Terms of Service.

Last updated: September 20th 2025.

1. Definitions and interpretation:

1.1

The definitions and rules of interpretation in this clause apply in this agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges: the charges in respect of the Services set out in a Statement of Work.
Confidential Information: all confidential information (however recorded or preserved) dis-closed by a party or its employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Services (together its Representatives) to the other party and that party’s Representatives in connection with this agreement or any Statement of Work that is either labelled as such or else that should reasonably be considered as confidential because of its nature and the manner of its disclosure.
Content: all text, graphics, logos, photographs, images, moving images, (including video), sound, illustrations, and other materials, featured, displayed or used or to be featured, displayed or used in or in relation to the Website.
Customer: the person or persons named as Customer within the Statement of Works.
Customer Content: the Content provided to the Supplier by the Customer for use in accordance with this agreement.
Data Controller: has the meaning set out in section 5 of the Data Protection Act 2018.
Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other European Union regulation relating to privacy in so far as it remains in force in the United Kingdom following the United Kingdom’s leaving the European Union on 1 January 2021.
Data Subject: an individual who is the subject of Personal Data.
Deliverables: the Website, SEO Pages, reports, analyses, statistics, content and other materials required to be delivered by Supplier in accordance with this agreement and a Statement of Work.
Description of Services: the description of the Services as set out in a Statement of Work.
Development Programme: such timetable as has been agreed for the progression of the Project as is annexed to these terms and conditions.
Effective Date: the date of this Agreement or such other date for the commencement of delivery of the Services that may be agreed between the parties in writing.
Following Term: the period of twelve months commencing from either the end of the Initial Term or any subsequent anniversaries of the end of the Initial Term.
Force Majeure Event: any event arising which is beyond the reasonable control of the affected party (including but not limited to any industrial dispute affecting any third party, governmental regulations, fire, floor, epidemic, pandemic, government imposition of national or local lockdown, disaster, civil riot or war).
Initial Term: the period of twelve months from the Effective Date, subject to earlier termination in accordance with this agreement.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, rights to goodwill or to sue for passing off (or unfair competition), rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, 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 (or rights to apply) for and be granted, and 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.
Losses: all actual losses, damages, costs, expenses (including reasonable professional advisers’ costs and disbursements, reasonable legal costs and disbursements) incurred by the relevant party. The term Loss shall have a corresponding meaning.
Materials: the content provided to Supplier by Customer from time to time in order for Supplier to generate the SEO Pages and otherwise perform the Services.
Parties: together the Customer and the Supplier.
Personal Data: has the meaning set out in section 5 Data Protection Act 2018 and relates only to personal data, or any part of such personal data, of which the Customer is the Data Controller and in relation to which the Supplier is providing services under this Agreement.
Pre-Existing Work: the works, concepts, items and materials either developed or procured to be developed by Supplier or its personnel at any time for use in relation to Supplier’s business or any or all of Supplier’s customers generally and not specifically for the provision of the Services or Deliverables to Customer.
Price: the sums to be paid by the Customer to the Supplier in consideration of the performance of the Project as stated in the Statement of Work.
Processing and process: have the meaning set out in section 5 of the Data Protection Act 2018.
Project: the delivery of the Website Design, the design and development of the Tool Kit and the production of the Web Pages.
Project Co-ordinator: the person for the time being duly appointed by the Customer to act as the Customer’s principal representative for the purpose and supervision of the Project.
SEO Pages: the web pages developed by Supplier under this agreement and Statement of Work containing content, links, tagging and other search engine optimisation techniques in order to increase the ranking and prominence of a Website, its webpages or both in the result pages of search engines.
Services: such services required to be provided by Supplier pursuant to a Statement of Work, and all other services reasonably necessary to be performed by Supplier in order to carry out its obligations under this agreement and any applicable Statement of Work.
Specification: the specification set out in the Statement of Work.
Statement of Work: the Services and Deliverables to be provided by Supplier to the Customer as agreed between the parties in writing prior to the commencement of the any works by the Supplier on the Customer’s behalf and as varied in writing by agreement between the parties from time to time.
Supplier: Virtually Branded Limited.
Term: the Initial Term and any subsequent Following Term.
Terms of Payment: the terms of payment of the Price set out herein.
Tool Kit: a set of guidelines, rules, templates, pages, files, code and documentation required by the Customer to enable the building of the Website and all of the Web Pages in accordance with the Website Design in a consistent style, look and feel.
UK Data Protection Legislation: any data protection legislation from time to time in force in the UK.
Unsuitable Content: any material or content that is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party’s Intellectual Property Rights.
Virus: anything whose purpose or possible function is to deliberately disable a computer or network or impair or adversely affect its performance including computer virus, Trojan horse, worm, logic bomb, back door or similar item.
Web Pages: the pages of the Website containing the Content described in the Specification and built using the Tool Kit.
Website: the website or websites at the URLs listed in a Statement of Work or where the subject of this contract is the design of the Customer’s website means the website to be designed by the Supplier for the Customer.
Website Design: the graphical, technical, and navigational design as described in the Statement of Works.

1.2

In this agreement unless otherwise specified:
(a) reference to a party is a reference to a party to this agreement and includes his permitted assignees and the successors in title to substantially the whole of his undertaking;
(b) reference to a person includes any person, individual, supplier, firm, corporation, government, state or agency of a state, or any undertaking whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists;
(c) reference to a statute or statutory instrument or any of its provisions is to be construed as a reference to that statute or statutory instrument or such provision as from time to time amended or re-enacted;
(d) words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders;
(e) references to recitals, clauses, paragraphs or schedules are to recitals, clauses and paragraphs of and schedules to this agreement;
(f) ‘control’ is to be construed in accordance with the Corporation Tax Act 2010 Sections 450, 451 and ‘controlling’ and ‘controlled’ shall be construed accordingly; and
(g) ‘includes’, ‘including’, ‘for example’ shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(h) a reference to writing shall also include fax transmissions and e-mails.

1.3

The recitals and schedules form part of the operative provisions of this agreement and references to this agreement shall, unless the context otherwise requires, include references to the recitals and the schedules.

1.4

The headings in this agreement are for information only and do not affect the interpretation of this agreement.

1.5

In the event and to the extent only of any conflict between the clauses and the schedules, the clauses shall prevail.

2. Recitals:

2.1

The Supplier is engaged in the business of designing and building websites and providing consultancy Services in the field of online marketing including but not limited to Search Engine Optimisation (SEO), Google AdWords, Pay per Click and Social Media marketing campaigns to allow the Customer to better manage their digital marketing channels and improve their online presence.

2.2

The Customer engages the Supplier to design and build a Website and/or to provide Services to drive targeted online traffic to the Websites as more particularly described in the Statement of Work.

2.3

The Customer may purchase Services and Deliverables from time to time by entering into a Statement of Work with Supplier.

3. Structure of agreement:

3.1

Each individual Statements of Work will be entered into by the parties and such Statements of Work are governed by and subject to this agreement. In the event of inconsistency or conflict between this agreement and any Statement of Work, the terms of the Statement of Work shall take precedence to the extent of the conflict or inconsistency.

3.2

This agreement does not commit the Customer to purchase any Services or Deliverables and, likewise, does not commit the Supplier to provide any Services or deliver any Deliverables. The Customer only becomes committed to purchasing and Supplier only becomes committed to providing any Services or delivering any Deliverables upon signature, which may be verified electronically, by both parties of a Statement of Work in respect of such Services and Deliverables.

3.3

Each Statement of Work shall specify (as applicable) the scope and Specification of the Services and Deliverables, any obligations of each party additional to those set out in this agreement and the Charges relevant to each Statement of Work.

3.4

Each Statement of Work unless otherwise agreed by the parties shall constitute a separate contract under this agreement and any defined terms used in each Statement of Work shall have the same meaning as set out in this agreement.

4. Principal duties of the Supplier:

4.1

In consideration of the payment by the Customer of the Charges, the Supplier shall in accordance with the terms of this agreement, an applicable Statement of Work and any other instructions of Customer with the objective of enhancing and optimising the rankings and prominence of each Website in the results pages of Internet search engines:
(a) assist in the preparation of any Statement of Work;
(b) provide the Services;
(c) comply with the Brand Guidelines when:
(i) preparing and providing the Deliverables; and
(ii) performing the Services;
(d) comply with Customer’s information and IT security measures as communicated to Supplier when performing the Services; and
(e) deliver the Goods and/or Deliverables to Customer
(f) provide a report to the Customer in relation to the Services provided at such intervals as are agreed within the Statement of Works
In each case the Supplier will use its best endeavours to adhere to any dates set out in the Development Programme and the terms and conditions set out herein.

Supplier’s Limitation of Responsibility

4.2

The Customer acknowledges and agrees that:
(a) the Supplier does not guarantee positions for any particular keyword, phrase or search term (which is at the search engine’s sole discretion whether or not to list a Website) on Google or any other search engine’s rankings as a result of performing the Services; and
(b) the Supplier has no control over the policies of search engines regarding the type of websites, content that they accept or the way in which websites are ranked either now or in the future.
(c) when a new Website is launched organic search engine rankings and traffic may drop from prior levels whilst the search engines adjust to the introduction of the new Website.
(d) the Supplier shall not be liable to the Customer for any actions of search engines as set out in clauses 4.2(a), 4.2(b) and 4.2(c) that may detrimentally affect search engine rankings or Website performance.

4.3

The Supplier is not responsible for changes made (or not made) to the Website that adversely affect the performance of the Website and which are made to the Website:
(a) by other parties; or
(b) by the Customer who, without prior consultation with Supplier, amends or deletes any action taken by the Supplier as part of the Services on the Website.
(c) which do not follow the Suppliers recommendations

4.4

The Supplier shall promptly report to Customer any material issues with the performance of the Services or Websites. Upon the Customer’s reasonable request, and subject to an agreement on costs between the parties, the Supplier shall use reasonable endeavours to correct any such material issues with the performance of the Services or Websites.

4.5

The Supplier does not guarantee an increase in sales from the Customer’s Website as a result of the Supplier’s delivery of the Services.

4.6

The Supplier is not responsible for:
(a) The quality of social media posts from the Customer’s administration; and
(b) The quality of content and images displayed on the Website unless supplied by the Supplier; and
(c) Seasonal variations or decline in the Customer’s industry or sector which might affect traffic to the Customer’s Website or sales from it; and
(d) Replying to social media comments or inbox messages unless the Supplier has been retained to do so within the Statement of Work; and
(e) Checking functionality of a Customer’s Website where that website has not been supplied by the Supplier.

5. Principal duties of the Customer

5.1

For the purposes of the Supplier providing the Services, the Customer agrees to provide:
(a) a specified named point of contact at all times during the Term.
(b) full administrative or back-end access to the Website for the analysis of its content and structure;
(c) permission for the Supplier to make changes to optimise the Website;
(d) permission for the Supplier to communicate directly with any applicable third parties connected with the Website (such as the Customer’s web designer) in order to provide the Services;
(e) access to existing traffic statistics for the Website in order for analysis and tracking purposes; and
(f) additional text content in electronic format to allow the creation of additional or richer web pages when the Supplier considers that the Website is lacking in textual content.
(g) where relevant, deliver the Customer Content to the Supplier in the agreed format, use reasonable efforts to ensure that it is correct, and update it when required to do so pursuant to this agreement.
(h) notice to the Supplier of any penalties levied by Google in relation to the Website or prior to Google de-indexing the site.
(i) sign off of Supplier generated content or social media posts within 3 days of submission to the Customer for approval; the Customer agrees that in default posts may be made without confirmation at the Customer’s risk and without liability to the Seller.
(j) attend review meetings to be arranged at the Parties mutual convenience (the Supplier recommends a minimum of 2 review meetings per year).
(k) approval of suggested keywords within a reasonable time, failing which the Supplier shall use the keywords suggested on the Statement of Works
(l) access to the Customer’s social media accounts, analytics information, AdWords’ accounts where reasonably required by the Supplier in connection with the supply of the Services.

6. Web-page content:

6.1

The Supplier shall include in the Website only the Materials and any other content that it has developed pursuant to the Specifications.

6.2

The Supplier warrants, represents and undertakes that all content (excluding the Materials) that it develops for the Deliverables pursuant to this agreement or any applicable Statement of Work will not contain Unsuitable Content. The Supplier shall notify the Customer immediately if it becomes aware that any content in the Deliverables may be Unsuitable Content.

6.3

The Supplier reserves the right to decline any content which in its sole opinion deems to constitute Unsuitable Content without any liability to the Customer.

6.4

Subject to 5.1(i) the Supplier shall indemnify the Customer from and against reasonable Losses arising as a result of any action or claim that the Deliverables constitute Unsuitable Content.

7. Variations

7.1

The Customer may at any time request variations to the Content or the Development Programme by written notice to the Supplier. Within 5 business days of receipt of a request for variation or such other period as may be agreed between the parties the Supplier shall indicate by notice in writing to the Customer the terms upon which he will perform the requested variation, including the effect of the variation on the Price and the Development Programme, and his justification for the terms. It is recognised by the parties that a variation may result in either an increase or decrease in the Price. If the Supplier gives written notice to the Customer agreeing to perform a variation the Statement of Works shall be deemed automatically to have been amended so as to include the variation and thereafter the Supplier shall perform this agreement upon the basis of such amended terms.

7.2

If the Supplier gives written notice to the Customer agreeing to perform the variation on terms different to those already agreed between the parties, the Customer shall, within five business days of the date of the Supplier’s notice, elect whether or not he wishes the variation to proceed. If the Customer elects for the variation to proceed he shall issue an order for the variation to proceed in writing. The Supplier expressly acknowledges that no order to proceed with any variation shall be binding upon the Customer unless it is signed by the person nominated for that purpose by the Customer, in which case this agreement shall be deemed automatically to have been amended so as to include such amended terms and thereafter the Supplier shall perform this agreement upon the basis of such amended terms.

8. Charges and payment:

8.1

In consideration of performance of the Supplier’s duties under this agreement, the Customer shall pay the Supplier the Price according to the Terms of Payment. The Price may include a monthly fee for maintenance and be subject to a minimum term.

8.2

The Price is inclusive of all labour and materials but excludes:
(a) VAT;
(b) expenses as provided in clause 9.9;
(c) payments to Google or similar for AdWords or similar which will be the Customer’s responsibility.

8.3

The following items if specified in the Statement of Work will be billed separately:
(a) costs of paid for links;
(b) monthly fees based on revenue generated by sites maintained by the Supplier which will be billed separately.

8.4

The Supplier will invoice the Customer for all the relevant Charges monthly in advance, with each payment to be collected on the first of each month, save for charges from third parties or fees based on revenue generated which will be billed in arrears. The Customer shall pay all properly due and submitted invoices within 30 days of their receipt by the Customer.

8.5

All Charges are exclusive of VAT which shall be payable by the Customer at the applicable rate.

8.6

If the Customer fails to make any payment due to the Supplier under this agreement by the due date for payment, then, without limiting the Supplier’s remedies under clause 16, the Customer shall pay interest on the overdue amount at the rate of 5% per annum above HSBC’s base rate from time to time, such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

8.7

The Supplier shall be entitled to recover from the Customer his reasonable incidental expenses for materials used during the Project and for third party goods and services supplied to the Project, subject to the following provisions:
(a) the Supplier shall provide a monthly summary of third party expenses incurred by him in connection with the Project and such expenses will be invoiced on a monthly basis with reasonable supporting documentation;
(b) any third party expense that is reasonably expected to be more than £100.00 in relation to any particular matter shall require the prior written approval of the Customer before it is incurred;
(c) the third party expenses to be reasonably incurred by the Supplier in connection with the Project shall not exceed £1000.00 in total; thereafter any third party expenses to be incurred by the Supplier shall require the prior written approval of the Customer; and
(d) any expense to be incurred by the Supplier as a consequence of any amendment agreed by the parties to the terms of the Project shall be agreed by the parties and for the avoidance of doubt shall be outside the scope of the provisions outlined immediately above.

8.8

If the Customer fails to make any payment due to the Supplier under this Agreement by the date due for payment the Supplier may at is absolute discretion suspend further work for the Customer until the amount has been paid in full and in such instances, the Supplier will not be liable under any circumstances to the Customer during the suspension of work.

8.9

The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

8.10

Intellectual Property Rights remain with the Supplier until all amounts due under the Contract have been paid in full.

9. Default by the Customer:

9.1

If the Supplier is delayed or unable to carry out any of its obligations in respect of the Agreement because of the Customer’s act or omission or failure to perform any relevant obligation (‘Customer Default’) then:
(a) Without limiting its other rights or remedies, the Supplier will suspend providing the Services to the Customer until the Customer remedies the Customer Default. The Supplier will not be liable to the Customer if the Customer Default prevents or delays the Supplier’s provision of its obligations to the Customer;
(b) The Customer will reimburse the Supplier for any of the Supplier’s reasonable costs or losses sustained or incurred by the Supplier arising from the Customer Default.

10. Licences and Intellectual Property Rights

10.1

Subject to clauses 8.10 and 10.3, all Intellectual Property Rights in the Deliverables shall vest in and belong to the Customer absolutely, and the Supplier hereby assigns with full title guarantee and free from all encumbrances and rights of third parties all such Intellectual Property Rights in the Deliverables to The Customer. The Supplier shall execute all documents and take all actions necessary or reasonably requested by the Customer to document, obtain, maintain, perfect or assign its rights to the Deliverables.

10.2

The Supplier shall hereby, and shall procure that its personnel shall, waive any and all moral rights (including rights of integrity and attribution) in and to the Deliverables.

10.3

To the extent that any Pre-Existing Work is incorporated into the Deliverables it shall remain the property of the Supplier. The Supplier hereby grants (and if the Pre-Existing Work shall include any third-party materials, procure the grant from these third parties) to the Customer a non-exclusive, transferable, irrevocable, worldwide and perpetual licence to use such Pre-Existing Work as part of the Deliverables.

10.4

The Supplier shall not, without the written consent of the Customer (which the Customer may withhold in its sole discretion) bid on or otherwise purchase any keyword that contains:
(a) a trade mark, trade name, service mark or logo of either the Customer, its competitors or third parties; or
(b) any term that is materially similar to, any such trademark, trade name, service marks or logo of either the Customer, its competitors or third parties
in order to improve the Website’s preferential placement in any search engine results.

11. Indemnity:

11.1

The parties shall indemnify each other as follows:
(a) The Supplier (Indemnifying Party) shall indemnify the Customer (Indemnified Party) from and against all Losses arising as a result of any action or claim that (as applicable) the Customer’s use, possession or ownership rights to the Deliverables, receipt of the Services and use or possession of any Pre-Existing Works in accordance with this agreement or any applicable Statement of Work (Claim) constitute an infringement of Intellectual Property Rights of a third party.
(b) The Customer (Indemnifying Party) shall indemnify the Supplier (Indemnified Party) from and against all Losses arising as a result of any action or claim that (as applicable) the Supplier’s use and possession of the Materials in accordance with this agreement or any applicable Statement of Work (Claim) constitutes an infringement of Intellectual Property Rights of a third party.
(c) The Supplier (Indemnifying Party) shall indemnify the Customer (Indemnified Party) from and against all Losses arising as a result of any failure by the Supplier or its employees or agents to comply with any of its obligations under clause 12 (Data Protection) of this Agreement.

11.2

The Indemnified Party (under clause 11.1(a) or clause 11.1(b) as the case may be) shall:
(a) notify the Indemnifying Party in writing of the Claim upon becoming aware of it;
(b) make no admissions or settlements of the Claim without the Indemnifying Party’s prior written consent;
(c) give the Indemnifying Party all reasonable information and assistance that the Indemnifying Party may reasonably require (at the Indemnifying Party’s cost) in relation to a Claim; and
(d) allow the Indemnifying Party complete control over the litigation and settlement of any Claim.

11.3

The Indemnifying Party (under clause 11.1(a) or clause 11.1(b) as the case may be) shall control the litigation and settlement of any Claim and keep the Indemnified Party informed at reasonable intervals of the Claim.

12. Data Protection:

12.1

Both parties will comply with all applicable requirements of the Data Protection Legislation..

12.2

The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

12.3

Without prejudice to the generality of clause 12.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement.

12.4

Without prejudice to the generality of clause 13.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) process that Personal Data only on the written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that Personal Data. Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(e) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
(f) the data subject has enforceable rights and effective legal remedies;
(g) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(h) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(i) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(j) notify the Customer without undue delay on becoming aware of a Personal Data breach;
(k) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
(l) maintain complete and accurate records and information to demonstrate its compliance with this clause 12.

12.5

The Customer does not consent to the Supplier appointing any third party processor of Personal Data under this agreement.

12.6

The Supplier may, at any time on not less than 30 days’ notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms to ensure compliance with UK Data Protection Legislation.

12.7

The Customer and the Supplier acknowledge that for the purposes of UK Data Protection Legislation, the Customer is the Data Controller and the Supplier is the data processor of any Personal Data that may come into the Supplier’s control or possession as a result of it carrying out the Services.

12.8

The Supplier shall process the Personal Data only to the extent, and in such a manner, as is necessary to fulfil its obligations under this Agreement and in accordance with the Customer’s instructions from time to time and shall not process the Personal Data for any other purpose. The Supplier will keep a record of any processing of personal data it carries out on behalf of the Customer.

12.9

If the Supplier receives any complaint, notice or communication which relates directly or indirectly to the processing of the Personal Data or to either party’s compliance with the Data Protection Act 2018 and the data protection principles set out therein, it shall immediately notify the Customer and it shall provide the Customer with full co-operation and assistance in relation to any such complaint, notice or communication.

12.10

The Supplier shall not transfer the Personal Data outside the United Kingdom without the prior written consent of the Customer.

12.11

The Supplier shall promptly inform the Customer if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. The Supplier will restore such Personal Data at its own expense.

12.12

The Supplier shall notify the Customer within two (2) working days if it receives a request from a Data Subject for access to that person’s Personal Data.

12.13

The Supplier shall not disclose the Personal Data to any Data Subject or to a third party other than at the request of the Customer or as provided for in this Agreement.

12.14

The Supplier shall notify the Customer immediately if it becomes aware of any unauthorised or unlawful processing, loss of, damage to or destruction of the Personal Data.

13. Warranties:

13.1

Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement and any Statement of Work.

13.2

The Customer warrants, represents and undertakes that:
(a) any Materials provided to the Supplier are owned by the Customer; or
(b) it has received the necessary consents or permissions to use the Materials in accordance with this agreement and any Statement of Work from the applicable owner(s).

13.3

The Supplier warrants, represents and undertakes that:
(a) it shall perform the Services with all reasonable skill and care;
(b) the Deliverables will conform to their description set out in this agreement or any Statement of Work;
(c) in providing the Services and Deliverables it will not use any techniques or commit any act or do anything that breaches any applicable laws, regulation or search engine rules;
(d) it will use personnel to provide the Services who are suitably skilled, trained and experienced;
(e) it will ensure that the manner in which the Services are performed or provided does not adversely affect the name, reputation or business of the Customer;
(f) the Deliverables will be free from all Viruses including but not limited to any codes or instructions that are used to access, modify, delete or damage any data contained in the web pages of or other computer programs used by the Customer in relation to, the Websites;
(g) it has, prior to the delivery of the Deliverables to the Customer, used a comprehensive and up-to-date Virus checker available to scan the Deliverables;
(h) it shall only access those areas of the Websites that are necessary for the purposes of performing its obligations under this agreement or any applicable Statement of Work and it shall not modify (or do anything that would have the effect of modifying) the content of the Websites except for as permitted herein;
(i) the Deliverables will, in so far as they do not comprise Materials, be original works of authorship by the Supplier and the use or possession thereof by the Customer will not be subject or give rise to any claim for infringement of any Intellectual Property Rights of any third parties;
(j) it will process any Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments; and
(k) it will take appropriate technical and organisational measures against the unauthorised or unlawful processing of personal data and against the accidental loss or destruction of, or damage to, Personal Data to ensure the Customer’s compliance with the seventh data protection principle.

14. Confidentiality:

14.1

During the term of this agreement and after termination or determination of this agreement for any reason for a period of thirty six months starting on the date the agreement determined or was either terminated, the following obligations shall apply to the disclosure of confidential information by one party (‘the Disclosing Party’) to the other party (‘the Receiving Party’).

14.2

Subject to clause 14.3, the Receiving Party:
(a) may not use any confidential information for any purpose other than the performance of his obligations under this agreement;
(b) may not disclose any confidential information to any person except with the prior written consent of the Disclosing Party; and
(c) shall make every effort to prevent the use or disclosure of the confidential information.

14.3

The obligations of confidence referred to in all provisions of this clause shall not apply to any confidential information that:
(a) is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain prior to the receipt of such confidential information or other information by the said party;
(b) is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;
(c) is required to be disclosed by any applicable law or regulation;
(d) is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party, claims to have no obligations of confidence to the other party to this agreement in respect thereof and who imposes no obligations of confidence upon the Receiving Party.

14.4

Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this clause in addition to any damages or other remedies to which he may be entitled.

14.5

The obligations of the parties under all provisions of this clause shall survive the expiry or the termination of this agreement for whatever reason.

15. Liability:

15.1

Nothing in this agreement shall operate to exclude or limit the Supplier’s liability for:
(a) death or personal injury caused by its negligence; or
(b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(c) fraud; or
(d) under the indemnities given in clause 11; or
(e) any other liability which cannot be excluded or limited under applicable law.

15.2

Neither party shall be liable to the other party for any damage to software, damage to or loss of data (save in respect of any loss of Personal Data under clause 12), loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage even if the loss is reasonably foreseeable or such party has been advised of the possibility of the other party incurring it.

15.3

Subject to clause 15.1, neither party’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the total Charges payable by the Customer to the Supplier under this agreement in that calendar year.

16. Term and termination:

16.1

The Agreement shall come into force on the Effective Date and shall continue for the Initial Term from that date, subject to the provisions of this Clause 16.

16.2

Following the expiry of the Term this Agreement shall automatically renew for a period equal to the Following Term unless it is terminated in accordance with these Terms and Conditions.

16.3

The Supplier may terminate the Agreement at any time by giving the Customer not less than 30 days written notice.

16.4

The Customer may terminate the Agreement by serving not less than 90 days’ notice to expire on the expiry of the Term or where the Agreement has been extended in accordance with clause 16.2 by serving not less than 90 days’ notice to expire on the expiry of the Term so extended.

16.5

Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this agreement or any Statement of Work which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(b) the other party repeatedly breaches any of the terms of this agreement or any Statement of Work in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement or any Statement of Work;
(c) if the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other (being a company) than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) 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 other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.5(c) to clause 16.5(i) (inclusive); or
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

16.6

the Customer may terminate this agreement immediately, at any time and in whole where the Supplier has breached clause 10.3 by providing written notice to the Supplier.

16.7

On expiry or termination of this agreement or a Statement of Work:
(a) all applicable licences granted to the Supplier under this agreement or a Statement of Work (as the case may be) shall terminate immediately;
(b) the Supplier shall at the Customer’s request, either promptly return or destroy all Confidential Information and/or Materials belonging to the Customer and connected with this agreement or a Statement of Work (as the case may be) in its possession and control and issue a certificate of such return or destruction. For avoidance of doubt, if any Confidential Information or Materials are stored within computer systems owned or controlled by the Supplier, the Supplier shall ensure that such Confidential Information or Materials are expunged from such computer systems;
(c) on request, certify in writing to the Customer that it has complied with the requirements of clause 16.7(b); and
(d) the Customer shall pay undisputed Charges that are due and payable to the Supplier.

16.8

On termination of this agreement or a Statement of Work (however arising) the accrued rights and liabilities of the parties as at termination, and the following clauses, shall survive and continue in full force and effect: clauses 1, 0, 4.4, 10.1, 10.2, 10.3, 11, 12, 14, 15, 16.8, 16.9 and 19 onwards..

16.9

Termination of this agreement or any Statement of Work shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

17. Assignment:

17.1

Neither party shall assign, transfer, sub-contract or in any other manner make over to any third party the benefit, burden or both the benefit and burden of this agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

18. Force majeure event (an event beyond the parties’ reasonable control):

18.1

Neither party shall be deemed to be in breach of this agreement or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under this agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event or circumstance beyond the reasonable control of that party (a force majeure event).

18.2

The party relying on clause 18.1 (‘the Affected Party’) shall promptly notify the other party (‘the Other Party’) of the nature and extent of the circumstances giving rise to the force majeure event.

18.3

If the force majeure event in question prevails for a continuous period in excess of six weeks after the date on which it began, the Other Party may give notice to the Affected Party terminating this agreement. The notice to terminate must specify the termination date, which must be not less than twenty business days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this agreement will terminate on the termination date set out in the notice. Neither party shall have any liability to the other in respect of termination of this agreement due to force majeure event, but the rights and liabilities that have accrued before termination shall not be affected.

19. Dispute resolution:

19.1

All disputes at any time arising between the parties that cannot be resolved by the Project Manager and the Project Co-ordinator may in the first place be referred to the managing directors or business owners of the parties. If they are unable to resolve a dispute, it consideration should be given to the refer the dispute to a mediator.

20. Waiver:

20.1

A waiver of any term, provision or condition of this agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given.

20.2

No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver of it, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege.

20.3

No breach of any provision of this agreement shall be waived or discharged except with the express written consent of the parties.

21. Invalidity:

21.1

If any provision of this agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, whether pursuant to any judgment or otherwise:
(a) the validity, legality and enforceability under the law of that jurisdiction of any other provision, and
(b) the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision shall not be affected or impaired in any way.

21.2

If any provision of this agreement is held to be void or declared illegal, invalid or unenforceable for any reason whatsoever that provision shall be divisible from this agreement and shall be deemed to be deleted from this agreement and the validity of the remaining provisions shall not be affected. If any such deletion materially affects the interpretation of this agreement, the parties shall use their best endeavours to negotiate in good faith with a view to agreeing a substitute provision that as closely as possible reflects the commercial intention of the parties.

22. Remedies:

22.1

The rights and remedies provided for by this agreement are cumulative with and not exclusive of any rights or remedies provided by law.

23. Non-solicitation of staff:

23.1

The Customer agrees that during the term of this agreement and for an additional period of six months after the date the agreement was terminated, the Customer shall not directly or indirectly canvas with a view to offering or providing employment to, offering to contract with or enticing to leave any employee of or contractor to the Supplier engaged in the performance of the Project without the prior written consent of the Supplier.

24. Notices:

24.1

Any notice, demand or other communication given or made under or in connection with the matters contemplated by this agreement shall be in writing and shall be delivered personally or sent by fax or prepaid first class post (air mail if posted to or from a place outside the United Kingdom):
(a) in the case of the Customer to: the registered office of Virtually Branded Limited
(b) in the case of the Supplier to the address stated at the beginning of this Agreement or to the address provided by the Customer to the Supplier from time to time;
and shall be deemed to have been duly given or made as follows:
(c) if personally delivered, upon delivery at the address of the relevant party;
(d) if sent by first class post, two business days after the date of posting;
(e) if sent by air mail, five business days after the date of posting; and
(f) if sent by fax, when despatched;
provided that if, in accordance with the above provision, any notice, demand or other communication would otherwise be deemed to be given or made after 1700 hours, it shall be deemed to be given or made at the start of the next business day.

24.2

A party may notify the other party to this agreement of a change to its name, relevant addressee, address or fax number for the purposes of the above clause provided that such notification shall only be effective on:
(a) the date specified in the notification as the date on which the change is to take place, or
(b) if no date is specified or the date specified is less than five business days after the date on which notice is given, the date falling five business days after the notice is given.

25. Entire agreement:

25.1

This agreement embodies and sets forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this agreement save for any representation made fraudulently.

25.2

Unless otherwise expressly provided elsewhere in this agreement, this agreement may be varied only by a document signed by both parties.

26. Announcements:

Both parties agree not to disclose to any third party, other than to their respective bankers or other professional advisers on appropriate conditions of confidentiality, the fact of or details of this agreement or any other agreement referred to in this agreement. The text of any press release or other communication to be published by or in the media concerning the subject matter of this agreement shall require the approval of each party.

27. Relationship of the parties:

Nothing in this agreement and no action taken by the parties pursuant to this agreement shall constitute, or be deemed to constitute, the parties a partnership, association, joint venture, the agents of each other or any other co-operative entity.

28. Governing law and jurisdiction:

28.1

This agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation, shall be governed by and construed in accordance with the laws of England.

28.2

The parties irrevocably submit to the exclusive jurisdiction of the courts of England for the purpose of hearing and determining any suit, action or proceedings or settling any disputes arising out of or in connection with this agreement and for the purpose of enforcement of any judgment against their respective assets.

29. Exclusion of third party rights:

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties to this agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.