3.0 - MEET THE TEAM
1 - Website and Service Terms
1.2 - The following forms our agreement with you:
(b) the Service Terms;
(c) any additional terms and conditions on our Website in relation to specific products or services; and
(d) our quote Letter (if any).
2.0 - WHO WE ARE
2.1 - OUTSTANDING VALUE
2.2 - CREATIVITY
2.3 - COLLABORATION
2.1 - OUTSTANDING VALUE
2.2 - CREATIVITY
2.3 - COLLABORATION
2.1 - OUTSTANDING VALUE
Digital Edge understands business needs, we discover your issues and create valuable solutions, assuring you keep striving and thriving.
2.2 - CREATIVITY
Our team offers unique ideas, skilled designers and marketing guidance because we understand the importance of being distinctive to the right audience.
2.3 - COLLABORATION
It all starts with a conversation. Digital Edge provides guidance throughout, working together towards the common goal of your success.
2 - Accessing the Website
2.2 - Your use of parts of the Website (including those parts of the Website which are accessible to users of the public) also may be subject to disclaimers or additional terms and conditions.
2.3 - We may in our sole and absolute discretion, for any reason or no reason, and without notice:
(a) alter or withdraw any functionality on the Website;
(b) withdraw or suspend your access to all or any part of the Website and your account (if you have created an account);
(c) monitor your use of the Website;
(d) subject to any applicable laws, treat any material that you transmit or display as non-confidential and non-proprietary; and
(e) edit or remove any material that you have may have uploaded, posted, emailed or otherwise transmitted to the Website.
3 - Your obligations as a user of the Website
3.1 - You agree to comply with the following:
(b) access and use of the Website is limited, non-transferable and allows for the use of the Website by you for the purposes of DIGITAL EDGE providing the Services;
(c) you will not use the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of DIGITAL EDGE;
(d) you will not use the Website for any illegal and/or unauthorised use which includes collecting email addresses of other users by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
(e) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of your access; and
(f) you acknowledge and agree that any automated use of the Website is prohibited.
4 - Website Copyright and Intellectual Property
4.1 - The material on the Website is protected by copyright under the laws of England, The United Kingdom and through international treaties. Unless otherwise indicated, all rights (including but not limited to rights in the text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) are owned and are reserved to DIGITAL EDGE.
4.2 - All trademarks, service marks and trade names are owned, registered and/or licensed to DIGITAL EDGE, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a user to:
(b) copy and store the Website and the material contained in the Website in your device's cache memory; and
(c) print pages from the Website for your own personal and non-commercial use.
4.3 - DIGITAL EDGE does not grant you any other rights whatsoever in relation to the Website or the Services unless otherwise agreed. All other rights are expressly reserved to DIGITAL EDGE.
4.4 - DIGITAL EDGE retains all rights, title and interest in and to the Website and all related Services. Unless otherwise agreed, nothing you do on or in relation to the Website will transfer any:
(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process),
4.6 - All material and content posted or submitted by you on the Website, is your intellectual property. However, you grant a free and irrevocable licence in perpetuity to DIGITAL EDGE and its assigns and successors to use any part or the whole of any intellectual property, in any form, for any purpose it deems fit, including for advertising and marketing of the Website or any other products and services offered by DIGITAL EDGE, its related bodies corporate, partners, advertisers, suppliers or contractors.
STANDARD TERMS OF SERVICE
6 - General Disclaimer
6.1 - Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of DIGITAL EDGE make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of DIGITAL EDGE) referred to on the Website. includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
(c) costs incurred as a result of you using the Website, the Services or any of the products of DIGITAL EDGE; and
(d) the Services or operation in respect to links which are provided for your convenience.
5 - Privacy
7 - Termination of access
(b) DIGITAL EDGE is required to do so by law;
(c) the provision of the Website to you DIGITAL EDGE is, in the opinion of DIGITAL EDGE, no longer commercially viable.
8 - Indemnity
8.1 - You agree to indemnify DIGITAL EDGE, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your use of the Website;
(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
9 - Cookies and other user tracking
9.1 - When a user visits our website, we may collect certain information such as browser type, operating system, website visited immediately before coming to our site, etc. This information is used in an aggregated manner to analyse how users use our site, such that we can improve our service.
9.4 - Our website may from time to time have links to other websites not owned or controlled by us. These links are meant for users’ convenience only. Links to third party websites do not constitute sponsorship, endorsement or approval of these websites. Please be aware that we are not responsible for the privacy practices of other such websites. We encourage users to be aware, when they leave our website, to read the privacy statements of each and every website that collects personally identifiable information.
11 - Links and Advertising
11.1 - DIGITAL EDGE has not reviewed the sites linked to or from the Website or third party advertising. All links and advertising provided are for your convenience only, and DIGITAL EDGE is not responsible for the content of any such linked site or advertising. The inclusion of any link or advertising does not imply endorsement by DIGITAL EDGE of the site. Use of any such linked website or advertising is at the user's own risk.
12 - Application of the Service Terms
12.1 - The Service Terms in clauses 12 to 19 inclusive only apply if you engage us to provide you with Services.
12.2 - These Service Terms are subject to the Quote / Estimate Letter, which will take precedence to the extent of any conflict.
13 - Application of the Service Terms
13.1 - DIGITAL EDGE will provide the Services to you in consideration for you paying the Fees as set out on our Website or any Estimate Letter.
13.2 - You may choose to purchase Services at an hourly rate from our Website via the provided functionality. If you purchase Services via our Website, you agree to these Service Terms.
13.3 - DIGITAL EDGE will perform the Services in a diligent and professional manner and in accordance with your instructions or any Engagement Letter.
13.4 - DIGITAL EDGE will take all reasonable steps to complete the Services by the Completion Date if provided on the estimate letter.
13.5 - DIGITAL EDGE will ensure that it, and any employee or sub-contractor has all the requisite skills and training to perform the Services.
13.6 - Unless agreed or set out in any Engagement Letter DIGITAL EDGE will provide all the tools and equipment necessary to provide the Services.
13.7 - DIGITAL EDGE will perform the Services at its own premises or at the location set out in any Engagement Letter.
14 - Fees & Payment
14.1 - In consideration of the provision of the Services in accordance with this agreement, you will pay DIGITAL EDGE the Fees.
14.2 - You acknowledge that the Fees are exclusive of any Value Added Tax (VAT) that may be charged by DIGITAL EDGE to you, and therefore, DIGITAL EDGE will be entitled to add on VAT, if applicable.
14.3 - Unless otherwise specified, Fees are payable as follows:
(a) 50% of the estimated Fees when you order the Services; and
(b) the balance at the completion of the Services, within 14 days from the receipt of an invoice from DIGITAL EDGE.
14.4 - Late payments of Fees will be charged at the UK "Stauatory Interest" charge
14.5 - Fees do not include third party costs and charges including but not limited to domain registration fees, premium applications, web hosting, stock photography which You agree to pay for, and indemnify DIGITAL EDGE.
15 - Your obligations under the Service Terms
15.1 - During performance of the Services, you will:
(a) co-operate with DIGITAL EDGE and DIGITAL EDGE’s employees, sub-contractors and agents as DIGITAL EDGE reasonably requires;
(b) provide such information, documentation and access to systems (including login and password information) that DIGITAL EDGE reasonably requires;
(c) permit DIGITAL EDGE to create and make such alterations to your website, social media accounts and content and other third party accounts, as required for the provision of the Services;
(d) secure the right to use any intellectual property required to be used by DIGITAL EDGE in connection with the Services;
(e) review, check and approve all material produced in connection with the Services before it is published;
(f) ensure that your staff and agents cooperate with and assist DIGITAL EDGE;
(g) provide DIGITAL EDGE with reasonable instructions and the requirements set out in any Engagement Letter; and
(h) unless otherwise agreed, you will not charge for DIGITAL EDGE's use of the requirements set out in the Engagement Letter made available by you.
15.3 - You acknowledge and agree that any delay or breach of any of your obligations under this agreement will affect the delivery of the Services and DIGITAL EDGE shall not be liable for any loss or damage that occurs as a result.
15.2 - You will, prior to the commencement of the Services, inform DIGITAL EDGE in writing, of legal, regulatory or third-party intellectual property requirements that govern or restrict the use of any material directed to be used or likely to be used in the course of the Services. You indemnify DIGITAL EDGE for any breach of these legal, regulatory or intellectual property requirements.
16 - Confidentiality
16.1 - Each Party must keep the other Party’s Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality.
16.2 - The Parties acknowledge that information resulting from the activities of the Consultant pursuant to this agreement will also be regarded as Confidential Information.
16.3 - The receiving Party’s obligations in relation to the Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by the disclosing Party:
16.4 - At the Termination Date, or when earlier directed by the disclosing Party:
(i) all Confidential Information must be returned to the disclosing Party, including all copies of the Confidential Information or any extracts or summaries of the Confidential Information that the receiving Party makes; and
(ii) the receiving Party must erase and destroy any copies of any software containing or comprising the Confidential Information in the receiving Party’s possession or under the receiving Party's control or that may have been loaded onto a computer possessed or controlled by the receiving Party.
16.5 - The Confidential Information does not include information which:
(i) is generally available in the public domain otherwise than as a result of a breach of clause 16(a) by the receiving Party; or
(ii) was known by the receiving Party prior to the disclosing Party disclosing the information to the receiving Party.
16.6 - The receiving Party agrees to indemnify the disclosing Party fully against all liabilities, costs and expenses which the disclosing Party may incur as a result of any breach of this clause 16 by the receiving Party.
16.7 - The receiving Party acknowledges that damages may be an inadequate remedy for breach of this clause 16 and that the disclosing Party may obtain injunctive relief against the receiving Party for any breach of this clause 16.
16.8 - The obligations accepted by the receiving Party under this clause 16 survive termination or expiry of this agreement.
17 - Intellectual Property
17.1 - Where a licence or any other authorisation is required for you to own, possess, use or resell any deliverable as set out in the Engagement Letter (“Deliverable”) or any other aspect of the Services, DIGITAL EDGE shall unless otherwise stated in the Engagement Letter, at no additional cost to you, procure an irrevocable licence (on a non-exclusive and transferable basis) for you to own, possess, use and resell each Deliverable on an unrestricted basis.
17.2 - DIGITAL EDGE will ensure that the provision by DIGITAL EDGE, and the receipt and use by you, of any Service or Deliverable will not in any way infringe or otherwise violate any intellectual property or any other right or interest of any person.
17.3 - All intellectual property which is owned by, or is proprietary to, a party at the date of this Agreement shall remain owned exclusively by that party.
17.4 - Except as otherwise set out in the Engagement Letter, any new intellectual property which is created specifically for you as a result of, or in connection with, the provision of the Services ("New Intellectual Property") will be your absolute property and DIGITAL EDGE shall have an irrevocable non-exclusive licence to use the New Intellectual Property in perpetuity.
18 - Title and Risk
18.1 - Title to any Deliverable will pass to you on performance of the relevant Services, or when you provide payment in full for such Services and Deliverable, whichever is the later.
18.2 - Risk in each Deliverable remains with DIGITAL EDGE until completion of the relevant Services, except when a Deliverable is within your exclusive possession or control, in which case, risk shall pass to you when such Deliverable is in your exclusive possession or control, whether or not payment in full has been made.
19 - No warranty of success
19.1 - You acknowledge and agree that notwithstanding any other clause in this agreement, that:
(a) due to the nature of the Services; and
(b) without limiting the generality of (a) above, the Services are dependent on factors outside of DIGITAL EDGE’s control, environmental factors such as market conditions, competition, business performance and reputation, and customer experience,
and as such, DIGITAL EDGE cannot and does not provide any warranty, guarantee or representation that the engagement of DIGITAL EDGE or the provision of the Services will result in any commercial improvement or success in connection with your business.
20 - Limitation of Liability and the UK Consumer Rights Law
20.1 - Nothing in the agreement limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the UK Consumer Rights Law (or any liability under them) which by law may not be limited or excluded.
20.3 - Where DIGITAL EDGE is found to be liable for breach of any warranty or condition implied by statute and which it cannot lawfully exclude, DIGITAL EDGE’s liability is limited (to the extent permitted by law) at its option to the following:
(a) in the case of goods supplied or offered by it:
(i) to the supply of those goods again; or
(ii) to the payment of the cost of having those goods supplied again; or
(b) in the case of services supplied or offered by it:
(i) to the supply of the services again; or
(ii) to the payment of the cost of having services supplied again.
20.2 - Subject to this clause, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated are excluded;
(c) DIGITAL EDGE’s maximum liability shall be limited to the amount paid by you for the Services.
21 - No reliance
21.1 - You acknowledge that, in entering into this agreement, you not do so in reliance on any representation, warranty or other provision except as expressly provided in this agreement. Any conditions, warranties or other terms implied by statute or common law are excluded from this agreement to the fullest extent permitted by law.
22 - No partnership or employment relationship.
22.1 - Nothing in this agreement constitutes the relationship of employer and employee between you and DIGITAL EDGE.
23 - Governing Law and Jurisdiction
23.1 - This agreement and any dispute or claim arising out of or in connection with its 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.
24 - Severance
24.1 - If any part of this agreement is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the agreement shall remain in force.