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As of January 2015

1. DEFINITIONS

1.1 "Agreement" shall mean an order for Products and/or Services accepted in writing by the Company, or upon payment of an agreed fee.
1.2 "Company" shall mean Onion Marketing Ltd of 15 Mount Pleasant Road, Chigwell, Essex IG7 5EP trading as Square Balloon.
1.3 "Client" shall mean the person or company to whom the Products and/or Services are provided.
1.4 "Products" shall mean any single provision or combination of web design, email design, graphic design, bespoke content or any other related activities undertaken by the Company on behalf of the Client, delivered on the date stated in the Agreement, or as otherwise agreed by the parties.
1.5 "Services" shall mean any one or combination of web hosting services, content management, editorial advice, marketing on behalf of the Client with third parties, maintenance of websites, security and related software updates excluding third party software products save where agreed in writing, provided by the Company in accordance with the terms of the Agreement.

2. CHARGES AND PAYMENTS

2.1 Prices and charges are detailed in the Agreement. Invoices are payable within 30 days of date of invoice. For Products invoices shall be provided as stated in the Agreement. Invoices for Services shall be provided at the end of each calendar month. Where a 12 month payment plan is agreed, an invoice will be issued for the full amount, noting the initial amount plus the required total sum payable over 12 months. For maintenance services monthly invoices shall be provided. Payment may be made by direct bank transfer or by regular banking order to the bank and account specified on the invoice.
2.2 The Company reserves the right to charge interest on late payment at the current Lloyds Bank plc base rate plus 8% applied to the outstanding amount. The Client shall not be entitled to withhold payment in whole or in part on the grounds that it has a claim, counterclaim or right of set-off against the Company.
2.3 Taxes and duties including VAT shall be levied as appropriate.
2.4 The Company reserves the right to revise its prices and charges at six monthly intervals.
2.5 Products and one time Services may be purchased based on the payment of an initial fee of 50% upon order and 50% when the Product is delivered or available for use by the Client, or Service commences. The Company may agree a payment plan for Products with a reduced initial payment upon order followed by 12 monthly payments by regular banking order, which payment shall comprise 1/12th of the remaining fee for the Products and 1/12th of the standard annual maintenance fee.
2.6 Ongoing Services, including maintenance for Products shall be subject to an initial period of 12 months from the date of the commencement of the Services. Either party may give 30 days' written notice for the termination of Services at any time after the initial 12 month period. Payment for Services may be made in full in advance or by regular banking order. After the first 12 months ongoing Services must be paid for by regular banking order.
2.7 All Products and Services are provided independent of a fixed location and any attendance at a location requested by the Client shall incur a charge for travel expenses by the Company.
2.8 In the event that an agreed regular banking order payment is not made for whatever reason the Company reserves the right to terminate Services forthwith and to withhold or disassemble Products immediately.

3. CLIENT CONTENT AND MATERIALS

3.1 The Client shall provide the Company with content and materials for inclusion in any Product as outlined in the Agreement in the specified timescales. Where delivery of content is delayed then the Company reserves the right to delay the delivery of the Products and impose such reasonable charges for the delay until the point the content and materials are delivered.
3.2 The Client shall be solely responsible for the accuracy of any content or materials provided to the Company and indemnifies and holds harmless the Company from any claim or proceeding made by a third party in relation to the accuracy, patent right, copyright in and/or ownership of the content and materials, or in the event of any legal proceedings in respect of libel or defamation of a third person brought in respect of the content or materials.

4. THIRD PARTY PRODUCTS

4.1 The Company may use third party software, web hosting, or management tools in developing the Products. Intellectual property and ownership of third party software, hosting service and tools remains with the third party. The Client shall be subject to any licence terms and obligations that the third party may impose.
4.2 If the Client modifies or reverse engineers any part of the Products, then the Agreement shall be deemed terminated and the Client shall indemnify the Company against any action or proceeding by any third party as a consequence of the Client's actions.

5 WEB HOSTING SERVICES

Where the Company provides a web hosting service as part of the Services, the scope of the web hosting service shall be outlined in the Agreement. In the event that the web hosting service becomes unavailable due to the failure of a third party the Company shall not be liable for any costs or losses incurred by the Client. The Company shall use all reasonable endeavours to ensure the web hosting service is resumed at the earliest opportunity.

6. FORCE MAJEURE

The Company shall not be in breach of the Agreement if there is any total or partial failure of performance of its duties and obligations under the Agreement if such failure is caused by circumstances beyond its reasonable control. The operation of the Agreement shall be suspended during the period in which the cause continues.

7. TERMINATION

7.1 The Agreement may be terminated by either party in the event of the bankruptcy or entering into receivership, administration or liquidation (except for a bona fide solvent amalgamation) of the other party or any analogous insolvency procedure anywhere, or by agreement in writing or for a breach (which includes a failure by the Client to pay by due date) which is capable of remedy and remains unremedied after 30 days' written notice from the other party.
7.2 The Company may terminate the Agreement forthwith in the event of a failure by the Client to provide content and materials within agreed timescales or in the event of a breach by the Client of any third party software licence or obligation.

8. CONFIDENTIALITY

The Company and the Client shall keep confidential any information received from the other party at any time except where: such information is already in the public domain or becomes known through a third party without breach; is independently developed; or disclosed under requirement of law. Such information shall only be released to third parties by prior written agreement. The parties may enter into a separate confidentiality agreement if appropriate. The obligations of confidentiality shall survive the termination or expiry of the Agreement.

9. LIABILITY

9.1 Except in the case of personal injury or death caused by negligence, or as expressly agreed in writing by the Company, the Company shall not be liable for loss of profit, business or anticipated savings, economic loss, direct or indirect consequential losses or damages or other similar or dissimilar loss or damage of whatsoever nature, arising out of any negligence, breach of statutory duty or other tort, breach of contract or misrepresentation (except fraudulent misrepresentation) in respect of any acts or omissions, or any advice or instruction (to or from the Client), in connection with the Products Services nor for any delay in their provision.
9.2 In the event of the Company's proven direct liability to the Client, the Company's liability shall be limited to a maximum of 50% of the price for the Products and a maximum of 1 month's charges in respect of any of the Services.

10. INTELLECTUAL PROPERTY

Title in any intellectual property and rights thereto resulting from any work created by the Company or its personnel, agents, assigns or sub-contractors, including but not limited to website designs, graphic designs, email templates or hosting services developed as part of the Products or provision of the Services shall vest absolutely in, and remain the property of the Company.

11. GENERAL

Amendment or assignment of the Agreement shall be subject to written agreement by both parties. Illegal or unenforceable terms shall be deemed waived, the validity of the remainder of the Agreement being unaffected. Waiver of a right or remedy by either party shall not constitute a general waiver. Each party shall comply with the Bribery Act 2010. The terms of the Third Party Rights Act 1999 are expressly excluded from the Agreement. The law of England & Wales and the jurisdiction of the English courts shall apply to the Agreement

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