Fresh Start Website Terms and Conditions

    1 DEFINITIONS

     

    1.1 The terms set out below have the following meanings in these terms and conditions:

    Customer means the customer named in the Proposal Document.

    Content means the blog posts, website content, e-books, articles and other copy produced for the Customer’s use by Sheer Media and/or its licensors in the course of the Copywriting Services, Newsletter Services and/or Pressroom Services.

    Contract means the contract between the Customer and Sheer Media incorporating these terms and the Proposal Document (as varied from time to time).

    Copywriting Services means the provision of Content for the Customer as set out in the Proposal Document (other than Pressroom Services).

    Fresh Start Web Design Services means the provision of services relating to the design and development of websites and the provision of the same to the Customer by way of lease only and related services as set out in the Proposal Document.

    Intellectual Property Rights means patents, copyright, moral rights, trademarks and service marks, trade names and domain names, rights to goodwill or to sue for passing off, rights in computer software, database rights, rights in confidential information and any other intellectual property rights in any jurisdiction.

    Newsletter Services means the provision of services for the creation and distribution of newsletters as set out in the Proposal Document.

    Online Marketing Services means the provision of search engine optimisation and other services as set out in the Proposal Document.

    Period means a one-month period of the Contract (or, in the case of the Pressroom Services, a three-month period of the Contract), each Period beginning with the day of the month on which the Contract commences pursuant to clause 2.1.

    PPC Services means the provision of pay per click services as set out in the Proposal Document.

    Pressroom Services means the provision of Content in exchange for points purchased by the Customer as set out in the Proposal Document.

    Proposal Document means the form/proposal document attached to these terms setting out the Services, price and payment terms and other information.

    SEO Services means the provision of search engine optimisation services as set out in the Proposal Document.

    Services means SEO Services, Social Media Services, Web Design Services, Fresh Start Web Design Services, PPC Services, Copywriting Services, Pressroom Services, Newsletter Services and/or other services to be provided by Sheer Media as set out in the Proposal Document.

    Sheer Media means Sheer Media Limited a company incorporated in the United Kingdom with registered number 06889568 whose registered office is at 16 Repton Road, Ellesmere Port, Cheshire CH65 5DJ trading as Engage Web and/or Pressroom. The contact email address for Sheer Media shall be the email address of the Account Manager as set out either in the Proposal Document or at the start of the latest Period.

    Video Services means the provision of services relating to the design and development of filming and related video services as set out in the Proposal Document.

    Web Design Services means the provision of services relating to the design and development of websites which on completion are owned by the Customer and related services as set out in the Proposal Document.

    Working day means a day other than a Saturday, Sunday or bank holiday in England and Wales.

     

    2 COMMENCEMENT AND TERM

    2.1 The Contract shall come into force upon the date on which Sheer Media receives the Proposal Document (with a copy of these terms attached) duly signed by the Customer.

    2.2 The provision of any Services under a Contract shall, unless otherwise stated in the Proposal Document, be subject to a minimum term from the later of (i) the date of the Contract and (ii) the date on which Sheer Media begins to provide those Services under the Contract (“Minimum Term“). Subject to the Proposal Document, the duration of the Minimum Term in respect of each kind of Services shall be as set out in the following table:

    ServicesMinimum term
    Copywriting ServicesTwelve months
    Fresh Start Web Design ServicesTwenty-Four Months
    Newsletter ServicesPay as you go, unless otherwise indicated
    Online Marketing ServicesTwelve months
    PPC ServicesSix months
    Pressroom ServicesTwelve months
    SEO ServicesTwelve months
    Social Media ServicesThree months
    Video ServicesPay as you go, unless otherwise indicated
    Web Design ServicesTwelve months (hosting)

     

    2.3 Unless this agreement is terminated in accordance with clause 3, the Services supplied under the Contract shall continue to be supplied for the Minimum Term and, after that, shall continue to be supplied for further periods of ONE month (each an “Additional Term”).

    2.4 Either party may terminate the Contract or any of the Services by giving to the other not less than one full Period’s notice, such notice to expire at the end of the Minimum Term or an Additional Term. The Contract or the Services referred to in the notice shall terminate at the end of the Minimum Term or an Additional Term (as appropriate) which follows the date on which the notice was given.

    2.5 Webinar 30-Day Guarantee: a Customer who signed up through an Engage Web webinar link may terminate this contract within the first 30 days for a full refund no questions asked. The 30 days begins on the date the Customer completes their application form. The agreement should be terminated in accordance with Clause 11. The refund should be returned in full within 28 days.

    3 TERMINATION BY SHEER MEDIA

    3.1 Sheer Media may terminate the Contract immediately and cease to provide any further Services without penalty and with immediate effect if:

    3.2 the Customer fails to pay when due any sum payable under the Contract or any other contract between the Customer and Sheer Media; or

    3.3 the Customer fails to observe or perform any of the terms or conditions of the Contract; or

    3.4 the Customer is unable to pay its debts as they fall due or (being an individual) is the subject of a bankruptcy petition or order or (being a partnership) has any partner to whom any of the foregoing apply;

    3.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer; or

    3.6 an application is made to court, or an order is made, for the appointment of an administrator of the Customer.

     

    4 PAYMENT

    4.1 Unless otherwise agreed by Sheer Media in the Proposal Document, payment for the Services shall be due in the following manner:

    ServicesPayment due
    Copywriting ServicesIn advance at commencement of the Contract or as agreed in the Proposal Document
    Fresh Start Web Design ServicesMonthly in advance
    Newsletter ServicesIn advance of work carried out.
    Online Marketing ServicesMonthly in advance.
    PPC ServicesMonthly in advance.
    Pressroom ServicesMonthly in advance.
    SEO ServicesMonthly in advance.
    Social Media ServicesMonthly in advance.
    Video ServicesIn advance at commencement of the Contract or as agreed in the Proposal Document
    Web Design ServicesAny initial deposit described in the Proposal Document shall be payable in advance at commencement of the Contract. The balance of the price for the design element of the service as agreed in the Proposal Document shall be payable on completion. Subsequent payments shall be payable monthly in advance.

    4.2 In respect of Video Services, Web Design Services, Copywriting Services and Pressroom Services if there is a delay of more than 30 days because Sheer Media is awaiting an action from the Customer, Sheer Media may require early payment of a proportion of the remaining project costs to cover work already complete

    4.3 Sheer Media may from time to time, with 30 days’ notice to the Customer, increase its charges for any of the Services in proportion to any increase in the Retail Prices Index (all items, excluding mortgages) in the period since the commencement of the Contract or the previous such price increase.

    4.4 Subject to clauses 1, 4.2 and 4.3 Sheer Media shall invoice the Customer at the intervals and for the amounts as set out in the Proposal Document.

    4.5 Any sums which are not paid by the Customer in advance must be paid within 30 days of the date of the relevant invoice or as otherwise set out on the relevant invoice.

    4.6 The Customer agrees that it will pay charges by standing order or direct debit (if required by Sheer Media) and shall complete any necessary standing order form or direct debit mandate as requested by Sheer Media.

    4.7 Fees stated by Sheer Media are exclusive of applicable Value Added Tax unless otherwise indicated.

    4.8 If the Customer terminates any of the Services or the Contract in accordance with clause 2, or if Sheer Media terminates the Contract under clause 3, the Customer shall not be entitled to any refund of any amounts which it has paid in advance.

     

    5 INTEREST FOR LATE PAYMENT

     

    Without prejudice to Sheer Media’s statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if payments are not received according to agreed credit terms, all sums due from the Customer to Sheer Media which are not paid on the due date shall bear interest from day to day at the rate of 6% per annum above the base rate of Barclays Bank plc.

     

    6 OBLIGATIONS OF SHEER MEDIA

     

    6.1 Subject to the Customer making payment for the Services in accordance with the Contract, Sheer Media shall use reasonable endeavours to provide the Services in accordance with the terms and conditions of the Contract and as set out in the Proposal Document.

    6.2 Sheer Media may, in its absolute discretion, subcontract or delegate the provision of all or part of the Services to an associate, agent or subcontractor.

    6.3 The Services to be provided by Sheer Media may be varied from time to time as set out in the Proposal Document and/or as agreed by Sheer Media with the Customer.

     

    7 PROVISION OF INFORMATION BY THE CUSTOMER

     

    7.1 Sheer Media may require the Customer to provide information and documentation from time to time to allow or assist it in providing the Services. The Customer shall promptly provide Sheer Media with all such information and documentation and warrants that all such information and documentation is complete, accurate and not misleading and does not infringe the Intellectual Property Rights of any person.

    7.2 The Customer hereby indemnifies Sheer Media against any loss, liability, cost, claim, damage or expense (including professional costs on an indemnity basis) which Sheer Media may suffer directly or indirectly arising from a breach by the Customer of clause 1.

     

    8 INTELLECTUAL PROPERTY

     

    8.1 Subject to clauses 2 and 8.4, all Intellectual Property Rights created or used by Sheer Media in providing the Services shall remain the absolute property of Sheer Media and/or its licensors.

    8.2 Sheer Media hereby assigns all such right, title and interest as it may have in any existing or future Intellectual Property Rights embodied in the Content (Assigned IPR) subject to the Customer making payment in full for the relevant Services.

    8.3 The Customer hereby grants Sheer Media an irrevocable, perpetual, worldwide, royalty-free licence to use any Assigned IPR for the purposes of showcasing its products and services to Sheer Media’s other customers and prospective customers.

    8.4 Sheer Media grants to the Customer a non-exclusive licence to use any Intellectual Property Rights created by Sheer Media as part of the provision of the SEO Services, the Fresh Start Web Design Services or the Web Design Services for the purpose only of incorporating that material into its website as required by Sheer Media.

    8.5 The Customer shall not, and shall not attempt, to analyse, reverse engineer, replicate, transfer or sell any aspect of the SEO Services, the Fresh Start Web Design Services, the Web Design Services, or any materials or Intellectual Property Rights arising from them, for the purposes of any website other than the websites identified in the Proposal Document without the prior written consent of Sheer Media.

    8.6 The Customer is not granted any rights in or to the Intellectual Property Rights of Sheer Media except as set out in this clause.

     

    9 LIABILITY

     

    9.1 This clause sets out the entire financial liability of Sheer Media (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer in respect of any breach of the Contract and any negligent act or omission of Sheer Media in the course of the provision of the Services.

    9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

    9.3 Sheer Media may use freelance copywriters to provide Copywriting Services and/or to produce Content as part of the provision of the Services. Sheer Media takes all reasonable steps to ensure that the Content does not infringe the Intellectual Property Rights of any person; however, Sheer Media accepts no responsibility or liability for any infringement (or claim of infringement) of the Intellectual Property Rights of any third party as a result of the Content or its use or publication.

    9.4 Content is intended to be used for general interest only and should not be relied on for any purpose. Sheer Media will use reasonable endeavours to ensure the accuracy of the Content but gives no warranty as to its accuracy, completeness or suitability for any purpose. Sheer Media shall not be liable for any loss or damage suffered as a result of reliance on any Content by the Customer or any third party.

    9.5 Sheer Media is not responsible for ensuring that any Content is suitable or lawful for publication in any jurisdiction other those of the United Kingdom.

    9.6 Sheer Media will not be responsible for any loss or damage suffered or incurred by the Customer as a result of any breach of the Customer’s obligations under clause 1.

    9.7 The Customer acknowledges that Sheer Media is unable to guarantee a particular level of success or performance for SEO Services as these are dependent upon many factors (including changes in the algorithms adopted by the search engines).

    9.8 Subject to clause 9:

    9.8.1 Sheer Media shall not be liable for loss of profits; loss of business; loss of anticipated savings; loss of contract; or any special, indirect, consequential or pure economic loss; and

    9.8.2 Sheer Media’s total liability in contract, tort, or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to 100% of the fees paid to Sheer Media by the Customer in respect of the Services.

    9.9 Nothing in the Contract limits or excludes the liability of Sheer Media for death or personal injury resulting from negligence or for any fraud or fraudulent misrepresentation by Sheer Media.

    10 DATA PROTECTION

     

    10.1 For the purposes of this clause 10 references to “personal data”, “data subject”, “personal data breach”, “processing”, “data processor” and “data controller” shall have the meaning specified in the Data Protection Act 1998 or with effect from 25th May 2018 the General Data Protection Regulation (EU) 2016/679 and any legislation replacing or supplementing the same.

     

    10.2 Each party shall comply with any applicable data protection, privacy or similar laws anywhere in the world (“Data Protection Laws”), including the Data Protection Act 1998 and the General Data Protection Regulation (EU) 2016/679, that apply in relation to any personal data processed in connection with the Contract and render any such assistance and co-operation as is reasonably necessary or reasonably requested by the other party.

     

    10.3 When Sheer Media processes any personal data collected from or about individuals on the Customer’s behalf when performing its obligations under the Contract, the parties record their intention that the Customer shall be the data controller in respect of such personal data and Sheer media shall be the data processor in relation to such personal data and Sheer Media agrees that it will:

     

    10.3.1 process such personal data only in accordance with the Customer’s written instructions;

     

    10.3.2 promptly notify the Customer if Sheer Media receives notice of any complaint or communication which relates to the processing of such personal data or to either party’s compliance with Data Protection Laws unless legally prohibited;

     

    10.3.3 take appropriate technical and organisational security measures against unauthorised or unlawful processing of such personal data and against accidental loss of or damage to such personal data in accordance with the Seventh Data Protection Principle as set out in the Data Protection Act 1998 and any legislation replacing or supplementing the same, which shall include the measures set out in the Contract;

     

    10.3.4 not engage another processor without the prior specific or general written consent of the Customer;

    10.3.5 as an exception to the requirements of sub-clause 10.3.4, the Customer agrees that in an emergency situation where disclosure or transfer of such personal data is necessary to preserve the integrity of the personal data, Sheer Media shall be entitled to disclose or transfer such personal data to a third party to the extent only as is required for such purpose. Sheer media shall inform the Customer of the intended disclosure or transfer, together with the identity of the third party, where possible prior to the event or where pre-notification is not possible as soon as possible after the event, in order to give the Customer the opportunity to object to such disclosure or transfer;

     

    10.3.6 ensure that with effect from 25th May 2018 any disclosure or transfer of such personal data to third parties pursuant to sub-clauses 10.3.4 and 10.3.5 shall be made subject to the same data protection obligations as are contained in this clause 10.3 by way of contract or other legal act under EU or Member State law;

     

    10.3.7 not cause or permit any personal data to be transferred to countries outside the European Economic Area that have not received a binding adequacy decision by the European Commission or competent national data protection authority unless subject to the terms of the EU Standard Contractual Clauses or other appropriate transfer mechanism that provides an adequate level of protection in accordance with applicable Data Protection Laws;

     

    10.3.8 give reasonable assistance to the Customer to enable it to respond within required timescales to a request made by a data subject to exercise his or her rights under Data Protection Laws in relation to personal data processed by Sheer Media on behalf of the Customer;

     

    10.3.9 taking into account the nature of Sheer Media’s processing and the information available to Sheer Media:

     

    10.3.9.1.1 provide reasonable assistance to the Customer in undertaking data protection impact assessments relating to the Services provided by Sheer Media; and

     

    10.3.9.1.2 provide reasonable assistance to the Customer in ensuring compliance with the Customer’s security and breach notification obligations under Data Protection Laws;

     

    10.3.10 ensure that persons authorised on behalf of Sheer Media and its sub-contractors to process such personal data are committed to contractually binding confidentiality commitments or are subject to a statutory obligation of confidentiality;

     

    10.3.11 promptly notify the Customer if it becomes aware of any personal data breach that involves personal data processed by Sheer Media on behalf of the Customer;

     

    10.3.12 take all reasonable steps to address such a personal data breach, including, where appropriate, measures to mitigate its possible adverse effects and shall consult with the Customer in respect of such resolution or mitigation;

     

    10.3.13 at the Customer’s option, delete or return all such personal data to the Customer on termination of the Contract and delete existing copies except to the extent that retention of the personal data is required by law; and

     

    10.3.14 make available to the Customer and its regulators all information necessary to demonstrate compliance with the obligations in this clause 10.3.

     

    11 NOTICES

     

    11.1 Any notice shall be in writing sent by prepaid recorded delivery or registered post or by hand or by email and shall be deemed to have been received by the addressee (i) within 72 hours after posting if sent by prepaid recorded delivery or registered post or (ii) upon receipt if delivered by hand or by email (unless such receipt does not occur between 9:00 am and 5:00 pm on a working day in which case receipt shall be deemed to have occurred at 9:00 am on the next working day).

    11.2 The Customer’s address for service shall be the address set out in the Proposal Document or such other address as it notifies to Sheer Media in accordance with clause 1 from time to time.

    11.3 Sheer Media’s address for service shall be the address set out in paragraph 1 or such other address as it notifies to the Customer in accordance with clause 11.1 from time to time.

     

    12 MISCELLANEOUS PROVISIONS

     

    12.1 Sheer Media may assign or transfer the benefit of the Contract to any other party.

    12.2 The Customer may not assign or transfer the benefit of the Contract to any other party without the prior written consent of Sheer Media.

    12.3 Subject to clauses 3 and 12.4, no variation to the Contract shall be valid unless made in writing and signed by both parties to it.

    12.4 Sheer Media may give written notice to the Customer varying any term or terms of the Contract. If the Customer does not wish to be bound by such variations it may give a written counter-notice to Sheer Media within 14 days of the date of Sheer Media’s notice, in which event Sheer Media may elect, by further written notice to the Customer, to withdraw the variations or to terminate the Contract or the Services to which its notice related. If the Customer does not give a counter-notice within the period specified in this clause, it shall be bound by the variations with effect from the end of that period.

    12.5 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Contract.

    12.6 Nothing in clause 5 shall limit or exclude any liability for fraud.

    12.7 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.

     

    13 LAW AND JURISDICTION

     

    13.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter shall be subject to and construed and interpreted according to the laws of England and Wales.

    13.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.

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