V1.2 – last updated 16/01/2025

1. Interpretation

1.1. Definitions. In these Conditions, the following definitions apply:

Bespoke Software, means all software written, created or developed by or on behalf of Resolution for the purposes of or pursuant to the Services, excluding, either in whole or in part, Resolution Software, Third Party Software and any already existing modules and/or computer code thereof.

Business Day, means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Client, means the person or firm who enters into an arrangement to purchase Services from Resolution as set out in the Estimate.

Client Data, means data, in whatever form, owned, held and/or controlled by the Client which is made available to Resolution or is otherwise created, collated or collected and/or accessed by Resolution in connection with the Services.

Client Materials, means any materials provided by the Client to Resolution.

Client Software, means all software, the Intellectual Property Rights which are owned by the Client, or licensed to the Client by a Third Party (other than for the purposes of or pursuant to the Services) which are required to be used by Resolution for the purposes of or pursuant to the Services.

Conditions, means these terms and conditions as amended from time to time in accordance with clause 11.8.

Contract, means the contract between Resolution and the Client comprising the Estimate (and its entire contents) and these Conditions for the supply of Services in accordance with these Conditions and the Estimate and the signing of the Estimate shall be deemed to be unconditional acceptance by the Client of these Conditions and the Estimate.

Contract Commencement Date means the date set out in the Estimate.

Contract Term means the term set out in the Estimate.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures, as defined in the Data Protection Legislation.

Data Protection Legislation, the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Deliverables, means all designs, content, websites, documents, products and materials developed or produced by Resolution or its agents, contractors and employees as part of or in relation to the Services.

Estimate, means the document detailing, inter alia, the scope and specification of the Services to be carried out by Resolution and its estimate of costs for doing so, to be prepared by Resolution and completed and signed by the Client and, in the absence of such form, the specifications as shall be agreed between Resolution and the Client in writing from time to time.

Resolution, means Resolution Design Limited, a company registered in England and Wales with studio at 58 Northgate Street, Devizes, SN10 1JJ and whose company number is 6510726.

Resolution Materials, means all materials, equipment, documents and other property of Resolution, the Intellectual Property Rights which are owned by Resolution and which are either Deliverables or are incorporated in Deliverables, excluding Third Party Materials, New Materials and Software and including Pre-existing Intellectual Property Rights.

Resolution Software, means software which is proprietary to Resolution and which has not been created by Resolution pursuant to or in connection with the Services.

Intellectual Property Rights , means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in 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 for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

New Materials, means all materials (including any presentations, reports, specifications, designs, user guides, documentation and works) conceived, designed, prepared or created by or on behalf of Resolution for the purposes of or pursuant to the Services or arising out of the provision of the Services and/or Deliverables excluding Software, Resolution Materials, Client Materials and Third Party Materials.

Pre-existing Intellectual Property Rights, means Intellectual Property Rights existing before the Contract Commencement Date.

Service Fees, means the fees payable by the Client for the supply of the Services in accordance with clause 5 and the Estimate, including expenses incurred and Materials.

Services, means the services, including the Deliverables, provided by Resolution to the Client as set out in the Estimate or as may be agreed in writing between the parties from time to time.

Software, means the computer programs and any other computer operating information used by Resolution from time to time and any Modification which is acquired by the Client during the subsistence of this Contract.

Third Party Materials, means all materials which are proprietary to any third party and which are either Deliverables or are incorporated in Deliverables, excluding Resolution Materials, New Materials and Software.

Third Party Software, means software which is proprietary to any third party and which has not been created pursuant to or in connection with the Services.

UK Data Protection Legislation, all applicable data protection and privacy legislation in force from time to time in the UK.

Website Development Services, means the work required in building, maintaining, and programming or coding websites and web based applications.

1.2. Construction. In these Conditions, the following rules apply:

1.2.1. a person includes a natural person, corporate or unincorporated body whether or not having separate legal personality;

1.2.2. a reference to a party includes its personal representatives, successors or permitted assigns;

1.2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4. any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5. a reference to “writing” or “written” includes emails but excludes fax.

2. Basis of contract

2.1 The Estimate constitutes an offer by Resolution to provide Services in accordance with these Conditions. Once accepted the Estimate together with these Conditions shall constitute the Contract and in the event of any conflict between the provisions of the two the Estimate shall prevail.

2.2 The offer to provide the Services from Resolution shall be deemed to be accepted when the Client signs the Estimate or issues a written acceptance to Resolution.

2.3 The Contract shall come into existence on the Contract Commencement Date as indicated in the Estimate or, in the absence of a signed Estimate, on the date on which the Client issues a written acceptance to Resolution.

2.4 Any samples, drawings, descriptive matter or advertising issued by Resolution, and any descriptions or illustrations contained in Resolution’s promotional printed matters, website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5 Any Estimate given by Resolution shall only be valid for a period of 30 Business Days from its date of issue.

2.6 All Service Fees are exclusive of Value Added Tax as chargeable from time to time.

2.7 These Conditions apply to the Contract to the exclusion of any other terms that the Client may seek to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing.

2.8 If the Contract relates to Website Development Services, then it is also subject to the additional specific provisions contained in Schedule 1 to these Conditions.  For the avoidance of doubt, Schedule 1 does not apply to any Contract which does not relate to Website Development Services.

3. Supply of Services

3.1 Resolution shall supply the Services to the Client in accordance with the Estimate in all material respects.

3.2 Resolution shall use all reasonable endeavours to meet any performance dates specified in the Estimate or otherwise for the provision of the Services, but any such dates shall be estimates only, and time shall not be of the essence for the purposes of this clause.

3.3 Resolution shall have the right to make any changes to the Services which are necessary to comply with any applicable law, regulation, or which do not materially affect the nature or quality of the Services, and Resolution shall notify the Client in any such event.

3.4 Resolution warrants to the Client that the Services will be provided using reasonable care and skill.

4. Client’s obligations

4.1 The Client shall:

4.1.1 ensure that the terms of the Estimate (and any information it provides to Resolution in respect of the Contract) are complete and accurate;

4.1.2 co-operate with Resolution in all matters relating to the Services;

4.1.3 provide Resolution, its employees, agents, consultants and subcontractors, as reasonably required by Resolution, with access to Client Data, Client Materials, Client Software and the Client’s premises, office accommodation and other facilities and ensure that any access to the premises that may require permission from a third party is obtained in advance;

4.1.4 provide Resolution with such information and materials as Resolution may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

4.1.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

4.1.6 keep and maintain all Resolution Materials at the Client’s premises in safe custody at its own risk, maintain Resolution Materials in good condition until returned to Resolution, and not dispose of or use Resolution Materials other than in accordance with Resolution’s written authorisation; and

4.1.7 allow Resolution to display the Client’s logo in marketing materials for the promotion of Resolution services.

4.2 If Resolution’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

4.2.1 Resolution shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Resolution’s performance of any of its obligations;

4.2.2 Resolution shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Resolution’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

4.2.3 the Client shall reimburse Resolution on written demand for any costs or losses sustained or incurred by Resolution arising directly or indirectly from the Client Default, regardless of whether the Services are completed.

4.3 the Client shall not, unless otherwise agreed in writing, at any time from the Contract Commencement Date until the expiry of 12 months from the later of the last date of the supply of the Services or the termination of this Agreement, solicit or entice away from Resolution or employ or contract with or attempt to employ or contact with any person who is, or who has been within the 12 month period prior to the commencement of the Contract, engaged as an employee or subcontractor of Resolution during the term of the Agreement.

5. Service Fees and payment

5.1 The Service Fees shall be as set out in the Estimate. Resolution may agree to accept payment of the Service Fees by way of instalments as set out in the Estimate and shall invoice the Client accordingly (Payment Plan). It is acknowledged and agreed that any such instalments do not represent a fixed charge for any work done during any particular period but is instead a means of assisting the Client in payment of the Service Fees.

5.2 The Service Fees for the Services shall be invoiced by Resolution and paid by the Client, all as set out in the Estimate (taking into account any Payment Plan as mentioned in clause 5.1), in full and in cleared funds to a bank account nominated in writing by Resolution, and time shall be of the essence of the Contract for paying the Service Fees.

5.3 Resolution shall be entitled to calculate the value of Services provided based on project hours, resources and/or any other factors and where such value exceeds the Estimate issue an invoice to the Client in respect of the difference in the event of:

5.3.1 Termination of this Contract in accordance with Clause 9 or otherwise; and

5.3.2 Any variation to this Contract which is agreed by the Client and would result in a new Service Fee or Payment Plan.

Such invoice shall be payable immediately and shall not form part of any payment due to Resolution in relation to any notice period given under this Contract.

5.4 Without limiting any other right or remedy of Resolution, if the Client fails to make any payment of Service Fees by the due date for payment (Due Date), Resolution shall have the right to charge late payment interest on the overdue amount at the rate of 1% of the value of the Estimate per month, accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment.

5.5 The Client shall pay all Service Fees in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against Resolution in order to justify withholding payment of any such amount in whole or in part. Resolution may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Resolution to the Client.

6. Intellectual property rights

6.1 All Intellectual Property Rights in the Deliverables (excluding Client Materials) arising out of or in connection with the Contract shall be the property of Resolution and Resolution shall grant the Client a perpetual irrevocable, non-exclusive licence of such Intellectual Property Rights, coming into effect on payment of the Service Fees, to use the Deliverables on a Worldwide basis.

6.2 Such licence shall be automatically terminated if the Contract is terminated in accordance with clause 9.1 of these Conditions.

6.3 If the Client wishes to use the Deliverables in ways going beyond the parameters set out in the Estimate, it must approach Resolution for prior written consent.

6.4 The Client shall not sub-licence, assign, or otherwise transfer the rights granted in clause 6.1.

6.5 – the Client grants Resolution a fully paid-up, non-exclusive, royalty-free, non-transferrable licence to copy and modify any materials provided by the Client to Resolution for the term of the Contract for the purpose of providing the Services to the Client.

7. Confidentiality

7.1 A party (Receiving Party) shall, for the duration of this Contract and for a period of 2 years following termination of the Contract for any reason, keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall, for the duration of this Contract and for a period of 2 years following termination of this Contract for any reason, restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 7 shall survive termination of the Contract.

7.2 Neither Resolution or the Client shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

8. Limitation of liability

8.1 Resolution has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover Resolution has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.

8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3 Nothing in this clause 8 shall limit the Client’s payment obligations under the Contract.

8.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

8.4.1 death or personal injury caused by negligence;

8.4.2 fraud or fraudulent misrepresentation; and

8.4.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.5 Subject to clause 8.4 (Liabilities which cannot legally be limited), Resolution’s total liability to the Client for loss or damage shall not exceed the total cost of the work set out in the Estimate.

8.6 Subject clause 8.3 (No limitation of Client’s payment obligations) and clause 8.4 (Liabilities which cannot legally be limited), this clause 8.6 sets out the types of loss that are wholly excluded:

8.6.1 loss of profits.

8.6.2 loss of sales or business.

8.6.3 loss of agreements or contracts.

8.6.4 loss of anticipated savings.

8.6.5 loss of use or corruption of software, data or information.

8.6.6 loss of or damage to goodwill; and

8.6.7 indirect or consequential loss.

8.7 Resolution has given commitments as to compliance of the Services with relevant specifications (set out in the Estimate) in clause 3. In view of these commitments, the terms implied by sections 3, 4, and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.8 Unless the Client notifies Resolution that it intends to make a claim in respect of an event within the notice period, Resolution shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8.11 This clause 8 shall survive termination of the Contract.

9. Termination

9.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

9.1.1 the other party commits a material breach of the Contract and, if such a breach is remediable, fails to remedy that breach within seven days of that party being notified in writing of the breach;

9.1.2 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 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;

9.1.3 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 than where a company 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;

9.1.4 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 that 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;

9.1.5 the other party being an individual is the subject of a bankruptcy petition or order;

9.1.6 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 its assets and such attachment or process is not discharged within 14 days;

9.1.7 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;

9.1.8 a floating charge holder over the assets of that other party being a company has become entitled to appoint or has appointed an administrative receiver;

9.1.9 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;

9.1.10 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 9.1.2 to clause 9.1.9 inclusive;

9.1.11 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

9.1.12 the other party being an individual dies or, by reason of illness or incapacity whether mental or physical, is incapable of managing his own affairs or becomes a patient under any mental health legislation.

9.2 Without limiting its other rights or remedies, each party shall, where applicable, have the right to terminate the Contract.

9.3 Without limiting its other rights or remedies, Resolution shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and Resolution if the Client becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.12, or Resolution reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.

10. Consequences of termination

10.1 On termination or expiry of the Contract for any reason:

10.1.1 the Client shall immediately pay to Resolution all of Resolution’s outstanding unpaid invoices and interest, including any invoice issued in accordance with clause 5.3, and, in respect of Services supplied but for which no invoice has been submitted, Resolution shall submit an invoice, which shall be payable by the Client immediately on receipt;

10.1.2 the Client shall promptly return all Resolution Materials and any Deliverables which have not been fully paid for. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

10.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, 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; and

10.1.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

10.1.5 where the termination occurs because Resolution has terminated the Contract during the Term as a result of a breach by the Client of any of the matters in clause 9.1, the Client shall be required to pay all of the outstanding monies owed under the terms of the Contract, whether or not the Services and/or Deliverables have been completed.

11. General

11.1 Force majeure:

11.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Resolution including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Resolution or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic or pandemic, or default of Resolution’s subcontractors.

11.1.2 Resolution shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

11.2 Assignment and subcontracting:

11.2.1 Resolution may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

11.2.2 The Client shall not, without the prior written consent of Resolution, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

11.3 Notices:

11.3.1 A notice or other communication given or made under this Agreement shall be in writing and may be given by either hand delivery, prepaid post or email.

11.3.2 Any such notice which is given in accordance with Clause 11.3.1 above, shall be deemed to have been received with the other party in accordance with the contact details set out in the Estimate or at any such address or contact details as shall be provided by the parties in writing from time to time:

a. at the time of delivery if delivered by hand;

b. on the third working day following the day of sending the notice by post; or

c. on sending of the email, provided that the sender does not receive any indication that the email has not been successfully transmitted.

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

11.4 Waiver:

11.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent right or remedy. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

11.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

11.5 Severance:

11.5.1 If a court or any other competent authority finds that any provision or part of any provision of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

11.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

11.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

11.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it, including any that arise under the Contracts (Rights of Third Parties) Act 1999.

11.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Resolution.

11.9 Entire agreement: 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. The Client acknowledges that it has not relied on, and shall have no claim in respect of, any statement, promise or representation made or given by or on behalf of Resolution which is not set out in the Contract.

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

12. Data Protection

12.1 For the purposes of this clause, the following definitions apply:

12.1.1 Applicable Laws means:

12.1.1.1 To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom.

12.1.1.2 To the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject.

12.1.2 Applicable Data Protection Laws means:

12.1.2.1 To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

12.1.2.2 To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

12.1.3 Client Personal Data, means any personal data which Resolution processes in connection with this agreement, in the capacity of a processor on behalf of the Client.

12.1.4 EU GDPR means the General Data Protection Regulation ((EU) 2016/679).

12.1.5 Purpose means the purposes for which the Client Personal Data is processed, as set out in clause 1.8(a).

12.1.6 Supplier Personal Data means any personal data which Resolution processes in connection with this agreement, in the capacity of a controller.

12.1.7 UK GDPR has the meaning given to it in the Data Protection Act 2018.

12.2 For the purposes of this clause 12, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

12.3 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

12.4 The parties have determined that, for the purposes of Applicable Data Protection Laws, the Client is the controller and Resolution is the processor of personal data.

12.5 Should the determination in clause 12.4 change, then each party shall work together in good faith to make any changes which are necessary to this clause 1 or the related schedules.

12.6 By entering into this agreement, the Client consents to (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by Resolution in connection with the processing of Supplier Personal Data, provided these are in compliance with the then-current version of Resolution’s privacy policy available at www.resolutiondesign.co.uk/legals/ (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this agreement, the Privacy Policy will take precedence.

12.7 Without prejudice to the generality of clause 12.3, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Supplier Personal Data and Client Personal Data to Resolution or for lawful collection of the same by Resolution for the duration and purposes of this agreement.

12.8 In relation to the Client Personal Data, the Estimate sets out the scope, nature, and purpose of processing by Resolution, the duration of the processing and the types of personal data and categories of data subject.

12.9 Without prejudice to the generality of clause 12.3 Resolution shall, in relation to Client Personal Data:

12.9.1 process that Client Personal Data only on the documented instructions of the Client, which shall be to process the Client Personal Data for the purposes set out in the Estimate, unless Resolution is required by Applicable Laws to otherwise process that Client Personal Data. Where Resolution is relying on Applicable Laws as the basis for processing Client Processor Data, Resolution shall notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Resolution from so notifying the Client on important grounds of public interest. Resolution shall inform the Client if, in the opinion of Resolution, the instructions of the Client infringe Applicable Data Protection Laws;

12.9.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, which are 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 measure 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);

12.9.3 ensure that any personnel engaged and authorised by Resolution to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

12.9.4 assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to Resolution), and at the Client’s cost and written request, in responding to any request from a data subject and in ensuring the Client’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

12.9.5 notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data;

12.9.6 at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the Contract unless Resolution is required by Applicable Law to continue to process that Client Personal Data. For the purposes of this clause 12.9.6, Client Personal Data shall be considered deleted where it is put beyond further use by Resolution; and

12.9.7 maintain records to demonstrate its compliance with this clause 12 and, if required by law, allow for reasonable audits by the Customer or the Customer’s designated auditor, for this purpose, on reasonable written notice.

12.10 The Client hereby provides its prior, general authorisation for Resolution to:

12.10.1 appoint processors to process the Client Personal Data, provided that Resolution:

12.10.1.1 shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Resolution in this clause 12;

12.10.1.2 shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Resolution; and

12.10.1.3 shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to Resolution’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Client shall indemnify Resolution for any losses, damages, costs (including legal fees) and expenses suffered by Resolution in accommodating the objection.

12.10.2 transfer Client Personal Data outside of the UK as required for the Purpose, provided that Resolution shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of Resolution, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).

12.11 Subject to clause 8, Resolution’s total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract or any collateral contract insofar as it relates to the obligations set out in this clause 12, or Applicable Data Protection Laws shall be limited to the total cost of work set out in the Estimate.

Schedule 1 – Website Development Services specific terms of use

All Website Development Services provided by Resolution to the Client are subject to the following supplementary terms and conditions.

1.1 Whilst all reasonable endeavours will be made to ensure that the website and any scripts or programs are free of errors, Resolution accepts no liability for any losses incurred by the Client due to malfunction of the website or any part of it.

1.2 The website, graphics, and any programming code remain the property of Resolution until all outstanding Service Fees have been paid in full by the Client.

1.3 Any web code, scripts, databases or software (unless specifically agreed) written by Resolution remain the property of Resolution and may be used in future by Resolution and may only be commercially reproduced or resold by the Client with the permission of Resolution.

1.4 Any additions, changes, or alterations to the Estimate will be carried out at the discretion of Resolution and, where no charge is made by Resolution for such additions, changes, or alterations, Resolution accepts no liability for ensuring such additions, changes, or alterations are error-free, and reserves the right to charge an additional Service Fee for any required corrections.

1.5 The Client agrees to make available all materials required to complete the Website Development Services to the specification set out in the Estimate within the deadlines noted in the Estimate.

1.6 Resolution will not be liable for any costs incurred, compensation or loss of earnings suffered by the Client due to any failure by Resolution to meet any deadlines provided in the Estimate.

1.7 Resolution will not be liable for, or become involved in, any disputes between the site owner and their clients and accepts no liability for any wrongdoing on the part of a site owner. E.g. Any disputes regarding content or images that have been provided to Resolution for inclusion on the site.

1.8 Resolution will not be liable for any costs incurred, compensation or loss of earnings suffered by the Client due to the work carried out by Resolution on behalf of the Client or any of the Client’s appointed agents.

1.9 Resolution will not be liable for any costs incurred, compensation or loss of earnings suffered by the Client due to any lack of availability of the site, its servers, software, or any material provided by the Client’s agents.

1.10 Resolution does not guarantee that any scripts, CGI applications, PHP scripts, databases or software will be immune from hacking or malicious tampering. Resolution will not be liable for any costs incurred, compensation or loss of earnings suffered by the Client as a result of hacking.

1.11 Resolution accepts no liability for any losses incurred by the use of any software created for the Client. Whilst every care has been taken to ensure products are problem free and accurate, it is duty of the Client to ensure that all software is functioning correctly before use.

1.12 Where applications or sites are developed on servers not recommended by Resolution, the Client is expected to provide any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the Client’s responsibility to provide a suitable testing environment which is identical to the final production environment.

1.13 The Client is expected to check and approve any application or programming relating to a site developed by Resolution before being made generally available for use. Where “bugs”, errors or other issues are found after the site is live, provided they are reported within 30 days of launch, Resolution will use all reasonable endeavours to correct these issues to meet the standards of function outlined in the Estimate.

1.14 Resolution will endeavour to ensure that any developed/designed site or application will function correctly on the server it is initially installed in. Resolution can offer no guarantees of correct function with any other server.

Last updated 5th Feb 2025

1. Important information and who we are

Privacy policy

This privacy policy gives you information about how Resolution Design Ltd collects and uses your personal data through your use of this website, including any data you may provide when you purchase a product or service, or otherwise interact with us, for example by making an enquiry or registering to receive our e-news letter.

This website is not intended for children and we do not knowingly collect data relating to children.

Controller

Resolution Design is the controller and responsible for your personal data (collectively referred to as “we”, “us” or “our” in this privacy policy).

If you have any questions about this privacy policy, including any requests to exercise your legal rights, please contact us using the information set out in the contact details (section 10).

2. The types of personal data we collect about you

Personal data means any information about an individual from which that person can be identified.

We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows:

• Identity Data includes first name, last name, any previous names, username or similar identifier, marital status, title, date of birth and gender.
• Contact Data includes billing address, delivery address, email address and telephone numbers.
• Financial Data includes bank account and payment card details.
• Transaction Data includes details about payments to and from you and other details of products and services you have purchased from us.
• Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, device ID and other technology on the devices you use to access this website.
• Profile Data includes your username and password, purchases or orders made by you, your interests, preferences, feedback and survey responses.
• Usage Data includes information about how you interact with and use our website, products and services.
• Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.

We also collect, use and share aggregated data such as statistical or demographic data which is not personal data as it does not directly (or indirectly) reveal your identity.

3. How is your personal data collected?

We use different methods to collect data from and about you including through:

• Your interactions with us. You may give us your personal data by filling in online forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you:
  • apply for our products or services;
  • create an account on our website;
  • subscribe to our services;
  • request marketing to be sent to you;
  • enter a competition, promotion or survey; or
  • give us feedback or contact us.
• Automated technologies or interactions. As you interact with our website, we will automatically collect Technical Data about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs and other similar technologies. We may also receive Technical Data about you if you visit other websites employing our cookies. Please see our cookie policy available on our website for further details.
• Technical Data, Identity Data and Contact Data is collected from analytics providers such as Google based outside the UK;
• Contact, Financial and Transaction Data is collected from providers of technical, payment and delivery services such as Stripe based outside the UK.
• Identity and Contact Data is collected from publicly available sources such as Companies House and the Electoral Register based inside the UK.

4. How we use your personal data

Legal basis

The law requires us to have a legal basis for collecting and using your personal data. We rely on one or more of the following legal bases:

• Performance of a contract with you: Where we need to perform the contract we are about to enter into or have entered into with you.
• Legitimate interests: We may use your personal data where it is necessary to conduct our business and pursue our legitimate interests, for example to prevent fraud and enable us to give you the best and most secure customer experience. We make sure we consider and balance any potential impact on you and your rights (both positive and negative) before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law).
• Legal obligation: We may use your personal data where it is necessary for compliance with a legal obligation that we are subject to. We will identify the relevant legal obligation when we rely on this legal basis.
• Consent: We rely on consent only where we have obtained your active agreement to use your personal data for a specified purpose, for example if you subscribe to an email newsletter.

Purposes for which we will use your personal data

We have set out below a description of all the ways we plan to use the various categories of your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.

Purpose: To register you as a new customer.
Type of data: Identity and contact information.
Legal Basis: Performance of a contract with you. We need to use your Identity and Contact Data to set up your customer record on our system.

Purpose: To process and deliver your order including: (a) Manage payments, fees and charges (b) Collect and recover money owed to us.
Type of data: (a) Identity (b) Contact (c) Financial (d) Transaction (e) Marketing and Communications
Legal basis: (a) Performance of a contract with you (b) Necessary for our legitimate interests (to recover debts due to us) Use of your Identity, Financial, and Transaction data is required for us to correctly and accurately process payments, and your Contact Data is required for us to communicate with you about your orders, payments etc.

Purpose: To manage our relationship with you which will include:(a) Notifying you about changes to our terms or privacy policy (b) Dealing with your requests, complaints and queries
Type of data: (a) Identity (b) Contact (c) Profile (d) Marketing and Communications
Legal basis: (a) Performance of a contract with you (b) Necessary to comply with a legal obligation (c) Necessary for our legitimate interests (to keep our records updated and manage our relationship with you) Your Identity, Contact, and Profile Data are necessary so that we can direct and communications to the correct name and address. This is important so you are kept informed with any policy changes, and that any requests are promptly dealt with.

Purpose: To administer and protect our business and this website (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data) 
Type of data: (a) Identity (b) Contact (c) Technical
Legal basis: (a) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud and in the context of a business reorganisation or group restructuring exercise) (b) Necessary to comply with a legal obligation. We may require your Identity, Contact, and Technical data to assist with, for example, ensuring that our systems are operating correctly, as well as keeping in touch with you about any issues or updates that may affect you.

Purpose: To use data analytics to improve our website, products/services, customer relationships and experiences and to measure the effectiveness of our communications and marketing
Type of data: (a) Technical (b) Usage
Legal basis: Necessary for our legitimate interests (to define types of customers for our products and services, to keep our website updated and relevant, to develop our business and to inform our marketing strategy). Your Technical and Usage Data may be required to inform us of how our website and products/services are used by our customers, for example Usage Data may be used to see which website pages are most visited, and Technical Data used to gather information on which technologies our client base uses, which can be used to improve compatibility of our website and products/services.

Purpose: To send you relevant marketing communications and make personalised suggestions and recommendations to you about goods or services that may be of interest to you based on your Profile Data
Type of data: (a) Identity (b) Contact (c) Technical (d) Usage (e) Profile (f) Marketing and Communications
Legal basis: Necessary for our legitimate interests (to carry out direct marketing, develop our products/services and grow our business). Your Data may be required to ensure such marketing communications are sent to the correct address, and to ensure that they are, if required, tailored to be relevant to you.  For example, your Usage Data may be used to inform us of which marketing communications are interacted with most frequently.

Direct marketing

You will receive marketing communications from us if you have requested information from us or purchased goods or services from us and you have not opted out of receiving the marketing.

We may also analyse your Identity, Contact, Technical, Usage and Profile Data to form a view which products, services and offers may be of interest to you so that we can then send you relevant marketing communications.

Opting out of marketing

You can ask to stop sending you marketing communications at any time by following the opt-out links within any marketing communication sent to you or by contacting us.

If you opt out of receiving marketing communications, you will still receive service-related communications that are essential for administrative or customer service purposes for example relating to order confirmations for a product/service, appointment reminders, updates to our Terms and Conditions, checking that your contact details are correct.

Cookies

For more information about the cookies we use and how to change your cookie preferences, please see our cookie policy available in the legals section of our website.

5. Disclosures of your personal data

We may share your personal data where necessary with the parties set out below for the purposes set out in ‘Purposes for which we will use your personal data’ above.

• Specific third parties such as:
  • UK-based third parties:
    • Managed Cloud hosting: Cloudways LLC
  • US-based third parties:
    • Email marketing partner: Marigold
    • IMAP email accounts: Rackspace
    • Internal CRM system provider: Hubspot
    • Project management provider: Productive
    • Office tools: Google Workspace
• Third parties to whom we may choose to sell, transfer or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy policy.

We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.

6.International transfers

We may transfer your personal data to service providers that carry out certain functions on our behalf. This may involve transferring personal data outside the UK to countries which have laws that do not provide the same level of data protection as the UK law.

Whenever we transfer your personal data out of the UK to service providers, we ensure a similar degree of protection is afforded to it by ensuring that the following safeguards are in place:

• We will only transfer your personal data to countries that have been deemed by the UK to provide an adequate level of protection for personal data, namely, the USA.

7. Data Security

We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.

We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

8. Data retention

How long will you use my personal data for?

We will only retain your personal data for as long as reasonably necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements. We may retain your personal data for a longer period in the event of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you.

To determine the appropriate retention period for personal data, we consider the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal, regulatory, tax, accounting or other requirements.

By law we have to keep basic information about our customers (including Contact, Identity, Financial and Transaction Data) for six years after they cease being customers.

In some circumstances you can ask us to delete your data: see the paragraph entitled “your legal rights” below for further information.

9. Your legal rights

You have a number of rights under data protection laws in relation to your personal data.

You have the right to:

• Request access to your personal data (commonly known as a “subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
• Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
• Request erasure of your personal data in certain circumstances. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
• Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) as the legal basis for that particular use of your data (including carrying out profiling based on our legitimate interests). In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your right to object.
• You also have the absolute right to object any time to the processing of your personal data for direct marketing purposes (see the “opting out of marketing” paragraph in section 4 above for details of how to object to receiving direct marketing communications).
• Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
• Withdraw consent at any time where we are relying on consent to process your personal data (see the table in section 4 above for details of when we rely on your consent as the legal basis for using your data). However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.
• Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in one of the following scenarios:
• If you want us to establish the data’s accuracy;
• Where our use of the data is unlawful but you do not want us to erase it;
• Where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or
• You have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.

If you wish to exercise any of the rights set out above, please contact Matt Groom at [email protected].

No fee usually required

You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we could refuse to comply with your request in these circumstances.

What we may need from you

We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

Time limit to respond

We try to respond to all legitimate requests within one month. Occasionally it could take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.

10. Contact details

If you have any questions about this privacy policy or about the use of your personal data or you want to exercise your privacy rights, please contact us:

• Email address: [email protected].
• Postal address: FAO: Matt Groom, Resolution Design, 58 Northgate Street, Devizes, Wiltshire SN10 1JJ.
• Telephone number: 01380 728 898.

11. Complaints

You have the right to make a complaint at any time to the Information Commissioner’s Office (ICO), the UK regulator for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.

12. Changes to the privacy policy and your duty to inform us of changes

We keep our privacy policy under regular review. This version was last updated on 02/2025.

It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us, for example a new address or email address.

13. Third-party links 

This website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy policy of every website you visit.

Effective Date: 05-Feb-2025
Last Updated: 05-Feb-2025

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Welcome to our website, in using it you are deemed to have read and agreed to the following terms of use.

The following terminology applies to these Terms and Conditions, Privacy Statement and any disclaimer Notice and any or all Agreements: “Client”, “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. “The Company”, “Ourselves”, “We” and “Us”, refers to our Company, Resolution Design Ltd with registered offices at 17 Market Place, Devizes, SN10 1HT, Co reg: 6510726. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to, prevailing English Law. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.

Privacy

We are committed to protecting your privacy and have systems and processes in place to protect client data. We will not sell, share, or rent your personal information to any third party or use your e-mail address for unsolicited mail.

For more specific details about our use of your data please see our Privacy Notice.

Disclaimer
Exclusions and Limitations

The information on this web site is provided on an “as is” basis. To the fullest extent permitted by law, this Company:

• excludes all representations and warranties relating to this website and its contents or which is or may be provided by any affiliates or any other third party, including in relation to any inaccuracies or omissions in this website and/or the Company’s literature; and
• excludes all liability for damages arising out of or in connection with your use of this website. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or you have advised this Company of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages.

This Company does not, however, exclude liability for death or personal injury caused by its negligence. The above exclusions and limitations apply only to the extent permitted by law. None of your statutory rights as a consumer are affected.

Availability

You are solely responsible for evaluating the fitness for a particular purpose of any downloads, programs and text available through this site. Redistribution or republication of any part of this site or its content is prohibited, including such by framing or other similar or any other means, without the express written consent of the Company. The Company does not warrant that the service from this site will be uninterrupted, timely or error free, although it is provided to the best ability. By using this service you thereby indemnify this Company, its employees, agents and affiliates against any loss or damage, in whatever manner, howsoever caused.

Log Files

Via Google Analytics we use IP addresses to analyse trends, administer the site, track user’s movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information. Additionally, for systems administration, detecting usage patterns and troubleshooting purposes, our web servers automatically log standard access information including browser type, access times/open mail, URL requested, and referral URL. This information is not shared with third parties and is used only within this Company on a need-to-know basis. Any individually identifiable information related to this data will never be used in any way different to that stated above without your explicit permission.

Links to this website

You may not create a link to any page of this website without our prior written consent. If you do create a link to a page of this website you do so at your own risk and the exclusions and limitations set out above will apply to your use of this website by linking to it.

Links from this website

We do not monitor or review the content of other party’s websites which are linked to from this website. Opinions expressed or material appearing on such websites are not necessarily shared or endorsed by us and should not be regarded as the publisher of such opinions or material. Please be aware that we are not responsible for the privacy practices, or content, of these sites. We encourage our users to be aware when they leave our site & to read the privacy statements of these sites. You should evaluate the security and trustworthiness of any other site connected to this site or accessed through this site yourself, before disclosing any personal information to them. This Company will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your disclosure to third parties of personal information.

Copyright and Trademark

Copyright and other relevant intellectual property rights exist on all text relating to the Company’s services and the full content of this website.

Communication

This company is registered in England and Wales, Number 6510726, registered office 17 Market Place, Devizes, SN10 1BA.

Force Majeure

Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, Political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Agreement contained herein.

Waiver

Failure of either Party to insist upon strict performance of any provision of this or any Agreement or the failure of either Party to exercise any right or remedy to which it, he or they are entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this or any Agreement. No waiver of any of the provisions of this or any Agreement shall be effective unless it is expressly stated to be such and signed by both Parties.

General

The laws of England and Wales govern these terms and conditions. By accessing this website [and using our services/buying our products] you consent to these terms and conditions and to the exclusive jurisdiction of the English courts in all disputes arising out of such access. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure of the Company to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision. These Terms and Conditions shall not be amended, modified, varied or supplemented except in writing and signed by duly authorised representatives of the Company.

Notification of Changes

The Company reserves the right to change these conditions from time to time as it sees fit and your continued use of the site will signify your acceptance of any adjustment to these terms.

We, Resolution Design Ltd, give access, as an Authorised Agency Partner, to a web-based service that enables organisations to upload, store and manage customer and member lists, create and send email campaigns to those lists, and track and archive the results of those campaigns (“Email Marketing Service”). The Email Marketing Service is provided to you, the “Customer”, by a third-party US Company that owns and operates the Email Marketing Service. Your use of the Email Marketing Services shall be pursuant to the terms and conditions set forth in these terms of use (the “Agreement”). For the purposes of this Agreement, we will refer to ourselves as “Resolution Design”, the third-party provider as the “Email marketing service provider” and to you as the “Customer.” Any use of the pronoun “you” in this Agreement refers to you as Customer, and any uses of the pronouns “we” or “us” refer to, well, us.

By opening an Email Marketing account, and using the Email Marketing Service, you agree to abide by the terms set forth in this Agreement. You covenant that (a) you are at least eighteen years of age, (b) you are able to sign legally binding contracts on behalf of your cmpany, and (c) you are representing yourself and your company honestly to your email recipients and to us. You also agree to maintain current information about yourself and your company and to update that information as it changes.

You, us and ownership

Your use of the Email Marketing Service confers no title or ownership to the Email Marketing Service. With permission of the Email Marketing Service Provider we are granting you temporary, non-exclusive access to Email Marketing Service that will endure as long as (a) the Agreement is not terminated in accordance with the terms of this Agreement, (b) you continue to provide payment for the Email Marketing Service in a timely manner, and (c) you continue to abide by the terms of this Agreement. Further, You shall not transfer your right to use the Email Marketing Service to another party or person, any such transfer or attempted transfer will result in immediate termination of the Agreement.

The Email Marketing Service provider owns all logos, graphics, software, algorithms, functionality, content (other than content owned by ourselves, you or any third party), pages, features and processes that comprise the Email Marketing Service. You agree not to copy, modify, re-package, reverse-engineer, disassemble, modify or otherwise use the Email Marketing Service or its components in ways not explicitly allowed by this Agreement, without prior written consent from us. You also agree not to remove any proprietary notices or labels from the Email Marketing Service.

Following the rules of permission marketing

The Email Marketing Service is a permission marketing and communication service, designed to facilitate email communication and interaction between your organisation and people who have expressed interest in receiving email correspondence from you. Your use of the Email Marketing Service carries a necessarily high standard of ethics and strict set of rules in order for both you and the Email Marketing Service provider to be compliant with UK, European and International laws – as well as all pertinent guidelines and industry best practices – pertaining to use of email as a marketing and communication tool.

With that in mind, you agree to send emails using the Email Marketing Service only to those recipients who have a clear relationship with you and/or your organisation or who have expressly indicated their desire to receive emails from you.

To receive emails from you, a recipient must meet the consent criteria set out in the EU General Data Protection Regulations (GDPR) including one of the following criteria:

• He or she has opted in to receive your emails, using a form that clearly indicates that by submitting his or her email address he or she will receive emails from you;
• He or she has a clear relationship with you, as (a) a member who pays dues to belong to your organisation, (b) a subscriber who pays a subscription fee to gain access to your organisation’s services, or (c) a customer who has purchased a good or service from you within the past eighteen months, in the course of which you have obtained that customer’s email address.

If any recipient, regardless of his or her prior opt-in status or relationship to you, has indicated a desire not to receive emails from you – either during or prior to your use of Email Marketing Service – you may not use the Email Marketing Service to email that recipient.

Evidence of permission

By using the Email Marketing Service to send emails to a recipient, you are representing to us that you have obtained direct permission to email that recipient. You must be able to provide evidence as to the origin of any email address with respect to how it was acquired and how permission was obtained. You agree to fulfill any requests for permission evidence by us to the best of your ability and in a timely manner, and you understand that any addresses for which you are unable to provide adequate information in a timely manner will be disallowed, along with the rest of the list(s) in which that address resides, should we deem it necessary and appropriate to disallow the entire list.

No rented/purchased or harvested addresses allowed

You may not use the Email Marketing Service in conjunction with email lists or addresses that have been purchased, rented or otherwise obtained from a third party, or which have been collected using a script or other harvesting method, or which have been obtained without the email address owner’s knowledge. Sending emails to any address or list obtained using one or more of these methods will result in the termination of your Email Marketing account, immediately and without notice. We may also restrict access to your account, immediately and without notice, should we have reason to suspect that email addresses being added or imported into your Email Marketing account fail to meet the permission criteria set forth in this Agreement.

Should any mailing sent through your Email Marketing account receive an unreasonable number of complaints from Internet Service Providers or email watchdog groups (with the Email Marketing Service provider having the right to determine what qualifies as unreasonable), we reserve the right to suspend or terminate your account immediately. Furthermore, you will be responsible for paying all charges for use of the Service and any fines incurred by either us, or the Email Marketing Service provider as a direct result of one of your mailings, in cases where clear and direct evidence is presented to us or the Email Marketing Service provider by the fining organisation.

Clearly identifying the origin of your email, and its content

You also agree to ensure that email messages sent through your Email Marketing account are truthful and accurately identify the source of the message. In all emails, you agree to use subject lines that are in no way false or misleading as to the identity of the sending organisation or the nature of the content contained in the email. You also agree to include your organisation’s physical address in all campaigns.

Using the opt-out process

Allowing recipients of your emails to choose to stop receiving those emails is required by law. In order to ensure strict compliance, we require that you use the opt-out link and process provided with your email account and templates. You will in no way attempt to circumvent the opt-out process. Furthermore, you understand that some recipients may choose to ask you to opt them out instead of using the opt-out link provided. In such cases, you agree to unsubscribe any such recipient manually, by changing the member’s mailing status to “opt-out” using the tools provided inside your Email Marketing account, and to make sure any such subscriber has been opted out prior to your next mailing being sent, and within the amount of time as required by law.

Responsibility for account use and content

You are responsible for everything that happens in your Email Marketing account, including the email addresses that are added, imported and stored, as well as the content published, distributed or linked to from your email campaigns. You agree to take full responsibility for any and all content distributed through your Email Marketing account, and to abide by all pertinent copyright laws. Should we find reason to believe you have violated any laws in the course of your use of the Email Marketing Service, or plan to violate any law using the Email Marketing Service, we may suspend or cancel your account immediately and without warning.

Protecting your data and your privacy

We and the Email Marketing Service Provider agree to hold your account information, lists and data in strict confidence, and never to rent or sell your email addresses to any third party. The Email Marketing Service’s software is intended for use with directory information and not for use with any personally identifiable details beyond an email address. All data stored and collected is shared only with trusted 3rd party service providers who, like the Email Marketing Service providers, are listed on the U.S. Department of Commerce’s Privacy Shield List, and then only for the purpose of providing service or support to you as a customer (e.g. cloud infrastructure, CRM, secure billing). It is not shared, rented or sold to any 3rd party for their own use. The only other time we, or the Email Marketing Service provider will ever share ANY information related to your Email Marketing account with an outside organisation is if (a) the outside organisation is an agency empowered to require them to divulge your personal or account information pursuant to lawfully issued court order or other lawful process/requirement, (b) examples of your templates, campaigns or case studies are being highlighted and your permission has been obtained prior to the divulging of such information, or (c) reporting on the overall customer base and activity, in which case only general, aggregate (non-personally identifiable) information will be divulged.

In creating your Email Marketing account, you will create a username and a password that controls access to your account and all of the data stored within that account. The Email Marketing Service stores an encrypted version of your password for added security, but you understand and acknowledge that you are ultimately responsible for maintaining control of that username and password and ensuring its proper use by authorised personnel only.

Adhering to the EU-US and Swiss-US Privacy Shield Frameworks

The Email Marketing Service provider adheres to the EU-US and Swiss-US Privacy Shield Frameworks, designed by the U.S. Department of Commerce, and the European Commission and Swiss Administration, respectively, to provide companies on both sides of the Atlantic with a mechanism to comply with data protection requirements when transferring personal data from the European Union and Switzerland to the United States in support of transatlantic commerce. The Email Marketing Service provider is listed in the United States Department of Commerce’s Privacy Shield directory of self-certifying companies and commits to the Privacy Shield principles. Please contact us if you’d like further information.

Things you may not do

The following list outlines many things, in addition to those already mentioned in this Agreement, which you may not do while using the Email Marketing Service. Doing any one of these things may result in the suspension or termination of your Email Marketing account, immediately and without warning.

By using the Email Marketing Service Service, you explicitly agree not to:

• Use the Email Marketing Service to break any UK, European or other International laws or regulations, including but not limited to those related to spamming, e-commerce, obscenity, defamation or privacy;
• Use the Email Marketing Service to encourage or facilitate any illegal activities;
• Use the Email Marketing Service to harass, threaten or embarrass any person or organisation;
• Use the Email Marketing Service to promote MLM (multi-level marketing) or Ponzi schemes;
• Use the Email Marketing Service to distribute illegal, pornographic or potentially harmful or offensive information, photos, software or materials, or include links to Web pages containing any such items (We reserve the right to use our own judgment in determining what is offensive); or
• Use the Email Marketing Service in conjunction with email addresses or lists that have been obtained in any way other than those outlined as permissible in this Agreement.

Your data and its storage

Your Email Marketing account includes certain data storage – for lists, email campaigns and content, and response tracking information. We may choose to set limits on how much information may be stored, and may change those limits at any time. Should we impose any such limits, we will provide you with reasonable advance notice of such limits, and, when possible, offer you the option to either obtain more storage at an additional cost or maintain a lower level of storage without incurring additional costs.

We not responsible for the loss of any data in the event that you fail to request either more storage space or a transfer of existing data to another location and data is lost due to a change in limits or by your exceeding the existing limits.

Email Marketing Service’s API

Email Marketing Service provides API Calls (“Calls”) to facilitate certain account activities without relying on the Email Marketing Service application interface. These Calls are governed by the same policies set forth herein. The Customer shall not use the API to circumvent Email Marketing Service’s efforts to facilitate permission-based, commercial bulk email in the application. It is our sole discretion to determine the permissible use of the API and Calls. Any improper use of the API, as solely determined by us, will be grounds for immediate termination of Customer’s account.

Payment for services

Like most commercial subscription services, we ask that you, the Customer, pay us for your use of the Email Marketing Service in a timely manner. Monthly activity, design fees, services and images are invoiced monthly and due not more than 30 days from the invoice date. All fees and prices are in UK pounds. We reserve the right to suspend your account in the event you fail to pay the appropriate account fees on time until such time as proper payment is received. In the event that your account is frozen for improper usage or non-payment, we may continue to charge Customer for the usage of the account, such usage includes storage of information, monthly activities and automatic updates that occur inside the account.

Right to inspect

For the purposes of providing you service and support, and to ensure that the terms of this Agreement are being followed, we reserve the right to inspect and monitor your account and data at any time, without notice, and to limit access to your account at any time should we have reason to believe that you have already, or may at some point in the future, violate any terms set forth in this Agreement.

Cancellation or Termination

Cancellation requests should be in writing, via email to [email protected] or by phone at 01380 728 898. Inactivity does not constitute cancellation, and unless cancelled pursuant to this clause, the Customer will continue to be charged for the subscription to the Services. Any request by the Customer to cancel will take effect at the end of the month in which such request was made, and you will be responsible for payment for any services rendered up through to the cancellation date. We will not prorate charges to the date of cancellation and the Customer will not receive a credit for any unused Services. If you have paid in advance for a certain period of time for the Email Marketing Service or any portion thereof and cancel prior to the completion of that period, that payment is non-refundable.

We may terminate this Agreement at any time by notifying the Customer by email. Should we be forced to terminate your account or you cancel your account, we will work with you to help retrieve email addresses and other appropriate data from your account within 30 days of termination of your account. After such 30 days, Resolution Design makes no guarantees regarding the availability of your data, and Resolution Design shall not be liable for the availability of your data for more than thirty days following the date of termination by either party.

Disputing Charges

Any dispute to a charge on your invoice must be made within 60 days of the date of the invoice that initially contained the disputed charge. Disputes can only be made in writing, via email to [email protected] or by phone at 01380 728898.

Modifications to this Agreement

We may, from time to time, edit, append or otherwise modify the terms of this Agreement. Any changes will require notice from Resolution Design to Customer. Your continued use of the Email Marketing Service after such changes indicates your acceptance of those changes and agreement to abide by them.

WARRANTIES AND DISCLAIMERS

THE EMAIL MARKETING SERVICE AND ITS RELATED SERVICES ARE PROVIDED “AS IS,” AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY), INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE WILL NOT BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EMAIL MARKETING SERVICES OR THIS AGREEMENT.

IN SHORT, WE CANNOT AND DO NOT GUARANTEE THAT THE EMAIL MARKETING SERVICE WILL WORK IN ANY PARTICULAR WAY, NOR CAN WE GUARANTEE THAT IT WILL PROVIDE YOU WITH ANY PARTICULAR RESULT, LIKE MAKING YOU MORE MONEY OR INCREASING YOUR CUSTOMER BASE. YOU AGREE NOT TO HOLD US LIABLE, FINANCIALLY OR OTHERWISE, SHOULD THE EMAIL MARKETING SERVICE FAIL TO PERFORM THESE THINGS THAT WE CANNOT GUARANTEE IN THE FIRST PLACE. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY AMOUNT GREATER THAN THE FEES YOU HAVE PAID TO US FOR YOUR USE OF THE EMAIL MARKETING SERVICE OVER THE PREVIOUS TWELVE (12) MONTHS.

TO REITERATE: YOU, THE CUSTOMER, AGREE TO INDEMNIFY AND HOLD HARMLESS RESOLUTION DESIGN LTD, ITS OFFICERS, EMPLOYEES AND BUSINESS PARTNERS, FROM ANY CLAIMS ARISING FROM YOUR USE OF THE EMAIL MARKETING SERVICE OR ITS RELATED SERVICES.

Headers

The headers in this Agreement are provided as visual aids only and are not to be considered legally binding in any way.

Miscellaneous

This Agreement says everything there is to be said about the relationship between Resolution Design Ltd and you and your use of the Email Marketing Service and, therefore, it supersedes any other agreement about those topics, unless mutually agreed to in writing by both parties. You cannot, without prior our written consent, transfer any of your rights or responsibilities under this Agreement. We can transfer any of our rights and responsibilities under this Agreement, with prior notice to Customer.

All Website hosting services provided by Resolution Design Ltd to the client are subject to the following terms of use.

Definitions

The Client: The company or individual requesting the services of Resolution Design Ltd.
Resolution Design Ltd: Primary designer/developer & employees or affiliates.

Website Content

All services provided by Resolution Design Ltd may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any United Kingdom, United States Federal, State or City, or any International laws is prohibited. This includes, but is not limited to: Copyrighted material, Material we judge to be threatening or obscene, Material protected by trade secret and other statute. The subscriber agrees to indemnify and hold harmless Resolution Design Ltd from any claims resulting from the use of the service, which damages the subscriber or any other party.

Also prohibited are sites that promote any illegal activity or present content that may be damaging to our servers or any other server on the internet. Links to such materials are also prohibited. Examples of unacceptable content or links: pirated software, pornography, violations of copyrights, hacker programs or archives, Warez sites and hate propaganda. Resolution Design Ltd will be the sole arbiter as to what constitutes a violation of this provision.

Data Transfer

Web hosting accounts are prohibited from hosting file distribution websites (including but not limited to music, video and software), adult content orientated websites, hosting banners, graphics or CGI scripts for other websites, storing pages, files or data as a repository for other websites or personal computers, giving away web space under a domain, sub domain or directory.

Web space Usage

Web space is available for genuine web site content; content must be linked into web pages. Clients are prohibited from using the server as a file/backup repository. Clients are expected to employ good housekeeping when maintaining their account.

Server Usage

Should your account use more than 5% of the servers processing power and as a result have a detrimental effect on other Clients we will discuss with you alternative solutions for your hosting requirements.

Acceptable Use Policy

The website and use of the Services may be used for lawful purposes only and the Client may not submit, publish or display any content that breaches any law, statute or regulation. In particular, the Client agrees not to:

• Use the Services or the website in any way to send unsolicited commercial email or “spam”, or any similar abuse of the Services.
• Send email or any type of electronic message with the intention or result of affecting the performance of any computer facilities.
• Publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful material or information, or any material or information which infringes any intellectual property rights (for the avoidance of doubt this includes licensed software distributed as Warez), via the Services or on the Website.
• Threaten, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others.
• Engage in illegal or unlawful activities through the Services or via the Website. – Make available or upload files to the website or to the Services that the Client knows to contain a virus, worm, trojan or corrupt data.
• Obtain or attempt to obtain access, through whatever means, to areas of Resolution Design Ltd network or the Services which are identified as restricted or confidential. This includes leaving your home directory whilst using SSH access to servers.
• Operate or attempt to operate IRC bots or other permanent server processes.

The Client has full responsibility for the content of the Website. For the avoidance of doubt, Resolution Design Ltd is not obliged to monitor and will have no liability for, the content of any communications transmitted by virtue of the Services. If the Client fails to comply with the Acceptable Use Policy outlined in Clause 6 Resolution Design Ltd shall be entitled to withdraw the Services and terminate the Client’s account without notice.

Resources

When a website is found to be exceeding the resources agreed Resolution Design Ltd reserves the right to suspend that site immediately. This policy is only implemented in extreme circumstances. Clients may be offered an option whereby Resolution Design Ltd continues hosting the website for an additional fee.

Data Backup

The Client is responsible for undertaking any data back up programs, database, web files or other digital material.

Payment

All accounts are set up on a prepay basis. Although Resolution Design Ltd reserves the right to change prices of accounts or services at any time all pricing is guaranteed for the period of prepayment. Payment is due each anniversary year following the date the account was established. Resolution Design Ltd reserves the right to suspend this and other services until any outstanding debt to Resolution Design Ltd is cleared. Resolution Design Ltd will not be responsible for any data lost due to non-payment closure of an account. The Client is responsible for all money owed on the account from the time it was established to the time that the Client sends a written cancellation request. Reinstatement of an account is at Resolution Design Ltd’s discretion. Resolution Design Ltd reserves the right to charge a reinstatement fee of 50 (fifty) pounds per account.

Cancellations and Refunds

All fees charged on a prepay basis are non-refundable.

Indemnification

The Client agrees that it shall defend, indemnify, save and hold Resolution Design Ltd harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees asserted against Resolution Design Ltd, its agents, its Clients, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employees or assigns. Client agrees to defend, indemnify and hold harmless Resolution Design Ltd against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with Resolution Design Ltd’ server; (2) any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party; (3) copyright infringement and (4) any defective products sold to Client from Resolution Design Ltd’s server.

Disclaimer

Resolution Design Ltd will not be responsible for any damages your business may suffer. Resolution Design Ltd makes no warranties of any kind, expressed or implied for services we provide. Resolution Design Ltd disclaims any warranty or merchantability or fitness for a particular purpose. The includes loss of data resulting from delays, nondeliveries, wrong delivery, and any and all service interruptions caused by Resolution Design Ltd and its employees. Resolution Design Ltd reserves the right to revise its policies at any time.

Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

This agreement shall be construed in accordance with the laws of England.