General Terms & Conditions
Please read these General Terms (and any relevant Schedules, as defined below) carefully as they contain important information about your rights and obligations.
1. ABOUT US AND THESE GENERAL TERMS:
1.1 About us: “We”, “us” or “our” means RedRite, a sole trader business located in 28 Spenser Road, Leeds, LS20 9LG
1.2 These General Terms: These General Terms govern your submission of an order to us for our provision of services to you through the www.RedRite.co.uk website (the “Website”), and your registration for an account on the Website by which you will be able to administer those services that you receive. By submitting your details to us for registration for an account on the Website, you agree to be legally bound by these General Terms and the relevant Schedules (as defined below).
1.3 The Schedules: Specific terms for our provision of particular services to you are set out hon the following links, in the form of Schedules. If you submit an order for specific services, you agree to be legally bound by the relevant Schedules as well as these General Terms.
1.4 Changes to the Terms and Conditions: We reserve the right to amend the Terms and Conditions (as defined below) at any time. All amendments to the Terms and Conditions will be posted on the Website and emailed to you. If you do not like the changes we make, you can terminate this Agreement – please see Clause 11.2.1 for more information. Continued use of the Services will, however, be deemed to constitute acceptance of the new Terms and Conditions. No other terms or changes to the Terms and Conditions will be binding unless agreed in writing signed by us.
1.5 Interpretation:
1.5.1 references to “Clauses” are to clauses of these General Terms;
1.5.2 references to “Paragraphs” are to paragraphs in a Schedule;
1.5.3 reference to “written” or in “writing” includes the electronic form;
2. EFFECT
2.1 Application of these General Terms: These General Terms shall apply to all Orders and to all Agreements. When you submit an Order to us, this shall always constitute your unqualified acceptance of these General Terms and the relevant Schedules.
2.2 Any other terms: This Agreement shall prevail over any separate terms put forward by you. Any conditions that you submit, propose or stipulate in whatever form and at whatever time, whether in writing or orally, are expressly waived and excluded.
3. PROVISION OF THE SERVICES
3.1 Hosting and Domain Services: These services are provided by Unlimited Web Hosting UK Limited of which RedRite is a reseller of. Upon RedRite’s Order Acceptance you are bound by Unlimited Web Hosting UK Limited’s General Terms and Conditions, with exception of their Domain and Hosting Services Schedules. RedRite’s Domain and Hosting Services Schedules.
3.2 Term: Upon written acceptance of working with RedRite this Agreement will continue in force until otherwise terminated in accordance with this agreement, or till the agreed upon completion date of a project.
3.3 Services: We shall provide to you the Services that are set out in the Order Acceptance or in writing that are the subject of this Agreement. We warrant that we have all necessary consents, rights and permission to enter into, and perform our obligations under, this Agreement.
3.3.1 we shall comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of our rights and performance of our obligations under this Agreement.
3.4 No warranty: We are not responsible for any people, equipment, deliverables or services that we are not expressly stipulated to provide in this Agreement. You are responsible for any people, equipment, deliverables and services that you need to obtain from someone other than us. Except for any matter in relation to which we specifically agree in writing to advise or do, we shall not be responsible, or have any Liability (subject to Clause 12.1) for advising on, or failing to advise on, or doing, or failing to do, anything else.
3.5 Timescales: We shall use our reasonable endeavours to perform our obligations under this Agreement within any timescales set out in this Agreement. However (subject to Clause 12.1), we shall not have any Liability for any delays or failures to accurately perform our obligations:
3.5.1 if we have used those endeavours; or
3.5.2 if caused by any failure or delay on your part or by any breach by you of this Agreement or any other agreement between us and you.
If there is any slippage in time, we shall use our reasonable endeavours to reschedule delayed tasks to a mutually convenient time.
3.6 Availability: Work will commence once all required materials are provided and Fees received in full, unless previously agreed upon.
3.6.1 Where work capacity may be affected due to school holidays or leave a 2 week warning will be provided.
3.6.2 Where work capacity will be affected by illness endeavours will be made to inform the Client as soon as possible.
3.6.3 RedRite observes UK Bank Holidays and 1 weeks leave minimum every Christmas.
3.7 Our responsibility: Except as specifically stipulated in this Agreement, we shall not be responsible for providing or achieving any particular results or outcomes or within a particular time.
3.8 Suspension of the Services: We reserve the right to suspend our provision of the Services to you if your use of the Services is having a detrimental impact or monies are left outstanding for 28 days.
Following the decision to suspend any Services, we will contact you with details of the suspension and invite you to remedy the situation if appropriate.
7. YOUR OBLIGATIONS
7.1 Correct information: You must only submit to us information (whether Material, contact details or otherwise) which is accurate and not misleading and you must keep it up-to-date and inform us of any changes.
7.2 Your responsibilities: You must:
7.2.1 co-operate with us;
7.2.2 provide us with any information we reasonably require in respect of the Services from time to time;
7.2.3 report any faults or suspected faults with or in the Services to us immediately upon discovery;
7.2.4 license and configure any third party hardware and/or software necessary for the provision of the Services unless otherwise agreed;
7.2.5 ensure that all materials provided is suitable and prepared for use in conjunction with the Services;
7.2.6 be responsible for ensuring that, and you hereby warrant and undertake to us that, your use of the Services and any Material:
(a) does not infringe the privacy rights or Intellectual Property Rights of any third party;
(b) is not for the purposes of sending spam or other unsolicited emails;
(c) is not defamatory, obscene, abusive, malicious, indecent, harassing or discriminatory;
(d) conforms in all respects will all applicable laws, rules, regulations, bye-laws and codes of practice (including disability discrimination, intellectual property, privacy and data protection laws);
7.3 Warranty as to Material: You warrant that any Material is owned by you. It is your responsibility to make sure that you have all necessary rights and consents relating to your use of the Material in conjunction with the Services.
8. FEES
8.1 Payment of Fees: The Fees are payable by you in advance at the intervals specified in respect of the Services you will be receiving, You must pay the Fees by BACS or Stripe only. We shall not be bound to supply any Services to you until we have received the necessary cleared funds in full.
8.1.1 For Websites you will pay the first 50% payment of Fees to us in advance at the time that you submit your Order. Further payments will be upon completion and handover of the finished product.
8.1.2 For Hosting and Domains the Fees are paid in advance of the time that you submit your Order. Payments are then made annually unless Services terminated.
8.1.3 For Ongoing Retained support and Website Maintenance you will pay the Fees in advance of the time you enter into Agreement. No works will commence until payment is received in full. Fees are then continued on a monthly contract, paid in advance until the Services are terminated.
8.1.4 For Ongoing Ad Hoc support payment will be made in arrears.
We will invoice you for the Fees payable with 14 days payment terms apart from Website Maintenance which will be invoiced for due on receipt. RedRite is a sole trader business and is therefore responsible for their own Income Tax and National Insurance contributions, they will not claim benefits granted to the Client’s employees.
8.2 Late payment: We will send you a reminder for payment following our sending of an invoice to you. However, if you have not paid any invoice within 14 days of us having sent that 1st reminder to you, we will cancel this Agreement, and cease to provide the rendered Services. Hosting accounts will be suspended for 45 days as per the Schedule before being terminated It is your responsibility to make sure that any payment details and the contact details you have provided to us via your Account are correct and up-to-date at all times.
8.2.1 No further Services will be provided once an invoice becomes overdue. Remedies must be made before any future Services will be provided. If payments are repeatedly late we reserve the right to refuse all future Service provisions.
8.2.2 Legal action will be sought for invoices that go beyond 90 days
8.3 Increase in Fees: We may increase any Fees at any time on notice to you of 30 days, with the increase taking effect from the next payment date for the Fees in accordance with Clause 8.1. If you do not accept the increase, you have the right to cancel this Agreement in accordance with Clause 11.2.1.
9. DATA PROTECTION
9.1 Data Controller and Data Processor: The Parties acknowledge that, for the purposes of Data Protection Laws, we are an independent Data Controller with respect to the processing of billing and account related information related to you (to the extent it is Personal Data) which is necessary for us to perform of our obligations under the Agreement, or with respect to any Personal Data held for general business purposes. To the extent that we Process Personal Data on your behalf under this Agreement, the Parties acknowledge that, for the purposes of Data Protection Laws, you are the Data Controller and we are the Data Processor of any Personal Data. The nature and purpose of Processing is set out in our Privacy Policy, as may be updated by us from time to time at our reasonable discretion.
9.2 Legal compliance: Each Party confirms that, in the performance of this Agreement, it will comply with Data Protection Laws.
9.3 Notification of Personal Data Breaches: Each Party will notify the other Party as soon as is reasonably practicable if it becomes aware of a Personal Data Breach relating to either Party’s obligations under this Agreement.
9.4 Our responsibility for compliance: In the event that we:
9.4.1 comply with your instructions in respect of Processing, we shall not have any Liability (subject to Clause 12.1) for any damage caused by Processing that Personal Data, or for any consequences in the event that such Processing otherwise infringes Data Protection Laws, to the extent that such damage or consequences result from our compliance with such instructions; and/or
9.4.2 refuse to comply with your instructions in respect of Processing due to concerns that compliance will cause a breach of Data Protection Laws, we shall not have any Liability (subject to Clause 12.1) for any failure to follow such instructions.
9.5 Subcontractors for Processing: You authorise our engagement of third parties as subcontractors for the purposes of Processing; in the event that we contract with such subcontractors in accordance with the requirements of Data Protection Laws, your entry into this Agreement will constitute your prior written consent to that subcontracting by us in respect of the relevant Processing.
9.5.1 Where we engage subcontractors we will inform you at least 1 month in advance of the engagement commencing.
9.5.2 You may object to that engagement by contacting us, and, as your sole and exclusive remedy for such engagement, terminate this Agreement in accordance with Clause 11.2.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 What we own: You acknowledge that we own all Intellectual Property Rights in the Services and any rights arising out of any works in connection with them. On completion of services and payment any agreed upon deliverables are then transferred to the Client.
10.2 What you own: We acknowledge that you own all Intellectual Property Rights in the Material, where your ownership is subject to the obligations contained in this Agreement and, in particular, Clause 7. You grant to us a non-exclusive licence to use that Material to the extent necessary for us to provide the Services to you.
11. YOUR RIGHTS TO END THIS AGREEMENT
11.1 You can always end this Agreement: Your rights when you end this Agreement (or cancel any Service) will depend on what Services you have purchased from us, whether there is anything wrong with the Services, how we are performing and when you decide to end this Agreement (or cancel any Service):
11.1.1 if the Services are faulty or misdescribed you must have informed us immediately of the issue, and if no remedy can be provided the Service can be terminated.
11.1.2 if you want to end this Agreement because of something we have done or have told you we are going to do, see Clause 11.2;
11.1.3 in all other cases one months written notice must be provided and all outstanding invoices paid.
11.2 Ending this Agreement because of something we have done or are going to do: If you are ending this Agreement (or cancelling any Service) for a reason set out in Clauses 11.2.1 to 11.2.3, this Agreement (or that Service) will end immediately. The reasons are:
11.2.1 we have told you about an upcoming change to the Services, these General Terms (or a Schedule) or the Fees which you do not agree to (see Clauses 1.4 and 8.3), including in respect of the engagement of subcontractors for Processing in accordance with Clause 9.5;
11.2.2 we have told you about an error in the price or description of the Services you have ordered and you do not wish to proceed;
11.2.3 there is a risk that supply of the Services may be significantly delayed because of an Event Outside Our Control;
11.2.4 we have suspended provision of the Services for a period of more than one month; or
11.2.5 you have a legal right to end this Agreement (or cancel that Service) because of something we have done wrong.
11.3 Materials held upon Termination: Upon termination of the agreement any and all materials we hold for you will be provided for you to recover. Access will be provided for 45 days at which point all materials will be archived. Personal Data held will be kept for up to 6 years in accordance with legal obligations for financial or legal matters. At this point it will be deleted from all systems.
11.4 We may end this Agreement if you break it: We may end this Agreement, or any Service, at any time by writing to you if you:
11.4.1 do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
11.4.2 do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services;
11.4.3 are in breach of any of your obligations under this Agreement;
11.5 Event Outside Our Control: We may terminate this Agreement in accordance with Clause 21.4.
12. LIMITATION OF LIABILITY
12.1 What we do not exclude Liability for: We shall not exclude or limit our Liability for:
12.1.1 our fraud; or
12.1.2 any breach of the obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or
12.1.3 any other Liability which cannot be excluded or limited by applicable law.
12.2 What we are not liable for: Subject to Clause 12.1, we shall not have any Liability in respect of any:
12.2.1 indirect or consequential losses, damages, costs or expenses;
12.2.2 loss of actual or anticipated profits;
12.2.3 loss of contracts;
12.2.4 loss of use of money;
12.2.5 loss of anticipated savings;
12.2.6 loss of revenue;
12.2.7 loss of goodwill;
12.2.8 loss of reputation;
12.2.9 loss of business;
12.2.10 ex gratia payments;
12.2.11 loss of operation time;
12.2.12 loss of opportunity;
12.2.13 loss caused by the diminution in value of any asset; or
12.2.14 loss of, damage to, or corruption of, data;
For the avoidance of doubt, Clauses 12.2.2 to 12.2.14 (inclusive) apply whether such losses are direct, indirect, consequential or otherwise.
12.3 Your acknowledgement: You acknowledge and accept that we only provide the Services to you on the express condition that we will not be responsible for, nor shall we have any Liability (subject to Clause 12.1) directly or indirectly for any act or omission of you or any third party.
13. EVENTS OUTSIDE OUR CONTROL
13.1 No Liability: Subject to Clause 12.1, we will not have any Liability or be responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by an Event Outside Our Control.
13.2 Meaning of an Event Outside Our Control: An “Event Outside Our Control” means any act or event beyond our reasonable control, including strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
13.3 What happens following an Event Outside Our Control: If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement:
13.3.1 we will contact you as soon as reasonably possible to notify you of the Event Outside Our Control; and
13.3.2 our obligations under this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our performance of our responsibilities under this Agreement, we will restart the performance of those responsibilities as soon as reasonably possible after the Event Outside Our Control is over.
13.4 Cancellation following an Event Outside Our Control: You may cancel this Agreement if an Event Outside Our Control takes place and you no longer wish to make use of the Services. Please see your cancellation rights under Clause 11. We will only cancel this Agreement if the Event Outside Our Control continues for longer than four weeks, in which case such cancellation shall have immediate effect.