• Terms & conditions of business

    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.

    Estimate, means the document 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.

    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 in 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 of 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 documents, products and materials developed or produced by Resolution or its agents, contractors and employees as part of or in relation to the Services.
    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 in 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.

    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.

    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 quotation given by Resolution shall only be valid for a period of 30 Business Days from its date of issue.
    2.6 All amounts quoted by Resolution under the Contract are exclusive of Value Added Tax as chargeable from time to time.

    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, but any such dates shall be estimates only.
    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) 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 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 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;
    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; and
    4.2.4 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, 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 and are based on the number of project hours or resources required to provide the Services. 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 for payment shall be of the essence of the Contract.
    5.3 In the event that the Service Fees are payable by way of a Payment Plan, 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 Service Fees paid under the Payment Plan 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 due to Resolution under the Contract by the due date for payment (Due Date), Resolution shall have the right to charge interest on the overdue amount at the rate of four per cent per annum above the then current HSBC’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
    5.5 The Client shall pay all amounts due under the Contract 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 in connection with the Contract shall be the property of Resolution and Resolution shall grant The Client licence of such intellectual property rights, coming into effect on payment of the relevant invoice, to use the Deliverables for the purposes defined in the Brief, on a Worldwide basis, and in respect of the products or services defined in the Brief.
    6.2 Such licence shall be automatically terminated if the Client either:
    a. does not pay the Job Cost in full by the due date; or
    b. (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or
    c. (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies; or
    d. becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or
    e. has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or
    f. ceases, or threatens to cease, to carry on its business.
    6.3 If the Client wishes to use the Deliverables in ways going beyond the parameters in the Brief, it must approach Resolution for prior written consent.

    7. Confidentiality

    A party (Receiving Party) shall 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 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.

    8. Limitation of liability

    8.1 Nothing in these Conditions shall limit or exclude Resolution’s liability for:
    8.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
    8.1.2 fraud or fraudulent misrepresentation; or
    8.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    8.2 Subject to clause 8.1:
    8.2.1 Resolution shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
    8.2.2 Resolution’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the value of the Service Fees paid under the Contract.
    8.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    8.4 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 in accordance with the provisions of the Estimate.
    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 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 return all of 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 breach or default. 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.
    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. The Client acknowledges that it has not relied on 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.
    11.11 Data protection and data processing:
    11.11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11.11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 11.11, Applicable Laws means:
    11.11.1.1 where the Client is based in the European Union, the law of the European Union and Domestic UK Law;
    11.11.1.2 where the Client is based in the United Kingdom the Domestic UK Law; or
    11.11.1.3 where the Client is based elsewhere, the Domestic UK Law and any other domestic law that directly applies to Resolution.
    Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
    11.11.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and Resolution is the processor.
    11.11.3 Without prejudice to the generality of clause 11.11, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Resolution for the duration and purposes of the Contract.
    11.11.4 Without prejudice to the generality of clause 11.11, Resolution shall, in relation to any personal data processed in connection with the performance by Resolution of its obligations under the Contract:
    11.11.4.1 process that personal data only on the documented written instructions of the Client, including all processing required in accordance with the provision of the Services, unless Resolution is required by Applicable Laws to otherwise process that personal data. Where Resolution is relying on Applicable Laws as the basis for processing personal data, Resolution shall promptly 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;
    11.11.4.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
    11.11.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
    11.11.4.4 assist the Client, at the Client’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    11.11.4.5 notify the Client without undue delay on becoming aware of a personal data breach;
    11.11.4.6 at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the personal data; and
    11.11.4.7 maintain complete and accurate records and information to demonstrate its compliance with this clause 11.11 and immediately inform the Client if, in the opinion of Resolution, an instruction infringes the Data Protection Legislation.
    11.11.5 The Client consents to Resolution appointing third party processors of personal data under the Contract.
    11.12 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims, shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

    Last updated 19/09/2021

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    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.

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    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.

  • Privacy & cookies

    Your privacy is important to us. This Privacy Notice explains what personal data we collect from you, through our interactions with you and through our services, together with how we use and store that data and the processes we have in place to keep your data secure.

    What personal data do we collect?

    When you interact with us, for example by making an enquiry, submitting a support ticket or registering to receive our e-news, we collect the personal data you submit, such as your name, address and email address.

    We have Google Analytics integrated into our website which uses cookies to collect anonymous data about how you arrived at our website and how you use it, as well as your computer’s IP address if available. We have other necessary cookies on the site to record your cookie consent preferences. You can manage which cookies are used on our site by clicking ‘manage cookies’ on our cookie bar in the footer. You can also do this for all sites you visit via preferences in your web browser.

    We may also request information from you for the administration and delivery of our business services.

    How do we use your personal data?

    The personal information you submit through our contact forms will only be used to answer your specific enquiry, administer your account and provide the products or services you have requested from us.

    If you register for our email newsletters or have agreed to receive marketing information from us in another way that complies with GDPR consent rules, you will receive occasional emails to let you know about hints, tips, news and offers. You will have the ability to unsubscribe from these emails at any time using the opt-out link at the bottom of the emails.

    If you register to use our support centre we use your information to keep you up to date with our progress in resolving your issue.

    We use the information collected via Google Analytics to help us understand the effectiveness of our website in our marketing and to inform decisions about how we improve it.

    Other information we collect is used to enable the delivery of our business services, which includes the use of third-party partners.

    We may also send out information by email if it complies with legitimate interest rules. Whereby we send information to clients who have not opted in to receive email marketing, but who need to be kept up to date with important news about the products and services they have with us.

    What third-party partners do we use?

    We use a number of third-party partners, who are all committed to GDPR compliance.

    For our Hosting Services we use 3 hosting partners, listed below, whose servers are all UK based

    > Professional WordPress Hosting
    > Cloud Hosting & Managed VPS Servers
    > Shared Hosting & POP/IMAP email accounts
    > To deliver Resolution Email Marketing we use a leading US-based email marketing provider as an Agency Partner. They comply with the US-EU agreement, Privacy Shield.

    For our Business Hosted Exchange Emails, we use a UK based cloud services partner.

    For our Support Centre ticketing system we use a US-based partner.

    How do we store your information?

    For our business purposes, we have our own cloud-based Resolution CRM system, the client personal data we store on this system is hosted by our UK based Cloud Hosting partner.

    Data for our various other services are hosted by our 3rd party partners.

    What processes do we have to keep your data secure?

    We have access to client personal data via Resolution CRM and, as a professional reseller of our services, we have access to manage our clients’ accounts via our third-party partners control panels. We take the security and privacy of our clients’ data very seriously and can confirm that our internal processes are GDPR compliant, including:

    > never sharing any personal data with any other third parties (other than the minimum data required to deliver our services via our partners)

    > ensuring all admin and partner control panel passwords are strong and limiting access to only those personnel who need it, using a secure password management system

    > never accessing or interacting with any client personal data accessible via partner control panels unless we have prior consent, or access is required to deliver agreed work.

    We also ensure that all personal data that is transferred between our computer browsers and any of our partners’ web servers use SSL, which is the standard security technology for establishing an encrypted link.

    Your rights

    Under GDPR you have rights relating to any personal data that is being stored by us, these are:

    The right of access;
    The right to rectification;
    The right to erasure (also known as the ‘right to be forgotten’);
    The right to restrict processing;
    The right to data portability;
    The right to object;

    Rights with respect to automated decision-making and profiling.

    If you’d like to know more about these rights please see our Data Protection Policy. If you’d like to exercise any of your rights please contact Matt Groom.

    Updating of this notice

    Our Privacy Notice may be updated from time to time.

  • Email marketing terms of use

    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 contact@resolutiondesign.co.uk 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 contact@resolutiondesign.co.uk 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.

  • Hosting terms of use

    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 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.

  • Specific web development terms & conditions

    All web development services provided by Resolution Design Ltd to the client are subject to the following supplementary terms and conditions.

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

    Whilst every endeavour will be made to ensure that the website and any scripts or programs are free of errors, Resolution Design Ltd cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it.

    The website, graphics and any programming code remain the property of Resolution Design Ltd until all outstanding accounts are paid in full.

    Any scripts, CGI applications, PHP scripts, databases or software (unless specifically agreed) written by Resolution Design Ltd remain the copyright of Resolution Design Ltd may be used in future Resolution Design Ltd projects as required and may only be commercially reproduced or resold with the permission of Resolution Design Ltd.

    Any additions to briefs provided will be carried out at the discretion of Resolution Design Ltd and where no charge is made by Resolution Design Ltd for such additions, Resolution Design Ltd accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.

    The client agrees to make available all materials required to complete the site to the agreed standard as soon as is reasonably possible and within the set deadlines.

    Resolution Design Ltd will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.

    Resolution Design Ltd will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner. eg. Any disputes re content/images that have been provided to us for inclusion on the site.

    Resolution Design Ltd will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.

    Resolution Design Ltd will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.

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

    Resolution Design Ltd cannot take responsibility 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, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.

    Where applications or sites are developed on servers not recommended by Resolution Design Ltd, the client is expected to provide or seek 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.

    The client is expected to check and approve any application or programming relating to a site developed by Resolution Design Ltd 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 Design Ltd will correct these issues to meet the standards of function outlined in the brief.

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

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