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    Terms

Last revised 18th November 2015

Terms and Conditions

These terms and conditions (the ” Terms “) govern your access to and use of our websites, applications, and services. By accessing or using the Site and agreeing to us providing the Services to you, you are agreeing to these Terms and the conclusion of a legally binding contract with us.

Whether you are simply browsing, using this Site or purchasing Services, your use of this Site and Services is your acceptance to these Terms and signifies that you have read, understood, acknowledged and agreed to be bound by these Terms, along with the relevant policies referred to in these Terms.

1. DEFINITIONS

1.1 In these Terms, the following definitions apply:

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

Business Hours” means 8:00 a.m. – 5:00 p.m. Monday through to Friday.

Contract” means the contract between us and you for the supply of Services in accordance with these Terms.

Deliverables” means the deliverables set out in the Order produced by us for you.

Fees” means the fees payable by you for the provision of our Services set out in the Order.

Order” means your order for Services as set out in your purchase order form or your written acceptance of a quotation by us as the case may be.

Services” means the services, including any Deliverables, to be provided by us to you pursuant these Terms. “Site” means owl.london and its subpages.

You” and “your” refer to you as (i) a customer and purchaser of our Services (whether a person or firm) and (ii) a user of the Site.  A “user” is someone who accesses, browses, crawls, scrapes, or in any way uses or registers to use the Site.

We”, “us”, and “our” refer to Owl Websites Ltd, a private limited company incorporated in England and Wales under company number 08746409 which has its registered address at Second Floor, Berkeley Square House, Berkeley Square, London, W1J 6BD.

2. CHANGES TO THESE TERMS 

2.1 We may amend these Terms from time to time. The most current version of these Terms will be located here. Please look at the top of this page to see when these Terms were last updated. You understand and agree that (i) your access to or use of the Site and (ii) the provision of our Services to you are governed these Terms.

2.2 If we make material changes to these Terms, we will notify you by email or by indicating at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding to you. Any such modification will be effective upon our posting of new Terms. You understand and agree that (i) your continued access to or use of the Site and (ii) the provisions of our Services to you after the effective date of modifications to the Terms indicates your acceptance of the modifications.

2.3 We may revise these Terms from time to time to reflect changes in relevant laws and regulatory requirements.

3. BASIS OF CONTRACT

3.1 The Order constitutes an offer by you to purchase Services in accordance with these Terms.

3.2 The Order shall only be deemed to be accepted when we issue written acceptance of the Order (an “Order Confirmation“) at which point and on which date the Contract shall come into existence (the “Commencement Date”).

3.3 You will have a period of seven (7) days from the Commencement Date to check the full terms and details of the Contract. If you decide that you no longer want to receive the Services, then you must notify us that you no longer wish to continue during this seven (7) day period by telephoning our Customer Services Team during Business Hours on 020 3369 2810.

3.4 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in the Contract.

3.5 Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained on our Site, in our catalogues or brochures, 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.

3.6 These Terms apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.7 Any quotation given by us shall not constitute an offer, and is only valid for a period of [20] Business Days from its date of issue.

GENERAL TERMS FOR THE SUPPLY OF SERVICES

4. GENERAL TERMS FOR THE SUPPLY OF SERVICES 

4.1 We shall supply the Services to you in accordance with this term 4 and the following further specific Services terms shall apply as applicable:

4.1.1 for hosting Services the provisions of term 5 below;

4.1.2 for domain hosting Services the provisions of term 6 below;

4.1.3 for website Services in accordance the provisions of term 7 below; and

4.1.4 for SEO Services in accordance the provisions of term 8 below.

4.2 You shall:

4.2.1 ensure that the terms of the Order are complete and accurate;

4.2.2 co-operate with us in all matters relating to the Services; and

4.2.3 provide us with such information and materials as we may reasonably require in order to supply the Services to you, and ensure that such information is accurate in all material respects.

4.3 If our performance of any of the Services is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (including, but not limited to, payment of the Fees) (a “Customer Default“):

4.3.1 we shall without limiting our other rights or remedies have the right to suspend

4.3.2 we shall not be liable for any costs or losses sustained or incurred by you arising performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any Services to the extent the Customer Default prevents or delays our performance of any Services; directly or indirectly from our failure or delay to perform any of the Services as set out in this term 4.3; and

4.3.3 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.

4.4 We will provide you with an expected completion date for the Services if requested. We will use reasonable endeavours to meet any given deadline, but do not guarantee and are not bound in any way to complete the Services by this date. The expected completion date provided by us is purely an estimate and we cannot be held to this. Time shall not be of the essence for performance of the Services.

4.5 We shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services, and we shall notify you in any such event.

Availability

4.6 Subject to the terms and conditions of this Agreement these Terms and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Services we offer on a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this Site and the Services may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.

4.7 We cannot guarantee that the functions contained within any web page (or part of your website design), will always be error free, and therefore the company will not be liable in any way whatsoever to you for any third party damages, including lost profits, lost savings, or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages, even if you have advised us of the possibilities of such damages.

User Accounts

4.8 In order to access some of the features of this Site or use some of the Services, you will have to create an account and provide certain information about yourself. You are solely responsible for the activity that occurs on your account, whether authorised by you or not, and you must keep your account information secure, including, without limitation to, your customer login, password, payment method(s). You agree to notify us immediately of any unauthorised use of your account. We reserve the right to close your account at any time for any or no reason.

Terms for Owl Hosting Services

HOSTING

5. Terms for Owl Hosting Services

5.1 In this term, the following terms apply:

Contract Type: Annual.

Payment Method: Direct Debit or Stripe (recurring debit card payment) only.

Payment Terms: You must pay the Fees on a yearly or monthly basis as agreed in your Order.

5.2 We will host a website if you require us to do so and on receipt of full payment of our hosting Fees. In doing so, we will endeavour to provide a reliable and professional service to the you at all times but do not guarantee that the website hosting will be available at all times, especially in the event of a technical failure beyond our control. We are not liable for loss, damage or corruption to files or information stored on its servers or individual PCs relating to your website. You are solely responsible for any information or files relating to your website.

5.3 Hosting Service Uptime Guarantee

We offer a hosting service uptime guarantee of 99.9% (the “Service Uptime Guarantee“) of available time per month. If we fail to maintain this Service Uptime Guarantee in a particular month (as solely determined by us), you may contact us and request a credit of 5% of your monthly hosting Fees for that month. The credit may be used only for the purchase of further Services from us, and is exclusive of any applicable taxes. The Service Uptime Guarantee does not apply to service interruptions caused by: (1) periodic scheduled maintenance or repairs we may undertake from time to time; (2) interruptions caused by you from custom scripting, coding or the installation of third-party applications; (3) outages that do not affect the appearance of your website but merely affect access to your website such as FTP and email; (4) causes beyond our control or that are not reasonably foreseeable; and (5) outages related to the reliability of certain programming environments.

Supplementary Hosting Service Terms

We offer an FTP Backup option for an extra fee. You acknowledge and agree that purchasing FTP Backup may require additional down time to install and maintain. You further acknowledge and agree that in utilising the FTP Backup option, you shall be subject to a maximum disk space and bandwidth usage according to the plan you purchase.

Terms for Domain Hosting Services

DOMAIN

6. Terms for Domain Hosting Services

6.1 In this term, the following terms apply:

Contract Type: Annual.

Payment Method: Direct Debit, Stripe (reoccurring debit card payment) or bank transfer.

6.2 The domain Services are limited to forwarding the application for registration to the relevant naming authority, providing reasonable administration services in relation to the application and notifying the result of the application to you within a reasonable period after communication from the authority. We will use reasonable endeavours to notify you of any renewal dates however we accept no liability for the loss of registration of any requested domain. We may from time to time change the registrar that a requested domain is held with, at its discretion and without notice to you.

Supplementary Domain Hosting Service Terms

6.3.1 We will be the legal owner of the domain name.

6.3.2 If you request to have details changed or the domain transferred elsewhere, we will do this within a reasonable time frame. An administration fee of £175 will be charged, which must be paid before the transfer takes place.

Terms for Websites Services

WEBSITES

7. Terms for Website Services

7.1 In this term, the following terms apply:

Contract Type: 3 months.

Payment Method: Direct Debit, Stripe (reoccurring debit card payment) or bank transfer.

Deposit: You must pay the first deposit instalment in full, prior to us commencing any work on your website. The remainder of the Fees will be due as soon as you are notified of completion of your website. All deposits are non-refundable.

7.2 Use of third party Services in websites:

7.2.1 We may purchase and install themes, scripts and other material for your website from third parties on your behalf. If this is the case you are governed by their terms and conditions. We provide a service; we do not take ownership of the items or get any rights to use the items other than paying a price to an author for the right to use that item. The items we build are owned by you and not by us.

7.2.2 The following third party services are currently used by us in the provision of website Services: http://themeforest.net/licenses/terms/regular 

7.3 Supplementary Website Service Terms

7.3.1 3. By purchasing a website from us, you acknowledge and agree that, we will own the domain name.

7.3.2 We will only commence Services after receipt of a non -refundable, deposit of the quoted Fee from you. Payment terms may differ from project to project and these should be made clear to you in the Order. The project will be switched to live once the remaining Fee balance is paid in full. Change requests may be applied only where there is prior request and approval.

7.3.3 The non-refundable deposit paid to us covers the cost of design work carried out as well as any admin work and communication withus.

7.3.4 Should you wish to transfer data away from us, an administration fee of £175 admin charge will be charged, which must be paid before the transfer takes place.

SPEED OF WEBSITE

7.4 Speed of Website

Before a website is set live, we endeavour to test the speed of the site. All tests are done with real web browsers, so the results match the end-user experience exactly. We use a variety of instances of Google’s Chrome Web Browser to load websites, record performance data, and so on. Tests are done from our dedicated servers using google speed developers. There are many external effects on website speed that are out of our control, we cannot be held responsible for the speed and load time of customer’s website.

BROWSER TESTING

7.5 Browser Testing

We test all our websites with the latest version of browsers only. If you require websites that are developed for older versions of a particular browser you must let us know before the order is confirmed and invoiced.

7.6 Website Content

7.6.1 We have no control of, or responsibility for, the content and imagery on your website. All images displayed on your website will only be used after authorisation by you, and are your sole responsibility regarding usage and copyright. Should any legal issues or claims arise from the content or copyright of any images supplied by you or us, they will be your sole responsibility.

7.6.2 You will own all rights in to your website data, images and content and you are solely responsible for ensuring the legality, reliability, integrity, accuracy and quality of your data.

7.6.3 Some of our Services give you the option to use third party tools, widgets or content, for example Google Maps. If you use or add third party tools, widgets or content then you agree that this use is subject to the terms and conditions of those third parties and that we are not responsible for the performance or non- performance of any third party tools, widgets or content.

Terms for SEO Service

SEO

8. Terms for SEO Service

8.1 In this term, the following terms apply:

Contract Type: Annual or Biannual as agreed in your Order.

Payment Method: Direct Debit or Stripe (recurring debit card payment).

Payment Terms: You must pay the Fees on a monthly recurring basis for maintenance. The first payment will be due as soon as a copy of the invoice has been sent to you. No work shall be carried out until this payment is received.

8.2 Search engines change their algorithms regularly, which can result in fluctuations in your search ranking positions. We will not be held responsible for these fluctuations or if an algorithm change results in dramatic changes to your website rankings. We do not guarantee increase in rankings for any keywords in Google or increases in visitors. We cannot guarantee any leads from, or responses to, SEO campaigns.

8.3 We cannot guarantee that your SEO web pages will be indexed by any search engines or that your SEO web pages will appear in any particular position in any search engine results; and our past performance is not indicative of any future results you may experience.

8.4 Supplementary Service Terms

Monthly campaign payments are non-refundable.

PAYMENT

9. Payment

9.1 You shall pay each invoice submitted by the Supplier within the number of days specified on the invoice and in full and in cleared funds to the bank account specified on the invoice and time for payment shall be of the essence of the Contract.

9.2 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

9.3 If you fail to make any payment due to us under the Contract by the due date for payment then:

9.3.1 The Deliverables will remain our property until paid for in full.

9.3.2 You shall pay interest on the overdue amount at the rate of 4% per cent per annum above the Bank of England’’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount; and

9.3.3 We reserve the right to commence legal proceedings or consult with debt collection agencies to seek payment on our behalf and in such circumstances you shall be liable for any and all additional administrative and/or court costs.

9.4 An overdue balance of more than 30 days will result in a cancellation by us of all services until such time as the total overdue balance on your account has been paid in full.

CANCELLATION OR TERMINATION

10. Cancelation or Termination 

10.1 Following the cancellation of the Contract, you will no longer be able to access or use those Services and any account that you hold with us may be deactivated or deleted. We are not responsible for storing your data or your content following cancellation of the Services for any reason. You acknowledge that it is your responsibility to back up your data and your content if you want access to it following cancellation. We will not be liable to you for any loss you may suffer as a result of the termination of the Contract.

10.2 You are responsible for taking action prior to automatic renewal if they do not want the subscription to renew automatically. You must contact hello@www.temp.owl.london within one month of the yearly or biannual subscription ending, to cancel the subscription, after this period the subscription will automatically renew. You might not receive further notice of your renewal after signing up for an account or subscription.

10.3 On termination of the Contract for any reason you shall immediately pay to us all of the outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.

COOKIES

11. Cookies

Like most websites our website uses cookies to enable us to retrieve user details for each visit. Cookies are used in some areas of our site to enable the functionality of this area and ease of use for those people visiting. Some of our affiliate partners may also use cookies.

LINKS TO THIS WEBSITE

12. 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

13. 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 and 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. We will not accept any responsibility for any loss or damage in whatever manner, however caused, resulting from your disclosure to third parties of personal information.

COPYRIGHT NOTICE

14. Copyright notice We are the owner or the licensee of all intellectual property rights in our Site and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

COMMUNICATION

15. Communication

15.1 We have several different email addresses for different queries. These, and other contact information, can be found on our Contact Us link on our website.

15.2 If you wish to give us formal notice of any matter in accordance with these Terms then the following shall apply:

15.2.1 Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.

15.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; 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 if sent by e-mail, one Business Day after transmission.

15.2.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

15.2.4 The provisions of this term shall not apply to the service of any proceedings or other documents in any legal action.

FORCE MAJEURE

16. Force Majeure

Neither party shall be liable to the other for any failure to perform any obligation under these Terms, 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 for Services entered into, nor which could have been reasonably foreseen. Any party affected by such event shall inform the other party of the same and shall use all reasonable endeavours to comply with these Terms.

NON-SOLICITATION

17. Non-solicitation 

17.1 You shall not, without our prior written consent, at any time from the Commencement Date until the expiry of 12 months after the last date on which we supply the Services, solicit or entice away from us or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of us in the provision of the Services to you.

17.2 Any consent given by us in accordance with the above term shall be subject to you paying to us a sum equivalent to 25% of the then current annual remuneration of that employee, consultant or subcontractor or, if higher, 25% of the annual remuneration to be paid by you to that employee, consultant or subcontractor.

WAVIER

18. Waiver

A waiver of any right under these Terms or law 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 provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

SEVERANCE

19. Severance

19.1 If any provision or part-provision of these Terms 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 to or deletion of a provision or part-provision under this term shall not affect the validity and enforceability of the rest of these Terms.

19.2 If one party gives notice to the other of the possibility that any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

GOVERNING LAW AND JURSIDICTION

20. Governing Law and Jurisdiction 

20.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

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