/or the Client may suggest variations to the Specification including delivery times and specification for the Service. Such modifications must be agreed by Ade Lewis and the Client and recorded in writing. Ade Lewis reserves the right to charge the Client additional fees and expenses for any modification to the Service.

1.7. All original artwork produced by Ade Lewis as part of the Service remains the property of Ade Lewis unless expressly agreed in writing to the contrary and shall be returned undamaged and unmarked.

2. Client’s obligations

2.1. The Client shall be solely responsible for providing Ade Lewis with all necessary information concerning its goods and services, the Service, the market and generally. Ade Lewis shall not be responsible for any shortcomings in such information. The Client accepts that its knowledge and experience in its industry sector and of its goods/services is vital in this regard.

2.2. Any advertising material supplied by or on behalf of the Client must comply with all trade description advertising rules and regulations and consumer protection legislation and any other applicable laws, regulations or third party rights and will not include Inappropriate Content. The Client shall remain responsible for all content provided by or on its behalf (including content created by Ade Lewis including but not limited to blogs and social media posts). The Client agrees to indemnify Ade Lewis against all damages, losses and expenses as a result of any action or claim that the content constitutes Inappropriate Content.

2.3. The Client acknowledges that Ade Lewis has no control over any content placed on the Client’s website by visitors, particularly via social media, and further acknowledges that Ade Lewis does not purport to monitor content of the website.

2.4. The Client shall be responsible for providing all necessary permissions, licences and consents which may be required for the provision of the Service unless Ade Lewis has expressly agreed in writing to be responsible.

2.5. The Client warrants that it either owns or holds the necessary licences in respect of the materials supplied by it or on its behalf to Ade Lewis in connection with the provision of the Service and shall indemnify Ade Lewis against all costs, claims, liabilities and direct or indirect losses if this is not the case.

2.6. While the Service includes the provision of direct mailing services, the Client is responsible for complying with the terms and conditions of the data supplier in relation to the use of mailing lists obtained.

2.7. The Client will be responsible for supplying all text and image copy requested by Ade Lewis in a timely manner. The Client acknowledges that any delay in providing the required copy to Ade Lewis will delay the completion of the Service. Failure by the Client to provide such information and copy within 12 months from the date the Service was entered into shall entitle Ade Lewis to cease provision of the Service without further notice to the Client. If the Client wishes to recommence the Service, Ade Lewis shall be entitled to provide a new quote.

2.8. Where Ade Lewis provides content for approval by the Client, the Client must promptly raise any objections in writing. Failure to provide any objection within a reasonable period shall entitle Ade Lewis to publish the content. For the avoidance of doubt, all content remains the responsibility of the Client in accordance with clause 2.2 and Ade Lewis’s liability shall be limited in accordance with clause 20.

3. Fees

3.1. The fee for the Service includes studio costs and fees (plus additional charges for extras and modifications), sub-contractor and supplier costs contracted by Ade Lewis in connection with the Service and all reasonable expenses including materials, travelling and accommodation expenses, courier fees, printing costs and electronic costs including a handling charge in relation to such expenses and is exclusive of VAT and local tax (the Contract Fee).

3.2. Any estimate given for the whole or any part of the Contract Fee is based upon information available to Ade Lewis at the time and shall remain valid for 2 months and is given in good faith and shall be treated as an estimate only and all errors and omissions shall be accepted.

3.3. Ade Lewis reserves the right to make an additional charge to the Client when it becomes necessary to work unsociable hours to meet the delivery times required by the Client although whenever it is practicable to do so this will be drawn to the attention of the Client before such work is undertaken.

3.4. Any estimate of the Contract Fee includes delivery of the Service to the principle business address of the Client or as stipulated in the agreed brief and additional charges may be incurred if delivery is then required to another location. For the avoidance of doubt delivery of printed materials will be made to Ade Lewis for collection by the Client. If the Client requires delivery of printed material Ade Lewis will charge the Client an additional delivery fee.

3.5. Ade Lewis reserves the right to make reasonable changes to the Contract Fee to reflect increases to cost of production that would not reasonably have been anticipated at the time the Contract Fee was estimated.

3.6. Ade Lewis reserves the right to change its current rates for all preliminary and/or experimental work undertaken at the request of the Client and not included in any estimate of the Contract Fee.

3.7. The Client must contact Ade Lewis concerning any queries with an invoice within 5 working days of the date of the invoice.

3.8. Payment of the Contract Fee shall be made in pounds sterling within 30 days of the date of the invoice or via Direct Debit, as appropriate, unless otherwise stated. Failure to pay invoices or maintain Direct Debits in accordance with this clause shall entitle Ade Lewis to cease providing the Service without further notice. Ade Lewis shall be entitled to charge interest and claim the costs of recovery and statutory compensation on overdue sums. Interest will be calculated from the invoice date to the date of payment. Irrespective of the Client’s instructions and without waiving any of its rights under these Conditions, Ade Lewis reserves the right to apply any payments received from the Client to any outstanding invoice or part of the Contract Fee.

3.9. The Client may not withhold payment of any part of the Contract Fee or any expenses or other monies due to Ade Lewis, by reason of claims or alleged claims against Ade Lewis unless the amount to be withheld has been agreed in writing by Ade Lewis as due to the Client or has been awarded in adjudication, arbitration or litigation in favour of the Client in relation to the same project but where a claim is based on fraud all rights of deduction or set off are excluded.

3.10. The title or licence to use any property or any intellectual property forming part of the Service shall pass to the Client when and only when the full Contract Fee for the Service has been received by Ade Lewis in cleared funds.

3.11. Where the Contract Fee is quoted in stages then each stage shall be under these Terms and Conditions and Ade Lewis shall be entitled to require up to 50% of the estimated Contract Fee for each stage to be paid in advance.

3.12. For new business, Ade Lewis may, at its discretion, require up to 50% of the total estimated Contract Fee to be paid in advance and will not commence work until this has been received.

3.13. Ade Lewis reserve the right to invoice the Client for third party costs prior to commissioning and Ade Lewis reserves the right to wait until such costs have been paid before commencing work.

3.14. Ade Lewis reserves the right to withhold final delivery of the Service until the Contract Fee has been paid in full.

3.15. The Client shall pay Ade Lewis any expenses incurred by or in connection with the recovery of monies owed by the Client to Ade Lewis.

4. Delivery

4.1. The delivery times of the Service stated by Ade Lewis in the Specification are reasonable estimates. Ade Lewis will use its reasonable endeavours to meet Client timescales but such dates shall be estimates only and time shall not be of the essence unless expressly agreed in writing.

4.2. The Client recognises that for Ade Lewis to be able to perform their Services in a timely fashion and to meet any agreed timetable the Client must also respond to enquiries provide requested information, copy etc. and deal promptly with the signing off and approval of materials submitted to it. The Client acknowledges that if it fails to do this then Ade Lewis cannot be expected to perform the Service within the agreed period of time.

5. Intellectual property

5.1. The copyright of Ade Lewis and that secured from its sub contractor, in literary, musical and artistic work, including specifications, designs, drawings, illustrations, texts, scores, photographs, films and music whether stored or displayed physically or electronically and on whatever medium, and design right in designs and goods (the Intellectual Property),in the final design chosen for implementation by the Client shall pass to the Client absolutely subject only to the restrictions in clauses 5.3 and 5.4.

5.2. For the avoidance of doubt, all Intellectual Property Rights and any work arising from the Service that is not part of the final work selected by and delivered to the Client for implementation or in anything used or developed within the Service (such as rights and computer programmes, systems, lists, databases, schedules, documents or otherwise) shall, unless Ade Lewis expressly agree otherwise in writing, remain with Ade Lewis and the Client shall have no interest whatsoever therein.

5.3. The Client will allow Ade Lewis the unrestricted right to use the Intellectual Property Rights passing to the Client in any aspects that are common placed in the design of work of the same nature as that undertaken for the Client.

5.4. The Client agrees that unless it shall first obtain with prior written approval of Ade Lewis, it shall not use or exploit the work created for it by Ade Lewis outside of the market sector and territory envisaged by the agreed brief.

5.5. Where Intellectual Property Rights in any aspect of the final selected work are reserved to Ade Lewis then Ade Lewis will grant to the client a non-exclusive licence therein for the purpose of using or exploiting the work for the purpose envisaged by the Specification.

6. Licencing of intellectual property and third party software

6.1. Ade Lewis will retain all Intellectual Property Rights in relation to the computer software (including any code) developed for the Client during the Service.

6.2. Ade Lewis may use licenced software in the provision of the Service. Any such use is personal to Ade Lewis and it may be necessary for the Client to obtain its own licence. In such circumstances, Ade Lewis will when expressly agreed as part of the Service advise upon the licence required and use its reasonable endeavours to assist the Client to obtain the relevant licence.

6.3. Ade Lewis is not liable for the costs thereof or the failure of the Client to hold any necessary licence.

6.4. Ade Lewis may use open source software in the provision of the Service. Ade Lewis will not grant any licence or give any warranty in respect of such software.

7. Reservation of technical and artistic concepts

7.1. Ade Lewis will not infringe the rights granted to the Client by clause 5.1 but reserves exclusive right to use all other designs, software, concepts, ideas or Intellectual Property developed during the course of the Service.

8. Multi designs

8.1. If more than one design is chosen by the Client and this was not provided for in the agreed brief an additional fee may be payable by the Client.

9. Sub contractors’ intellectual property

9.1. Ade Lewis will use reasonable endeavours to procure for the Client an exclusive licence of all Intellectual Property of its sub contractors.

9.2. Clients are reminded that illustrators, photographers, musicians and copyrighters usually retain ownership of the original work and may demand its return undamaged although this should not restrict the Client’s use within the negotiated usage rights.

10.  Originality

10.1. Ade Lewis warrants that its own design is original and that it will not knowingly or negligently infringe the right to Intellectual Property of a third party but (unless expressly agreed to the contrary in writing) is under no obligation to make any service or enquiry in this respect and save as provided it shall have no liability to the Client in respect of any infringement or alleged infringement of intellectual property or passing off.

11.  Photography

11.1. For the avoidance of doubt, where the Service includes photography, the Client’s use of such photography will be a copyright licence basis only unless otherwise agreed in writing.

12.  Moral rights

12.1. Ade Lewis hereby reserves its moral rights in the work created during the Service.

12.2. The Client shall identify Ade Lewis as author of the work as directed by Ade Lewis.

13.  Materials and Subcontractors

13.1. If the Service includes Procured Service then Ade Lewis will in accordance with the Specification advise on and procure third parties that Ade Lewis reasonably considers are appropriate for the Service.

13.2. Ade Lewis will assign to the Client the benefit of all contractual and implied warranties and guarantees relating to the Procured Service and shall have no further liability whatsoever in relation to the Procured Service.

13.3. The Client will be solely responsible for actions and claims against any contractor or subcontractor and shall indemnify Ade Lewis therefrom.

14.  Cancellation of Contract

14.1. The Client shall be entitled to cancel the Service at any time upon 30 days’  notice.

14.2. Ade Lewis shall be entitled to terminate the Contract immediately if any part of the Contract Fee is outstanding (though not formally disputed) 30 days after the due date, where any Direct Debit lapses without Ade Lewis’s prior agreement, if the Client shall go into liquidation, receivership or equivalent (or if proceedings are issued in relation thereto) or if it shall enter into an agreement with its creditors. Ade Lewis shall also be entitled to terminate the contract where information or copy has not been provided within 12 months in accordance with clause 2.7.

14.3. Ade Lewis reserves the right to terminate the Contract immediately if, in its reasonable opinion, the continuing involvement with the Client or the Service might be damaging to the goodwill and reputation of Ade Lewis.

14.4. On termination of the Contract for any reason, the Client shall immediately pay to Ade Lewis all outstanding invoices and amounts due in respect of the Contract Fee (including any invoices raised following termination of the Contract which relate to the Service up to the date of cancellation). For the avoidance of doubt, sums due to Ade Lewis on termination of the Contract shall be not less than 50% of the Contract Fee.

14.5.Subject to the payment to Ade Lewis of all sums due in accordance with clause 14.4, the Client shall be entitled to select, and receive Intellectual Property Rights in accordance with clause 5, in one of the designs that has been presented to the Client prior to the date of termination but for the avoidance of doubt, in such circumstances, no right or interest in any software source files shall pass to the Client.All materials relating to any other designs presented by Ade Lewis shall be returned forthwith. For the avoidance of doubt, unless a minimum of 50% of the Contract Fee has been paid to Ade Lewis the Client shall receive no rights in respect of any design, materials or Intellectual Property.

15.  Duty of confidentiality

15.1. Each party will use its best endeavours to preserve the confidential information of the other and will comply with the other’s reasonable requirements in this regard. The Client recognises that Ade Lewis’s methods of working and pricing structures are proprietary and not generally in the public domain.

15.2. Ade Lewis rely upon the Client to inform it if any information or material produced to Ade Lewis in connection with the provision of the Service is particularly confidential and, where appropriate, all such materials supplied to Ade Lewis shall be marked accordingly.

15.3. Each party shall comply with the obligations under the Data Protection legislation relating to the use and storage of personal information.

16.  Hosting

16.1. Where the Service to be provided by Ade Lewis requires there to be hosting arrangements then one of the following shall apply:-

16.1.1.Option A – Using a third party ISP to host. If Ade Lewis has agreed as part of the Service to recommend an ISP to host the work, Ade Lewis will use reasonable care in doing so and to ensure that any specific requirements of the Client can be accommodated by such ISP, that Ade Lewis will not be liable for the performance of any Services of such ISP.

16.1.2.Option B – Ade Lewis to manage ISP relationship. As part of the Service, Ade Lewis shall be responsible for choosing an appropriate ISP to host the work and whilst the Client will contract directly with the ISP, Ade Lewis shall, as part of the Service, manage the relationship with the ISP to ensure the smooth operation and to maximise the accessibility of the work.

16.1.3.Option C – Ade Lewis to host. As part of the Service and unless the Client notifies Ade Lewis otherwise, Ade Lewis shall be responsible itself for hosting the work on the standard hosting terms of Ade Lewis.

16.1.4.Option D – Client to make its own hosting arrangements. The Client shall make its own arrangements for hosting the work and shall take full responsibility of the operation and accessibility of the work. Ade Lewis agrees to give the Client all reasonable assistance in uploading the work onto the hosting server.

16.2. Website hosting, email hosting and domain registrations

16.2.1.Acceptable usage

16.2.1.1. The Internet is a powerful information and entertainment tool, and Ade Lewis expects the Client to use the Internet with respect, courtesy, and responsibility, giving due regard to the rights of other Internet users. Ade Lewis reserve the right to suspend website hosting services for any Clients found to be adding offending content to their websites. Ade Lewis will always inform the Client when and why any action has been taken. The following are unacceptable uses:-

16.2.1.1.1. Illegality in any form, including but not limited to the unauthorised distribution or copying of copyrighted software or other data, harassment, fraud, or trafficking in obscene material.

16.2.1.1.2. Inappropriate Content – Certain types of content are not permitted on the Ade Lewis server. Ade Lewis does not allow the hosting of any pornographic or adult content or any content relating to Hacking. Cracking, Warez and IRC is not allowed. Software downloads may only be hosted if the Client is the writer and copyright owner of the software, all other software including freeware, shareware and trial software is forbidden. Audio and video downloads may only be hosted if the Client is the creator and copyright owner of the work.

16.2.1.1.3. Bulk Email – The use of the Ade Lewis network to send bulk email unless it offers a genuine opt-out or unsubscribe option is strictly forbidden.

16.2.1.1.4. Misuse of Resources including but not limited to employing applications which consume excessive CPU time, memory or storage space. Chat/IRC, web proxy and mailing list scripts are not allowed on the Ade Lewis network under any circumstances. Streaming media can be a drain on web server resources and as such must be approved by Ade Lewis in advance. CGI based message forums which use flat file databases are often found to use excessive system resources, to avoid disappointment please use a PHP/ASP message forum. The use of web cam applications which maintain a constant FTP connection uploading an image at regular intervals is forbidden. If the Client is unsure about content it intends to place on its website, it must check with Ade Lewis.

16.2.1.1.5. Ade Lewis reserve the right to determine what constitutes acceptable use.

16.2.2.Payment for hosting services

16.2.2.1. The annual costs relating to domain name registrations/renewals, website hosting, email hosting, fixed IP addresses and SSL certification will be set out in the agreed brief. Ade Lewis reserve the right to increase the annual costs relating to our hosting services. The contract date for the Client’s hosting services will be the date that the Client’s first payment (Deposit Payment) is made or the date that Ade Lewis commences the build of the Clients website, whichever is the earlier.

16.2.2.2. The Client will receive an invoice for renewal of any domain registration or hosting services a minimum of 30 days prior to the date that these services expire, payment for renewal of services should be received by us within 30 days of the invoice being issued. In certain circumstances and by prior arrangement Ade Lewis may allow hosting services to be supplied on a monthly basis, in this case payment should be received within 7 days of the invoice being issued. In the alternative, the Client may pay by Direct Debit and if so, will be bound by the terms and conditions of any third party whom Ade Lewis use from time to time to administer such payments. Failure by the Client to renew its website or email hosting or maintain Direct Debits may result in suspension of the Clients hosting account, its website going ‘offline’ and email facility being withdrawn without further notice.

16.2.2.3. Domain name registration/renewal and website hosting must be renewed by the Client in a timely manner to ensure continuity of the Clients services. Failure by the Client to make payment to renew its domain name(s) may result in the Clients domain name(s) becoming freely available to other people – at which point it may impossible to get them back. Ade Lewis will use reasonable endeavours to remind the Client in advance when it is due for renewal but ultimate responsibility resides with the Client.

16.2.2.4. Where an SSL certificate has been installed on an account, Ade Lewis will use reasonable endeavours to remind the Client in advance when it is due for renewal but ultimate responsibility resides with the Client. Should the Client no longer require the SSL certificate, the Client must notify Ade Lewis of this at least 7 days before the renewal date. SSL certificates will automatically be renewed on the renewal date and the renewal fee will therefore become payable by the Client unless cancelled.

16.2.2.5. Where an invoice remains outstanding for 60 days or more from the date of invoice, Ade Lewis reserve the right to suspend hosting of the entire website until such time as cleared payment is received and the outstanding balance is fully cleared. Ade Lewis also reserve the right not to make payments on behalf of the Client to third party service providers until the Clients payment for these services has been received and acknowledged by Ade Lewis.

16.2.3.Level of access to hosting and email services

16.2.3.1. Ade Lewis endeavour to run a very secure website hosting service that is restricted exclusively to its clients, Ade Lewis do not host websites for third parties or websites that they as an agency have not built themselves. To ensure this high level of security Ade Lewis enforce very strict access to its website hosting servers. Ade Lewis does not allow the Client cpanel access or administrator access to their hosting account or database/s. If the Clients website is a content management system based site then the Client will receive the log-in details to allow it to administer the website.

16.2.3.2. Ade Lewis will create individual email accounts for the Client up to the limit of your hosting account and at the Clients request. The Client can access any of its email accounts via a webmail interface but the responsibility of configuring 3rd party email clients such as Outlook, Thunderbird and MacMail remains solely with the Client.

16.2.4.Maintenance

16.2.4.1. From time to time where maintenance is required, hosting services may be unavailable. Ade Lewis shall endeavour to ensure that down-time is kept to a minimum and carried out at reasonable times however the Client acknowledges and accepts that maintenance work may overrun and Ade Lewis shall not be liable for any losses in accordance with clause 20.

17.  Digital development

17.1. The Client acknowledges that any new inventions, designs or processes which evolve in the provision of the Service in the field of digital development shall, unless there is an express written alternative in the agreed brief, belong to Ade Lewis.

17.2. The Client shall take exclusive responsibility to ensure that any agreed specification contains full details of and adequately reflects the Client€™s business and/or financial requirements in relation to any digital work commissioned by the Client.

17.3. The Client acknowledges that the digital work shall only be compatible or intolerable with the platforms, browsers and operating systems set out in the specification and will only operate to any performance benchmark set out in that specification.

17.4. Website cross-browser compatibility

17.4.1.The Client acknowledges that web browsers and mobile operating systems and the way in which they display websites are beyond the control of Ade Lewis. Unless otherwise stated, webpages and mobile sites will be designed for the most recent versions (at the time of build) of Chrome, Firefox and Safari with the most recent version of Flash and JavaScript enabled, where appropriate. Likewise, the Client acknowledges that Ade Lewis cannot test mobile sites on every available mobile device. Ade Lewis will test mobile sites on the most popular devices (as determined by Ade Lewis) at the time of build. If the Client requires Ade Lewis to test the website on a particular browser or mobile device, this must be brought specifically to Ade Lewis’s attention at the outset of the Service and included in the Specification,

17.4.2.Depending on the web page content some earlier web browsers may not display the site was well as the most recent versions of web browsers.

17.4.3.Major release candidate versions of web browsers that were released more than 5 years ago (at time of build) will not be supported unless specifically requested and set out in the agreed brief. For example; Internet Explorer Version 7 was released October 18, 2006. Internet Explorer Version 8 was released January 26, 2009. Internet Explorer Version 9 was released March 14, 2011.

17.4.4.The Client acknowledges that there is no way possible for Ade Lewis to ‘Future Proof’ the website and that websites may display differently on web browsers released after the date of the website build. The Client should make Ade Lewis aware of any browser compatibility issues within 30-days of delivery.

17.5. On completion of the work by Ade Lewis, the Client shall carry out an acceptant test for the purposes of confirming that the work has been successfully completed in accordance with the specification. The Client shall report any errors to Ade Lewis within 14 days of delivery including any additional information or provide any additional copy to be incorporated in the work. If the Client fails to notify Ade Lewis within the time period, the work shall be deemed accepted by the Client.

17.6. Ade Lewis will use reasonable endeavours to correct any errors and supply a correct version of digital work to the Client as soon as reasonably possible.

18.  Client’s responsibility for implementation

18.1. In the case of graphic designs, unless expressly agreed otherwise as part of the Service for responsibility for implementation, display, electronic integration and compatibility, back-up, production and manufacture of the Service shall remain with the Client.

18.2. The Client shall indemnify Ade Lewis in relation to any claim howsoever arising under consumer protection or other legislation other than due to a default of Ade Lewis.

18.3. Failure to consult Ade Lewis on implementation may result in unsatisfactory implementation.

19.   Maintenance and Support

19.1. Where Ade Lewis has agreed to provide support and maintenance as part of the Service, any hours purchased must be used within 12 months of the date of purchase. Failure to use the hours will result in them being lost.

19.2. Support and maintenance services are available during normal working hours on normal working days only. The Client acknowledges that Ade Lewis will respond to requests as soon as reasonably practicable depending on the nature and urgency of the request and any other requests that Ade Lewis are currently dealing with from other clients. Ade Lewis’s liability shall be limited in accordance with clause 20.

20.  Limitation of liability

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

20.1. Nothing in these Conditions shall exclude Ade Lewis’s liability for

20.1.1.Death or personal injury caused by its negligence or the negligence of its employees, agents or sub-contractors;

20.1.2.Fraud or fraudulent misrepresentation; and

20.1.3.Breach of the terms implied by section 2 of the Sale of Goods and Services Act 1982

20.2. Ade Lewis shall not be liable for any indirect or consequential loss, including loss of sales, profit, business, opportunity, production, goodwill, damage to or corruption of data, reputation or packaging or distribution costs.

20.3. The aggregate liability of Ade Lewis for claims under the Contract or any collateral contract, whether in contract or tort (including negligence), in any calendar year shall not exceed the total amount payable by the Client to Ade Lewis under the Contract in that calendar year.

20.4. If the Service includes the provision of sub-contractors, then Ade Lewis will advise on and procure the services of sub-contractors who Ade Lewis is satisfied are reasonably professionally competent. Ade Lewis will not be responsible for any default of any third party or any sub-contractor, manufacturer or supplier and will give all reasonable assistance to permit the Client to enforce its rights against them to include assigning all of its right to the Client.

20.5. Where an error is found in delivered work that is the responsibility of Ade Lewis then to the extent permitted by law the liability of Ade Lewis shall be limited to correcting and replacing (as appropriate) the work.

20.6. The Client accepts reasonable tolerances in relation to the Service including in respect of colour, browsers, screen displays, overs and unders.

20.7. Ade Lewis shall not be responsible for any errors apparent in art work, copy or proofs that have been signed off by or on behalf of the Client.

20.8. Ade Lewis will not be responsible for any colour discrepancy with design work created as part of the Service unless Ade Lewis has signed off proofs in an appropriate form prior to printing.

20.9. The Client acknowledges that Ade Lewis shall not be responsible for any errors in print quality, paper stock or colour representation where the Service is printed by a third party outside of Ade Lewiss control. For example design work created by Ade Lewis for the incorporation in printed magazines, newspapers or other publications where Ade Lewis have no control over the final printing or placement of the work.

20.10.Where the Service to be provided includes such marketing campaign aspects as pay per click advertising, search engine optimisation and assisting the Client with its product placement or market strategy, Ade Lewis cannot guarantee or quantify the result of any such campaign and such services are at the Client’s own risk.

20.11.Where the Service includes printing or other related production services i.e. signage, large format printing etc. the Client acknowledges that whilst Ade Lewis will endeavour to inform the Client of any potential issues the proofs may differ from the final supplied material due to printing techniques, paper size limitations, manufacturing techniques. Ade Lewis reserve the right to charge additional costs if changes are made by the Client during the printing process e.g. after plates have been made, or if any colour alterations are required. Paper stock, colour representation, substrates etc. are subject to industry standard production tolerances.

20.12.While reasonable endeavours will be made to ensure the integrity and security of information stored on Service that either Ade Lewis are using in connection with the delivery of the Service or which are in some other way involved with the Service, Ade Lewis do not guarantee that such servers and systems will be free from unauthorised users or hackers, and Ade Lewis do not accept liability for non receipt, non delivery on this routine of email or for any failure of email.

20.13.Ade Lewis may use licenced or open source software in the provision of the Service (such as Prestashop, Magento, WordPress, Joomla). Ade Lewis will not be responsible for any default of any such software or for any effect that this may have upon the client.

21.  Publicity and examples

21.1. The Client shall give reasonable attribution to Ade Lewis in respect of the Service and any work created as part of the Service.

21.2. Once the Service is in the public domain, Ade Lewis shall have a right to reasonable publicity including inclusion in any book or publication or collection of Ade Lewis’s work including their website of the work created during the Service and the Client shall provide at least 6 samples of any printed work derived from the Service.

21.3. Ade Lewis shall have the right to identify itself in a reasonable manner as the provider of the Service to the Client.

21.4. Ade Lewis reserves the right where it considers it appropriate to require any reference or attribution to be removed from work provided as part of the Service.

22.  Restrictions

22.1. The Client agrees that whilst Ade Lewis is providing Services to it and for a period of 12 months thereafter it shall not:-

22.1.1.Approach any of the employees of Ade Lewis regarding the possibility of them providing services directly to the Client independent of Ade Lewis;

22.1.2.Engage or employ or offer to engage or employ any employee or former employee (being a person who has been employed who has been an employee of Ade Lewis in the previous 6 months) for the provision of services that Ade Lewis are capable of providing; or

22.1.3.Contract directly with any sub-contractor of Ade Lewis who has been associated with the provision of the Service to the Client.

23.  Legal

23.1. The Contract and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or it subject matter or formation (including non-contractual disputes or claims).

23.2. If any provision or part provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions. If any provision or part-provision of these Conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

23.3. In the event of a dispute, a senior representative from Ade Lewis and the Client shall meet to see if it can be resolved and the parties shall consider, but shall not be obliged to agree to submit to mediation or other alternative dispute resolution otherwise all disputes shall be resolved through the Courts.

23.4. Neither Ade Lewis or the Client may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights or obligations under this agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

23.5. 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 the terms of these Conditions. Only Ade Lewis or the Client and their successors and permitted assignees shall have any right to enforce any of term of these Conditions.

23.6. No variation of these Conditions shall be valid unless it is in writing and signed by Ade Lewis and the Client.

23.7. Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Ade Lewis and the Client are acting on their own behalf and not for the benefit of any other person.

23.8. Any notice or other communication given to Ade Lewis or the Client under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail. A notice or other communication shall be deemed to have been received:-

23.8.1. if delivered personally, when left at the address referred to above;

23.8.2.if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;

23.8.3.if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or,

23.8.4.if sent by fax or e-mail, one Business Day after transmission.

23.9. Ade Lewis is the trading name of Ade Lewis Ltd, a limited liability company registered in England and Wales under company number 07945108 whose registered office is at 160 Kemp House, City Road, London, EC1V 2NX.

24.  Refunds and Disputes for Support, Hosting Services, SSL Certificates and Domain Name Registrations

24.1. All payments to Ade Lewis Ltd for support, hosting services, SSL certificates and domain Name registrations / renewals are non-refundable. This includes any setup fee and subsequent charges regardless of usage. If you dispute a charge that, in Ade Lewis’s sole discretion is a valid charge under the provisions of this TOS, you agree to pay Ade Lewis an Administrative Fee for costs associated with pursuing that payment.

24.2 If you are paying annually for hosting services and cancel early before your 12 months of service is over, we will issue a pro-rata refund for full unused months at time of cancellation. Ade Lewis does not charge or refund days or part-months.

24.3 Ade Lewis does not offer any kind of “money back guarantee” or initial “trial period”.

24.4 All domain name registration fees are non-refundable, in whole or in part, even if your domain name registration is suspended, cancelled or transferred prior to the end of your term. Please be careful when ordering a domain name as spelling mistakes and ‘typos’ cannot be corrected or refunded.