The relationship between us shall be that of principal and independent self-employed contractor and not in any way that of employer and employee. This Agreement is non exclusive, either party being free to engage in any business of its choosing with any establishment of its selection. Nothing in this Agreement shall create a partnership or joint venture between us and save as expressly provided in this Agreement neither of us shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other.
Both parties reserve the right to terminate this Agreement (and in the case of Us, suspend or discontinue the Services to You) with immediate effect, in circumstances including, but not limited to;
- Where We have good reason to believe that You are in breach or have breached any of the terms of this Agreement and have not remedied such breach within ten days of notice specifying the breach and requiring that it be remedied, or
- You become insolvent, cease to, or threatens to cease to trade or go into liquidation, or We reasonably apprehend that You may be about to.
You may request the termination of the Service and this Agreement on the provision of 30 days written notice. You will not be entitled to any refund of Fees paid, unless termination by You is for cause.
On termination of the Service and this Agreement Your website and all related material will be removed or returned (where possible and applicable – charges may apply) to You.
In the event of termination for any reason, save for termination by Us without cause or termination by You for cause, We will be entitled to be paid the full Order value and to be reimbursed for all expenses and costs incurred up to the date of termination.
We shall indemnify You against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other [reasonable] professional costs and expenses) suffered or incurred by You arising out of or in connection with: (a) any claim brought against You for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Service (excluding Your materials); and (b) any claim made against You by a third party arising out of, or in connection with, the supply of the Services.
The rights given by this Clause 12 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach and shall survive termination of the Agreement.
If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the affected party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.
This Agreement represents the entire Agreement between the parties in respect of the Services and shall prevail over any conditions contained or referred to in any of Your documents or otherwise.
If any part of this Agreement is found to be void or un-enforceable by any Court of competent jurisdiction, such part shall be severed from this Agreement, which will otherwise remain in full force and effect.
These Terms shall remain in force until altered in writing and signed by both parties.
The failure by Us at any time or for any period to enforce any one or more of these Terms shall not be a waiver of them or a waiver of the right to enforce such Terms on a future occasion.
You may not assign this Agreement or any rights or obligations under it without Our prior written consent.
Unless otherwise agreed and subject to the application of the then current prices, these Terms shall apply to any future instructions given by You to Us.
These Terms shall be governed by and interpreted according to English Law and the parties submit to the exclusive jurisdiction of the English Courts.
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.