Digital marketing terms and conditions

Reeds (Cumbria) Ltd

Terms and Conditions for the provision of Digital Marketing Services

The parties have agreed that Reeds (Cumbria) Ltd shall provide the Customer with Digital Marketing Services as described in a Quotation that has been sent to, and agreed with, the Customer on these terms and conditions.

1.                   Definitions

Acceptance: the acceptance or deemed acceptance of the Site by the Customer pursuant to Condition 4.

                        Business Day: a day other than a Saturday or 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 the Quotation.

                        Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information is:

a)                   identified as confidential at the time of disclosure; or

b)                   ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

                        Consumer: means the ultimate consumer of the goods and/or services that the Customer supplies (which are, for the purposes of these terms and conditions, the goods and/or services that the Customer has asked Reeds (Cumbria) Ltd to supply the digital marketing services for).

                        Contract: an order by the Customer for services to be supplied by Reeds (Cumbria) Ltd, as set out in the Quotation and incorporating these terms and conditions.

                        Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

                        Customer: means the party contracting with Reeds (Cumbria) Ltd to acquire the services supplied under the Quotation and these terms and conditions.

                        Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder)  and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

                        Reeds (Cumbria) Ltd: means the company Reeds (Cumbria) Ltd Printers Limited incorporated and registered in England and Wales with company number 00139166 whose registered office is at Borderway Mart, Rosehill Estate, Carlisle, Cumbria, CA1 2RS.

                        Reeds (Cumbria) Ltd Hourly Rate: an hourly rate of £80.00/hour which Reeds (Cumbria) Ltd charges in minimum increments of 0.5 hours. Reeds (Cumbria) Ltd Hourly Rate may be reviewed periodically to reflect increases in overhead costs and inflation and whenever this results in a change to Reeds (Cumbria) Ltd Hourly Rate they will inform the Customer in advance via email.

                        Reeds (Cumbria) Ltd IPR: the rights and assets used by Reeds (Cumbria) Ltd in carrying out the Services which are not unique to the work carried out in providing the Services (for example, but without limitation, software tools).

                        Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance from regulatory and advisory bodies, international and national standards, and sanctions, which are applicable to the Customer and/or Reeds (Cumbria) Ltd relating to security of network and information systems and security breach and incident reporting requirements, which may include the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

                        Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right 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 all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

                        Materials: the content provided to Reeds (Cumbria) Ltd by the Customer from time to time for incorporation in the Site.

                        Online Behavioural Advertising: means the use of cookies by Reeds (Cumbria) Ltd to track a Consumer's online activities over time with the intention of then delivering advertising to that consumer, on behalf of the Customer, that is targeted to the individual consumer's interests.

                        Prize Promotions: means an advertising promotion whereby Consumers engage with the Services and, in exchange, are entered into a prize draw in accordance with these terms and conditions.

                        Project: means the provision by Reeds (Cumbria) Ltd of the Services as set out in the Quotation, as part of a structured digital marketing campaign.

                        Project Plan: the timetable within which Reeds (Cumbria) Ltd will implement the Project as set out in the Quotation (or, if not set out in the Quotation, as reasonable timetable established by Reeds (Cumbria) Ltd).

                        Quotation: the quotation setting out the Site Specification and/or outlining the Services, which was provided to, and duly accepted by, the Customer, and to which these terms and conditions apply.

                        Relevant Legislation: means any applicable laws, regulations or local customs that apply as a result of the location where the Services are being offered and the location of the Consumer.

                        Search Engine Optimisation: means the process of improving web traffic to a particular website or series of websites by improving the frequency or prominence of those websites on search engine results.

                        Services: means the digital marketing services specified in the Quotation that Reeds (Cumbria) Ltd agrees to provide in accordance with these terms and conditions, such services may, for the avoidance of doubt, include Online Behavioural Advertising, Prize Promotions, Search Engine Optimization, pay per click advertising, email marketing, display advertising and / or social media advertising.

                        Third Party Fees: means any fee incurred to include Third Party Products that are required for Reeds (Cumbria) Ltd to provide the Services (for example, there may be additional Platform Pricing & API Costs – for use of the Google Maps Platform).

                        Third Party Products: those third party software products set out in the Quotation.

                        Visitor: a visitor to the Site.

                        Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

2.                   Scope of the Project

2.1                Reeds (Cumbria) Ltd shall provide the Services specified within the Quotation subject to these terms and conditions.

2.2                Reeds (Cumbria) Ltd shall work with the Customer to ensure that the Project and Services are appropriate to the digital marketing aims and objectives of the Customer. The Contract shall come into existence on the date at which the Customer confirms that they accept the Quotation provided by Reeds (Cumbria) Ltd (“Commencement Date”). In the event that a Customer confirms a Quotation verbally, Reeds (Cumbria) Ltd will confirm this acceptance in writing by sending documentation for the Customer to electronically sign, showing acceptance.

2.3                Once the Quotation has been accepted, the Customer will be liable to pay such sums as stipulated within that Quotation in exchange for the Services from Reeds (Cumbria) Ltd in accordance with Condition 7. In the event that additional work is required, this may then be charged at the Reeds (Cumbria) Ltd Hourly Rate in accordance with Condition 7.3.

2.4                These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade custom, practice or course of dealing.

2.5                Any quotation given by Reeds (Cumbria) Ltd shall constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

2.6                The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions which, for the avoidance of doubt, do not form part of the Contract.

3.                   Customer responsibilities

3.1                The Customer acknowledges that Reeds (Cumbria) Ltd's ability to provide the Services is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide), as well as the accuracy and completeness of any specifications provided by the Customer or any Third Party Agency (to the extent that any Third Party Agency has been instructed by the Customer) and any information and data the Customer provides to Reeds (Cumbria) Ltd.

3.2                Accordingly, the Customer shall provide Reeds (Cumbria) Ltd with access to, and use of, all information, data and documentation reasonably required by Reeds (Cumbria) Ltd for the performance by Reeds (Cumbria) Ltd of its obligations under the Contract. The Customer shall also inform Reeds (Cumbria) Ltd of their primary contact at the Customer, who shall ensure information, data and documentation is provided to Reeds (Cumbria) Ltd in a timely manner.

3.3                Reeds (Cumbria) Ltd accepts no responsibility for instructions received from the Customer. The Customer must ensure that the instructions given to Reeds (Cumbria) Ltd are correct.

3.4                The Customer shall be responsible for the accuracy and completeness of the Materials used in as part of the Services in accordance with Conditions 9 and 10.

3.5                The Customer agrees, to the maximum extent permitted by applicable law, not to reverse-engineer, recompile or otherwise amend any software code supplied or made available by Reeds (Cumbria) Ltd to the Customer as part of, or as, the Reeds (Cumbria) Ltd IPR.

4.                   Development and acceptance of the Services

4.1                The Quotation may specify a period during which aspects of the Services are expected to go live that has been agreed between the parties. Unless the Customer requests a specific delivery date that has been agreed in writing, the date for completion of the Services in the Quotation is an estimate.

The Customer will not reject, and Reeds (Cumbria) Ltd will not be liable to the Customer for any loss (direct or indirect) due to, provision of the Services after the estimated date for completion where such rejection or loss results purely from delivery of the Services following the estimated date for those Services going live.

4.2                If any failure to provide the Services in accordance with the Quotation results from a defect which is caused by an act or omission of the Customer, any Third Party Agency or by one of the Customer's sub-contractors or agents for whom Reeds (Cumbria) Ltd has no responsibility, the Services shall be deemed to have been satisfactorily provided in accordance with the requirements of the Contract notwithstanding such defect.

4.3                Subject to Condition 4.4, Reeds (Cumbria) Ltd shall provide assistance reasonably requested by the Customer in remedying any defect by supplying additional services or products. The Customer shall pay Reeds (Cumbria) Ltd in full for all such additional services and products at Reeds (Cumbria) Ltd' then current fees and prices.

4.4                Acceptance of the Services shall be deemed to have taken place when the Services outlined in the Quotation have been provided and in any event upon the Customer having paid the Charges in relation to the Quotation and any additional fee due to Reeds (Cumbria) Ltd.

4.5                The Customer shall pay for the Services in accordance with Condition 7 of these terms and conditions.

5.                   Third party products

The Third Party Products shall be supplied in accordance with the relevant licensor's standard terms. Any one-off or recurring licence fees for such Third Party Products are included in the Charges payable by the Customer to Reeds (Cumbria) Ltd under Condition 7.4.

6.                   Charges and payment

6.1                Payment for the Services

(a)            Reeds (Cumbria) Ltd reserves the right to require the Customer to provide an upfront payment before Reeds (Cumbria) Ltd is obligated to begin work on the Services. The upfront payment will be as set out in the Quotation.

(b)            The Customer shall, upon entering into the Contract, set up a direct debit payment to Reeds (Cumbria) Ltd covering any Charges due to Reeds (Cumbria) Ltd under the Quotation. The Quotation will establish the monthly direct debit fee, and will take into account any upfront payment required (if any) under Condition 6.1(a).

(c)            The remaining balance of the fee for the Services in the Quotation, minus any payments made by the Customer to Reeds (Cumbria) Ltd in accordance with Condition 6.1(a) and 6.1(b), becomes due immediately upon the Services being accepted in line with Condition 4.

(d)            In the event that the Contract for Services is brought to an end before the Services are completed, Reeds (Cumbria) Ltd are entitled to issue an invoice for work completed on the Website Design Services up to the date of termination, and the Customer shall be obligated to pay such invoice within 30 days.

6.2                Interim Work Completed and Services outside of the Quotation Site Specification

(a)            If the Customer requests that additional work be covered beyond the scope of the Services outlined in the Quotation, Reeds (Cumbria) Ltd may agree to complete that additional work and in doing so may request that an additional cost is to be paid by the Customer for that work, such cost to be calculated at Reeds (Cumbria) Ltd Hourly Rate.

6.3                Other Fees

Unless expressly included in the Quotation, any other fees that become due will also be payable by the Customer and may be invoiced up to 2 months before such fees become due.

Any other fees, obligations or liabilities incurred by Reeds (Cumbria) Ltd in the course of providing the Services will be charged to the Customer.

6.4                For the avoidance of doubt, the Customer shall be liable for any costs incurred as a result of the Customer’s choice to instruct any Third Party Agency.

6.5                All Charges are exclusive of VAT.

6.6                Consequences of Late or No Payment

(a)            Payment is due from the Customer to Reeds (Cumbria) Ltd in accordance with the direct debit instructions contained within the Quotation.

(b)            If the Customer fails to pay any such fees by the due date (as indicated in the Quotation), then, without limiting Reeds (Cumbria) Ltd’ remedies under the Contract, Reeds (Cumbria) Ltd reserves the right to suspend any work on the Services.

(c)            If the Customer fails to make any payment due to Reeds (Cumbria) Ltd under the Contract by the due date for payment, then, without limiting Reeds (Cumbria) Ltd’ remedies under the Contract, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Condition will accrue each day at 4% a year above the Bank of England's base rate from time to time but at 4% a year for any period when that base rate is below 0%.

7.                   Warranties

7.1                Each of the parties warrants to the other that it has full power and authority to enter into and perform the Contract.

7.2                Reeds (Cumbria) Ltd shall perform the Services with reasonable care and skill.

7.3                The Contract sets out the full extent of Reeds (Cumbria) Ltd' obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into the Contract or any collateral contract (whether by statute or otherwise) are hereby expressly excluded to the extent permissible by law.

7.4                Reeds (Cumbria) Ltd does not warrant that:

(a)            the Customer's use of the Services will be uninterrupted or error-free; or

(b)            the Services will be free from Vulnerabilities; or

(c)            the Services will be compliant with data collection legislation in any relevant jurisdiction; or

(d)            the Services will comply with any Heightened Cybersecurity Requirements.

8.                   Limitation of remedies and liability

8.1                Nothing in the Contract shall operate to exclude or limit Reeds (Cumbria) Ltd' 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)            any other liability which cannot be excluded or limited under applicable law.

8.2                Reeds (Cumbria) Ltd shall not be liable to the Customer for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

8.3                Subject to Condition 8.1, Reeds (Cumbria) Ltd' aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with the Contract or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed [PERCENTAGE]% of the total Charges payable by the Customer to Reeds (Cumbria) Ltd under the Contract in relating to the Project (as set out in the Quotation).

9.                   Intellectual property rights

9.1                Subject as provided elsewhere in these terms and conditions the Customer shall own all Intellectual Property Rights in the Materials and the Services and grants Reeds (Cumbria) Ltd a royalty-free licence of all such Intellectual Property Rights to the extent required by Reeds (Cumbria) Ltd to perform its obligations under the Contract.

9.2                Reeds (Cumbria) Ltd grants to the Customer, or shall procure the direct grant to the Customer, of a fully paid-up, worldwide, non-exclusive, royalty-free perpetual licence to use the Reeds (Cumbria) Ltd IPR for the purpose of use by the Customer of the Services (only), and subject to the licence referred to in this clause, ownership of the Reeds (Cumbria) Ltd IPR shall remain with Reeds (Cumbria) Ltd.  The Customer shall not sub-licence, assign or otherwise transfer any rights granted by this clause 9.2.

9.3                Where the Services or any work incorporates Third Party Products then (without prejudice to the provisions of clause 5) Reeds (Cumbria) Ltd does not grant any licence of or rights in any such Third Party Products to the Customer.

9.4                The Customer shall indemnify Reeds (Cumbria) Ltd against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe the Intellectual Property Rights of a third party.

9.5                Reeds (Cumbria) Ltd shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the Services infringes any Intellectual Property Rights of a third party in the UK, other than infringements referred to in Condition 9.4.

9.6                The indemnities in Condition 9.4, Condition 9.5 and Condition 10.3 are subject to the following conditions:

(a)            the indemnified party promptly notifies the indemnifier in writing of the claim;

(b)            the indemnified party makes no admissions or settlements without the indemnifier's prior written consent;

(c)            the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and

(d)            the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

9.7                At its own expense, the Customer shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to Condition 9.1.

10.                Services Content

10.1             The Customer shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).

10.2             The Customer acknowledges that Reeds (Cumbria) Ltd has no control over any content used as part of the Services. Reeds (Cumbria) Ltd reserves the right to remove content from the Services where it reasonably suspects such content is Inappropriate Content. Reeds (Cumbria) Ltd shall notify the Customer promptly if it becomes aware of any allegation that any content on the Site may be Inappropriate Content.

10.3             The Customer shall indemnify Reeds (Cumbria) Ltd against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.

10.4             For the avoidance of doubt, Reeds (Cumbria) Ltd takes instructions from the Customer as to the scope of the Project and the specific Services that the Customer is requesting from Reeds (Cumbria) Ltd. Reeds (Cumbria) Ltd will discuss the Project with the Customer, and provide Services as requested by the Customer under that Project. Reeds (Cumbria) Ltd may comment as to potentially appropriate Services that can be offered by Reeds (Cumbria) Ltd to achieve the Customer’s aims and objectives as part of the Project, however Reeds (Cumbria) Ltd makes no comment on, nor offers any advice as to the legality of, any of the Services or the Customer’s Materials under any Relevant Legislation.

10.5             The Customer shall indemnify Reeds (Cumbria) Ltd against all damages, losses and expenses arising as a result of any action or claim that the Services constitute a breach of any Relevant Legislation.

11.                Data protection

11.1             Both parties will comply with all applicable requirements of the Data Protection Legislation. This Condition 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

11.2             The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Reeds (Cumbria) Ltd is the Processor.

11.3             Without prejudice to the generality of Condition 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Reeds (Cumbria) Ltd for the duration and purposes of the Contract.

11.4             Without prejudice to the generality of Condition 11.1, Reeds (Cumbria) Ltd shall, in relation to any Personal Data processed in connection with the performance by Reeds (Cumbria) Ltd of its obligations under the Contract:

(a)            process that Personal Data only on the documented written instructions of the Customer unless Reeds (Cumbria) Ltd is required by Domestic Law to otherwise process that Personal Data. Where Reeds (Cumbria) Ltd is relying on Domestic Law as the basis for processing Personal Data, Reeds (Cumbria) Ltd shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits Reeds (Cumbria) Ltd from so notifying the Customer;

(b)            ensure that it has in place appropriate technical and organisational measures to seek 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 UK unless the prior written consent of the Customer has been obtained (which the Customer grants by entering into the Contract) and the following conditions are fulfilled:

(i)             the Customer or Reeds (Cumbria) Ltd has provided appropriate safeguards in relation to the transfer;

(ii)            the Data Subject has enforceable rights and effective legal remedies;

(iii)          Reeds (Cumbria) Ltd complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv)          Reeds (Cumbria) Ltd complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(e)            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;

(f)             notify the Customer without undue delay on becoming aware of a Personal Data breach;

(g)            at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and

(h)            maintain complete and accurate records and information to demonstrate its compliance with this Condition 11.

11.5             The Customer consents to Reeds (Cumbria) Ltd appointing a third-party processor of Personal Data under the Contract. Reeds (Cumbria) Ltd confirms that if it enters into an agreement with a third-party processor that agreement will reflect and continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Reeds (Cumbria) Ltd, Reeds (Cumbria) Ltd shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Condition 11.

11.6             Either party may, at any time on not less than 30 days’ notice, revise this Condition 11 by replacing it with any applicable controller to processor standard Conditions or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

12.                Term and termination

12.1             The Contract for the Services shall (subject to earlier termination under this Condition 13) terminate once the Services outlined in the Quotation have been provided to the Customer.

12.2             Subject to Condition 15, without affecting any other right or remedy available to it, either party may terminate the Contract for the Services by giving the other party written notice. In the event that the Customer wishes to rely on this Condition 12.2, the Customer will be required to reimburse Reeds (Cumbria) Ltd in accordance with Condition 6.

12.3             Without affecting any other right or remedy available to it, Reeds (Cumbria) Ltd may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a)            the Customer fails to pay any amount due under the Contract on the due date for payment;

(b)            Reeds (Cumbria) Ltd believe that they are unable to provide the Services due to a failure by the Customer, to provide information or Materials required for Reeds (Cumbria) Ltd to provide the Services;

(c)            Reeds (Cumbria) Ltd becomes aware that any aspect of the Services are in breach of any Relevant Legislation or content or Materials received from the Customer is/are Inappropriate Content; or

(d)            there is a change of Control of the Customer.

12.4             Without affecting any other right or remedy available to it, Reeds (Cumbria) Ltd may suspend the supply of Services under the Contract or any other contract between the Customer and Reeds (Cumbria) Ltd if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in Condition 12.5(b) to Condition 12.5(d), or Reeds (Cumbria) Ltd reasonably believes that the Customer is about to become subject to any of them.

12.5             Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a)            the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b)            the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c)            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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

(d)            the other party commences negotiations with all or any class of any 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;

(e)            the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(f)             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;

(g)            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 (being a company, partnership or limited liability partnership);

(h)            the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(i)              a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(j)             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;

(k)            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 Condition 12.5(c) to Condition 12.5(j) (inclusive);

(l)              the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(m)          the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; [or

(n)            any warranty given by the other party in Condition 7 of these terms and conditions is found to be untrue or misleading.

12.6             On expiry or termination of the Contract by Reeds (Cumbria) Ltd under this Condition 12clause , all licences granted by Reeds (Cumbria) Ltd under the Contract shall terminate immediately.

12.7             On expiry or termination of the Contract, Reeds (Cumbria) Ltd shall provide such assistance as is reasonably requested by the Customer in transferring any ongoing Services to the Customer or another service provider, subject to the payment of Reeds (Cumbria) Ltd' expenses reasonably incurred.

12.8             On expiry or termination of the Contract, all provisions of the Contract shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

12.9             On termination of the Contract:

(a)            the Customer shall immediately pay to Reeds (Cumbria) Ltd all of Reeds (Cumbria) Ltd’ outstanding unpaid invoices and interest, as well as any other sums due under Condition 6 and, in respect of Work supplied but for which no invoice has been submitted, Reeds (Cumbria) Ltd shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b)            Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

(c)            Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

13.                Compliance with Legislation

13.1             Reeds (Cumbria) Ltd reserves the right to cancel any ongoing Services to the Customer immediately if it believes that the Customer is engaging in or permitting illegal activity under Relevant Legislation.

13.2             Reeds (Cumbria) Ltd may from time to time make changes to any Services being provided to the Customer which are required to comply with any requirement of law in accordance with Relevant Legislation.

14.                Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.

15.                Confidentiality

15.1             No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

16.                Notices

16.1             Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:

(a)            delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b)            sent by email to the addresses of Reeds (Cumbria) Ltd and Consumer specified in the Quotation.

16.2             Any notice or communication shall be deemed to have been received:

(a)            if delivered by hand, at the time the notice is left at the proper address;

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

(c)            if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Condition 16.2(c), business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

16.3             This Condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16.4             All specifications and notices relied on by either party and all variations to this agreement must be in writing and include a duly authorised signature.

17.                Publicity

17.1             All media releases, public announcements and public disclosures by either party relating to the Contract or its subject matter, including promotional or marketing material, shall be co-ordinated with the other party and approved jointly by the parties prior to release, subject to the reservation in Condition 17.2.

17.2             Reeds (Cumbria) Ltd reserves the right to, without the consent of the Customer, include screenshots of the completed work in any portfolio of work Reeds (Cumbria) Ltd produces.

18.                Assignment

18.1             Reeds (Cumbria) Ltd reserves the right to assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

18.2             The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

19.                Entire agreement

19.1             The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2             Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

20.                Third party rights

20.1             The Contract does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.  

21.                Variation

No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

22.                Waiver

22.1             A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

22.2             A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

23.                Rights and remedies

Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

24.                Severance

24.1             If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

24.2             If any provision or part-provision of the Contract is deemed deleted under Condition 24.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

25.                Governing law

The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

26.                Jurisdiction

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

27.                No agency or partnership

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

28.                Search Engine Optimisation

28.1             If the Customer has requested search optimisation as part of the Services, and this has been included as part of the Quotation that the Customer has duly accepted, Reeds (Cumbria) Ltd shall use their best endeavours to ensure that an appropriate ranking is obtained on the search engine of choice (if the Customer does not specify a Search Engine then the default shall be www.Google.co.uk).

28.2             Reeds (Cumbria) Ltd cannot warrant that a particular ranking or position within the search results on any search engine will be achieved and makes no warranty as to any potential benefit or detriment as a result of the Customer’s position in the search results of any search engine. The Customer accepts that Reeds (Cumbria) Ltd has no control over any third party search engines and that there is no guarantee of specific placement or higher placement on search engine results.

28.3             The Customer accepts that, in accordance with Condition 3, they are required to provide information to Reeds (Cumbria) Ltd. For the avoidance of doubt, in relation to search optimisation, this obligation will include key words and phrases that the Customer wishes to include as part of that search optimisation. Reeds (Cumbria) Ltd may also request certain technical changes on the Customer’s website to accommodate search optimisation. The Customer accepts that, where the Customer fails to provide the information or make the technical changes, Reeds (Cumbria) Ltd will not be liable for failure to provide the search optimisation services.

28.4             The Customer accepts that the listing and ranking of their website is at the discretion of third party internet search engine companies. Reeds (Cumbria) Ltd will not be liable for any loss arising directly or indirectly from not being listed at all, a low ranking and/or an excessive time delay in being listed by individual internet search engines or for any other loss arising therefrom.

29.                Prize Promotions

29.1             If the Customer has requested the organisation of one or more prize promotions as part of the Services, and this has been included as part of the Quotation that the Customer has duly accepted, the Customer acknowledges that prize promotions are often a regulated activity, and as such Reeds (Cumbria) Ltd will be bound by any Relevant Legislation relating to the provision of prize promotions. If such Relevant Legislation means Reeds (Cumbria) Ltd are unable to complete the Services, this will be considered a Force Majeure event for the purposes of Condition 14.

29.2             The Customer accepts that, in accordance with Condition 3, they are required to provide information to Reeds (Cumbria) Ltd. For the avoidance of doubt, in relation to prize promotions, Reeds (Cumbria) Ltd may require significant information from the Customer to comply with Relevant Legislation (including, but not limited to, (1) any restriction on the number of entrants (2) when prize winners will receive their prizes (3) how and when winners are to be notified (4) the criteria and mechanism to judge entries (5) any relevant copyright information and (6) any intention to use winners in publicity). Reeds (Cumbria) Ltd reserves the right to refuse to provide any prize promotion services if the above information is not provided.

30.                Online Behavioural Advertising

30.1             If the Customer has requested online behavioural advertising as part of the Services, and this has been included as part of the Quotation that the Customer has duly accepted, Reeds (Cumbria) Ltd shall use their best endeavours to ensure that data is collected, and relevant advertising is made, regarding consumer online behaviour.

30.2             Reeds (Cumbria) Ltd cannot warrant that a particular level of consumer engagement or activity will be recorded and makes no warranty as to any potential benefit or detriment as a result of the Customer’s ability to utilise online behavioural advertising. The Customer accepts that Reeds (Cumbria) Ltd has no control over consumer habits and that there is no guarantee that there will be any engagement with consumers. The Customer also acknowledges that consumers must have the ability to opt out online behavioural advertising.

31.                Pay Per Click (PPC) Advertising

31.1             If the Customer has requested PPC advertising as part of the Services, and this has been included as part of the Quotation that the Customer has duly accepted, Reeds (Cumbria) Ltd will use reasonable endeavours to serve PPC ads against keywords provided by the Customer or identified by Reeds (Cumbria) Ltd.

31.2             In relation to PPC advertising, the Customer understands and acknowledges the following:

(a)            Reeds (Cumbria) Ltd do not guarantee and cannot guarantee any specific placement or higher placement on search engine results for the PPC ads.

(b)            Reeds (Cumbria) Ltd do not guarantee and cannot guarantee any specific PPC ad impressions, clicks to the Customer’s website or conversions on the Customer’s website or any goals identified by the Customer, arising from a PPC advertising campaign.

(c)            Reeds (Cumbria) Ltd cannot control Google and/ or Bing search engines and cannot provide any guarantee of success;

(d)            Reeds (Cumbria) Ltd cannot provide any guarantee that Google and/or Bing search engines will not change their policies, algorithms or functionality in such a way that will have a detrimental effect on the effectiveness of a PPC advertising campaign.

(e)             Reeds (Cumbria) Ltd accepts no responsibility for any detrimental effect on the effectiveness of a PPC advertising campaign, which results from any activity of the Customer (including, but not limited to alterations to a Customer’s website), any third party website or any search engine.

(f)             The effectiveness of a PPC advertising campaign will be determined in part by the budget allotted thereto and made available therefor by the Customer. Failure by the Customer to make the required budget available may have a negative effect on the related PPC advertising campaign. Reeds (Cumbria) Ltd accepts no responsibility for such negative effects.

(g)            Where Reeds (Cumbria) Ltd recommends that the Customer take certain technical actions in order to allow Reeds (Cumbria) Ltd to provide PPC advertising as part of the Services, then the Customer agrees to implement such recommendations. Where the Customer fails to do so it acknowledges that Reeds (Cumbria) Ltd will not be liable for failing to perform such PPC advertising as part of the Services.

32.                Display Advertising and/or Social Media Advertising

32.1              If the Customer has requested display advertising and/or social media advertising as part of the Services, and this has been included as part of the Quotation that the Customer has duly accepted, Reeds (Cumbria) Ltd will use reasonable endeavours to place ads on specific websites, display networks and social networks as requested by the Customer and/or identified by Reeds (Cumbria) Ltd.

32.2             In relation to display advertising and / or social media advertising, the Customer understands and acknowledges the following:

(a)            Reeds (Cumbria) Ltd do not guarantee and cannot guarantee any specific ad placement on a website, display network or social media network.

(b)            Reeds (Cumbria) Ltd do not guarantee and cannot guarantee any specific ad impressions, clicks to the Customer’s website or conversions on the Customer’s website or any goals identified by the Customer, arising from a display advertising campaign and / or a social media advertising campaign.

(c)            Reeds (Cumbria) Ltd cannot control display networks or social media networks and cannot provide any guarantee of success;

(d)            Reeds (Cumbria) Ltd cannot provide any guarantee that third party websites, display networks and social media networks will not change their policies, algorithms or functionality in such a way that will have a detrimental effect on the effectiveness of a display advertising campaign and /or a social media advertising campaign.

(e)             Reeds (Cumbria) Ltd accepts no responsibility for any detrimental effect on the effectiveness of a display advertising campaign and/or a social media advertising campaign, which results from any activity of the Customer (including, but not limited to alterations to a Customer’s website), any third party website, any display network or any social media network.

(f)             The effectiveness of a display advertising campaign and / or social media advertising campaign will be determined in part by the budget allotted thereto and made available therefor by the Customer. Failure by the Customer to make the required budget available may have a negative effect on the related display advertising campaign and / or social media advertising campaign. Reeds (Cumbria) Ltd accepts no responsibility for such negative effects.

(g)            Where Reeds (Cumbria) Ltd recommends that the Customer take certain technical actions in order to allow Reeds (Cumbria) Ltd to provide display advertising and / or social media advertising as part of the Services, then the Customer agrees to implement such recommendations. Where the Customer fails to do so it acknowledges that Reeds (Cumbria) Ltd will not be liable for failing to perform such display advertising and / or social media advertising as part of the Services.

33.                Email Marketing

33.1              If the Customer has requested email marketing as part of the Services, and this has been included as part of the Quotation that the Customer has duly accepted, Reeds (Cumbria) Ltd will use reasonable endeavours to deliver email marketing to a specific email distribution list.

33.2             The Customer agrees to provide Reeds (Cumbria) Ltd access to any email distribution list in accordance with clause 11 (Data Protection) required to provide email marketing as part of the Services.

33.3             In relation to email marketing, the Customer understands and acknowledges the following:

(a)            Reeds (Cumbria) Ltd do not guarantee and cannot guarantee any delivery of emails to an email distribution list.

(b)            Reeds (Cumbria) Ltd do not guarantee and cannot guarantee any specific ad impressions, clicks to the Customer’s website or conversions on the Customer’s website or any goals identified by the Customer, arising from email marketing.

(c)            Reeds (Cumbria) Ltd cannot control email inbox providers and cannot provide any guarantee of success;

(d)            Reeds (Cumbria) Ltd cannot provide any guarantee that email inbox providers will not change their policies, algorithms, spam filters or functionality in such a way that will have a detrimental effect on the effectiveness of an email marketing campaign.

(e)             Reeds (Cumbria) Ltd accepts no responsibility for any detrimental effect on the effectiveness of an email marketing campaign, which results from any activity of the Customer (including, but not limited to alterations to a Customer’s website), any third party website or email inbox provider.

(f)             Where Reeds (Cumbria) Ltd recommends that the Customer take certain technical actions in order to allow Reeds (Cumbria) Ltd to provide email marketing as part of the Services, then the Customer agrees to implement such recommendations. Where the Customer fails to do so it acknowledges that Reeds (Cumbria) Ltd will not be liable for failing to perform such email marketing as part of the Services.