Terms of Business

Terms of Service

These Terms of Service (“Terms”) apply to the provision of services by Logistics Marketing Ltd (the “Supplier”, “we” or “us”) to any individual or entity (the “Client” or “you”) via our website and related platforms. By engaging with our services, you agree to these Terms.

Contents

Interpretation
Term and Basis of Agreement
Supply of Services
Hosting and Maintenance
Client’s Obligations
Charges and Payment
Intellectual Property Rights
Data Protection and Data Processing
Confidentiality
Limitation of Liability
Termination
Consequences of Termination
Force Majeure
General
Contact

1. INTERPRETATION

The following definitions and rules of interpretation apply in these Terms.

1.1 DEFINITIONS

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

Client: the person or firm who purchases the Services from the Supplier.

Client Default: has the meaning given in Clause 5.2.

Commencement Date: has the meaning given in Clause 2.1.

Contract: the contract between the Supplier and the Client for the supply of Services, made up of the Proposal and these Terms.

Data Controller, Data Processor, Data Subject, Personal Data and Processing: have the meanings given in the Data Protection Legislation. Personal Data relates only to personal data for which the Client is the Data Controller and in relation to which the Supplier is providing Services under the Contract.

Data Protection Legislation: the UK GDPR, the Data Protection Act 2018 and any other applicable data protection law in force from time to time.

Deliverables: all works produced by the Supplier for the Client under the Contract, including websites, copy, designs, images and digital assets.

Force Majeure Event: has the meaning given in Clause 13.

Initial Term: the minimum term stated in the Proposal, starting on the Commencement Date. If no minimum term is stated, there is no Initial Term.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Launch Date: the date a website built by the Supplier is first made publicly available on the Client’s domain.

Order: the Client’s order for the supply of Services, as set out in the Client’s acceptance of the Supplier’s Proposal.

Proposal: a detailed written proposal from the Supplier to the Client outlining the Services to be supplied, the Charges and any payment plan.

Services: the services to be provided by the Supplier under the Contract, as set out in the Proposal, including any hosting and maintenance.

Subscription: a payment made on a monthly basis to receive agreed Services.

1.2 INTERPRETATION

(a) Clause and paragraph headings shall not affect the interpretation of the Contract.

(b) A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

(d) A reference to a statute or statutory provision is a reference to it as amended or re-enacted, and includes all subordinate legislation made under it.

(e) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(f) A reference to writing or written includes email.

2. TERM AND BASIS OF AGREEMENT

2.1 The Order shall be deemed to be accepted, and the Contract shall come into existence (the Commencement Date), on the earliest of: the Client signing the Contract for Services; the Client confirming acceptance of the Proposal in writing (including by email); or the Client paying the deposit or first invoice.

2.2 The Proposal forms part of the Contract. If the Proposal and these Terms conflict, the Proposal takes priority for that Contract.

2.3 Where the Proposal includes a Subscription, it continues for the Initial Term and then on a monthly rolling basis until terminated under Clause 11. One-off Services, such as a website build, end on completion. Hosting renews as set out in Clause 4.

2.4 Legal title to all Deliverables, including but not limited to websites, digital assets, content and related materials, remains with the Supplier until full payment is received. Upon final payment, ownership transfers to the Client.

2.5 No other terms shall apply, including any imposed by the Client, unless agreed in writing. These Terms supersede any other contract or agreement between the parties and exclude any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6 Any Proposal given by the Supplier shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.

3. SUPPLY OF SERVICES

3.1 The Supplier shall provide the Services set out in the Proposal using reasonable skill and care.

3.2 The Supplier will retain control and ownership of all Deliverables until paid in full.

3.3 Service delivery timelines are estimates. Time shall not be of the essence.

3.4 The Supplier may make reasonable amendments to the Services to comply with law or enhance quality.

3.5 The Supplier reserves the right to showcase completed work for promotional use even after ownership transfer.

3.6 Additional services or revisions beyond those stated in the Proposal will be chargeable.

3.7 The Supplier will use reasonable skill and care to improve the Client’s search visibility, but does not guarantee any ranking, traffic, enquiry or other result.

3.8 For website builds, the Supplier provides support for one month from the Launch Date, unless the Proposal states otherwise. The Supplier aims to reply to requests within two Business Days but does not guarantee response times.

4. HOSTING AND MAINTENANCE

4.1 Where the Proposal includes hosting, the Supplier will host the website on an account it holds with a third-party hosting provider.

4.2 Hosting is free of charge for the period stated in the Proposal, or for 12 months from the Launch Date if no period is stated. Hosting then renews annually at the fee stated in the Proposal, invoiced in advance, unless either party gives 30 days’ written notice before the renewal date.

4.3 Hosting and maintenance include the items set out in the Proposal. Changes to content, design or functionality are not included and will be chargeable under Clause 3.6.

4.4 Where the Charges are paid by instalments, the website will be hosted by the Supplier until all Charges are paid in full. The website will only be transferred to hosting nominated by the Client once full payment has been received.

4.5 Once full payment has been received, the Supplier will, on written request, provide a complete copy of the website or transfer it to hosting nominated by the Client, on the terms set out in the Proposal.

4.6 Unless the Proposal states otherwise, the Client remains responsible for its domain name registration, DNS records and email services.

4.7 The Supplier relies on third-party providers for hosting and does not guarantee uninterrupted availability. The Supplier will use reasonable endeavours to restore service promptly after any interruption.

4.8 Third-party software, plugins, fonts and images used in the Services may be licensed to the Supplier. These licences are provided for as long as the Supplier hosts or maintains the website. On transfer, the Client is responsible for obtaining its own licences where required, unless the Proposal states otherwise.

5. CLIENT’S OBLIGATIONS

5.1 The Client shall:

(a) provide complete and accurate information to the Supplier so that it can provide the Services;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is complete and accurate in all material respects;

(d) provide the Supplier with their logo, branding or other required marketing collateral at the start of the Contract, before work can begin (unless the Supplier is instructed to provide these, in which case the Client will approve any created works before they are used in further works);

(e) provide the Supplier with any images, or photographs of any persons, that the Client requires to be included in the works;

(f) approve any drafts within seven days of them being provided by the Supplier;

(g) provide feedback within seven days of receiving the works;

(h) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start, including for any materials the Client supplies;

(i) comply with all applicable laws, including health and safety laws;

(j) accept that the Supplier cannot be held responsible for the quality of any images the Client wishes to use which are scanned from printed materials;

(k) test the website, software or app for functionality within the timeframe specified, when instructed to do so by the Supplier;

(l) maintain regular contact (in writing and/or by telephone) with the Supplier, and understand that failure to do so and supply requested information within a 21-day period shall result in the Supplier requesting payment for the project in full;

(m) check and confirm the factual accuracy of all content, including any accreditations, authorisations and services described, before approving it. Once approved, responsibility for the accuracy of that content rests with the Client.

5.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Client or the Client’s agents, subcontractors or employees, or by failure of the Client to perform any relevant obligation (Client Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier may suspend performance of the Services until the Client remedies the Client Default, and 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 that performance;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Clause 5.2;

(c) the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

6. CHARGES AND PAYMENT

6.1 The Charges for the Services are as stated in the Proposal and are payable as follows, unless the Proposal states otherwise:

(a) an advance payment of 50% of the value of the Order; and

(b) the balance, or the monthly Subscription for the remainder of the Contract, as set out in the Proposal.

6.2 Where the Proposal sets out a payment plan, the deposit and instalments shown in the Proposal apply instead of Clause 6.1. If the Client is able to pay early, they may be eligible for discounts as outlined in the Proposal.

6.3 The Supplier reserves the right to increase the price of any Subscription or hosting renewal. Any such increase will be notified by the Supplier at least 30 days before it takes effect.

6.4 The Client shall pay each invoice submitted by the Supplier in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

6.5 All amounts payable by the Client under the Contract are exclusive of Value Added Tax (VAT). Where any taxable supply for VAT purposes is made under the Contract, the Client shall, on receipt of a valid VAT invoice, pay the VAT chargeable at the same time as payment is due for the Services.

6.6 If the Client fails to make a payment due under the Contract by the due date, then, without limiting the Supplier’s remedies under Clause 11, the Client shall pay interest on the overdue sum from the due date until payment, whether before or after judgment. Interest will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

6.7 If the Client fails to pay any arrears owed under the Contract within 30 days of the due date, the Supplier reserves the right to suspend the Services, including hosting of the website, until any outstanding payments have been made.

6.8 The Client agrees to pay any and all legal costs, fees and disbursements incurred by the Supplier in instructing debt recovery agents or legal representatives to recover outstanding sums owed under the Contract.

6.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials supplied by the Client) shall be owned by the Supplier until transferred under Clause 7.2.

7.2 During the term of the Contract, and provided all payments are up to date, the Supplier grants the Client a non-exclusive licence to use the Services and Deliverables. Once payment has been received in full, the Supplier will transfer the Intellectual Property Rights in the Deliverables to the Client, except for third-party licences, which are dealt with under Clause 4.8.

7.3 The Client grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Supplier for the term of the Contract, for the purpose of providing the Services.

8. DATA PROTECTION AND DATA PROCESSING

8.1 For the purposes of the Data Protection Legislation, the Client is the Data Controller and the Supplier is the Data Processor in respect of any Personal Data.

8.2 The Supplier shall process the Personal Data only in accordance with the Client’s instructions from time to time, and shall not process it for any purposes other than those expressly authorised by the Client.

8.3 The Supplier will take all reasonable measures to meet its obligations under Articles 30 and 32 of the UK GDPR, taking into account the information the Data Controller has made available to it.

8.4 The Supplier shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.

8.5 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.

8.6 The Supplier warrants that, having regard to the state of technological development and the costs of implementing any measures, it will:

(a) take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data, and against its accidental loss, destruction or damage, to ensure a level of security appropriate to:

(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

(ii) the nature of the data to be protected;
(b) take reasonable steps to ensure compliance with those measures.

8.7 The Client authorises the Supplier to use subcontractors, including hosting and software providers, to process Personal Data, provided they are bound by data protection obligations substantially the same as those in this Clause 8.

8.8 The Supplier relies on the Client for direction as to the extent to which it may use and process the Personal Data. The Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission of the Supplier, to the extent that it resulted directly from the Client’s instructions.

9. CONFIDENTIALITY

9.1 Each party undertakes that it shall not at any time during the Contract, and for five years after its termination, disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party, except as permitted by Clause 9.2.

9.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know it to carry out the party’s obligations under the Contract. Each party shall ensure that anyone it discloses the information to complies with this Clause 9; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

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

10. LIMITATION OF LIABILITY

10.1 Nothing in the Contract shall exclude or in any way limit:

(a) either party’s liability for death or personal injury caused by its own negligence or the negligence of its employees, agents or subcontractors;

(b) either party’s liability for fraud or fraudulent misrepresentation; or

(c) liability under section 2 of the Supply of Goods and Services Act 1982, or any other liability which cannot be excluded by law.

10.2 Subject to Clause 10.1, the Supplier shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill;

(g) any loss, claim or action arising from images supplied by the Client;

(h) any loss arising from website downtime;

(i) any loss, damages or claim arising from a copyright infringement due to any copy or content supplied or approved by the Client, liability for which will rest with the Client;

(j) any security breach or loss of data caused by third parties (details of the third party will be supplied to the Client on request); and

(k) any indirect or consequential loss.

10.3 Subject to Clause 10.1, the Supplier’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to the total Charges paid by the Client under the Contract.

10.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and 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.

10.5 All claims against the Supplier must be brought within one year after the cause of action arises, and the Client waives any longer limitation period, to the extent permitted by law.

10.6 This Clause 10 shall survive termination of the Contract.

11. TERMINATION

11.1 Either party may terminate the Contract with 30 days’ written notice. If the Client ends the Contract before the end of the Initial Term, or before all Charges for a one-off Service or payment plan are paid, the Client must either:

(a) pay the remainder in full to retain the work; or

(b) end the Services and allow the Supplier to retain ownership of the work.

11.2 The Supplier may terminate the Contract with seven days’ written notice for:

(a) a material breach by the Client which is not remedied within 72 hours of written notice;

(b) non-payment; or

11.3 The Client may terminate the Contract with seven days’ written notice for:

(a) a material breach by the Supplier which is not remedied within 72 hours of written notice; or

(b) the Supplier’s insolvency.

11.4 The Services may be suspended for non-payment or insolvency.

12. CONSEQUENCES OF TERMINATION

12.1 On termination of the Contract:

(a) the Client shall immediately pay all of the Supplier’s outstanding unpaid invoices, including for all work carried out up to termination, the remainder of any contracted monthly period, and interest. For Services supplied but not yet invoiced, the Supplier shall submit an invoice, which shall be payable immediately on receipt;

(b) the Client shall return all of the Supplier’s 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 the Contract.

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

12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.

13. FORCE MAJEURE

Neither party shall be liable for failure to perform, nor be deemed to be in default under the Contract, for any delay or failure in performance resulting from causes beyond its reasonable control (a Force Majeure Event), including acts of God, acts of governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, accident, epidemics, pandemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, power failure, or failure of a third-party hosting or software provider.

14. GENERAL

14.1 Assignment and Other Dealings

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

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

14.2 Notices

(a) Any notice given under or in connection with the Contract shall be in writing and delivered by hand or by pre-paid first-class post or other next working day delivery service at the party’s principal place of business, or sent by email to chris@logistics-marketing.com (for the Supplier) or to the email address given by the Client.

(b) A notice is deemed received: if delivered by hand, on signature of a delivery receipt or when left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by email, at 9.00 am on the next Business Day after transmission.

14.3 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion under this clause shall not affect the validity and enforceability of the rest of the Contract.

14.4 Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy shall not constitute a waiver of it, nor prevent or restrict its further exercise. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.5 No Partnership or Agency

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

14.6 Entire Agreement

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

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

14.7 Third Parties’ Rights

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

14.8 Variation

Except as set out in these Terms, no variation of the Contract shall be effective unless agreed in writing by the parties (or their authorised representatives), including by email.

14.9 Governing Law

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

14.10 Jurisdiction

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

15. CONTACT

For any questions relating to these Terms, please contact chris@logistics-marketing.com.