Terms and Conditions

Website usage terms and conditions

Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Alperia Design’s relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.
The term ‘Alperia Design’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is 99 Burwell Meadow, Witney OX28 5JG. The term ‘you’ refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:

• The content of the pages of this website is for your general information and use only. It is subject to change without notice.
• This website uses cookies to monitor browsing preferences. If you do allow cookies to be used, the following personal information may be stored by us for use by third parties: None.
• Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
• When a client website’s domain and/or hosting duration has run out or been terminated either by Alperia Design or you, the client,, with or without payment:
  • the client’s domain on that website will be allowed to expire and the domain will go into either grace, redemption or expiry
  • the client’s hosting plan can be terminated, or suspended with immediate effect
• Alperia Design is not responsible for the site files of clients’ websites.
• Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.#
• This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
• All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
• Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
• From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
• Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.

Accuracy

Commentary and other materials posted on this site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to the Site, or by anyone who may be informed of any of its contents.

The way we collect and treat your data

Please read the privacy policy here

Please read the cookie policy here

1. Definitions and Interpretation

1.1 In these terms and conditions, the following definitions apply unless otherwise stated:

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

‘Contract’ means the contract between Alperia Design and the Client for the supply of Services governed by these Terms and the Order.

‘Client’ means the individual or business entity who purchases Services from Alperia Design and whose details are set out in the Order.

‘Force Majeure Event’ means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, pandemic, 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 or default of suppliers or subcontractors.

‘Group Company’ means a company which is a subsidiary or holding company of Alperia Design, as defined in section 1159 of the Companies Act 2006.

‘Company’ means Alperia Design, or Neil Buchan Trading as Alperia Design.

‘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.

‘Order’ means the order placed by the Client through counter-signing Alperia Design’s Quotation form or by the sending and receiving written acknowledgement, acceptance or instruction delivered by electronic or other means.

‘Order Form’ means a Quotation form (including ‘Visual sign-off’, where applicable) counter-signed by the Client, or by written acknowledgement, acceptance or instruction delivered by electronic or other means, which together with these terms and conditions shall form a binding contract.

‘Quotation’ means the written quotation prepared by Alperia Design which contains its cost proposals for providing Services to the Clients.

‘Services’ means the services Alperia Design will provide to the Client as specified in the Order.

‘Specification’ means the description or specification of the Services in the Order.

‘Terms’ means these terms and conditions as updated from time to time by Alperia Design.

‘VAT’ means value added tax chargeable under English law for the time being and any similar additional tax.

1.2 Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words, which denote a particular gender or other ‘identity’, they shall also be read to include all genders, or other ‘identity’, and vice versa.

1.3 The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.

1.4 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.

2. Alperia Design Terms and Conditions

2.1 These Terms shall apply to all agreements concluded between Alperia Design and the Client 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.

2.2 These Terms and the Order may only be varied by express written agreement between Alperia Design and the Client.

3. The Contract

3.1 The Order constitutes an offer by the Client to purchase the Services in accordance with these Terms. The Client shall ensure that the terms of the Order and any relevant Specification are complete and accurate.

3.2 The Order shall only be deemed to be accepted when Alperia Design issues a written acceptance of the Order, or when Alperia Design has started to provide the Services having received the Order, whichever happens first, at which point the Contract shall come into existence.

3.3 The Contract constitutes the entire agreement between Alperia Design to provide the Services to the Client and for the Client to purchase those Services, in accordance with these Terms.

3.4 The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Alperia Design, which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by Alperia Design and any descriptions or illustrations contained in Alperia Design’s collateral or 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 any other contract between Alperia Design and the Client for the supply of Services.

3.5 A Quotation for the supply of Services given by Alperia Design shall not constitute an offer. A Quotation shall only be valid for a period of thirty (30) Business Days from its date of issue.

4. Company Obligations and Warranties

4.1 Alperia Design warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the Specification.

4.2 Alperia Design shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only, and time shall not be of the essence for the provision of the Services. Alperia Design shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide Alperia Design with adequate delivery instructions or any other instructions relevant to the supply of the Services.

4.3 Alperia Design shall have the right to make any changes to the Services, which are necessary to comply with any applicable law.

4.4 Alperia Design shall be entitled to use external companies for the provision of the Services provided always that Alperia Design shall remain liable to the Client for the performance of the Services as if it had carried them out itself.

5. Client’s Obligations and Indemnities

5.1 The Client shall provide assistance and technical information to Alperia Design, as reasonably required by Alperia Design, in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to Alperia Design and warrants and undertakes to Alperia Design that the Client’s employees assisting in the execution of an Order have the necessary skills and authority.

5.2 The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) advertising copy, search terms and graphic material submitted by Alperia Design. In addition, the Client shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required by Alperia Design.

5.3 The Client shall be obliged to inform Alperia Design immediately of changes of domain names, websites, technical setup and any other material information regarding the technical infrastructure which may affect the Services delivered by Alperia Design.

5.4 In the event that the Client fails to undertake those acts or provide those materials required under this clause 5 within any agreed deadline (and at least within fifteen (15) Business Days of the date requested by Alperia Design), Alperia Design shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Order whether or not Alperia Design has been able to deliver them.

5.5 The Client shall indemnify and keep Alperia Design indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by Alperia Design in respect of any third parties as a result of the provision of the Services in accordance with the Order, Specification, or the content of the Client’s advertising or web pages which result in claims or proceedings against Alperia Design for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.

5.6 The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services, including without limitation its obligations under the General Data Protection Regulation 2016/679 (GDPR), the Data Protection Act 1998, the Regulation of Investigatory Powers Act 2000, Competition Act 1998 and the E-Commerce Directive and equivalent legislation and hereby agrees to indemnify and to keep Alperia Design indemnified in respect of any and all costs, claims or proceedings whatsoever brought against Alperia Design by any third party in connection with any breach of the same by the Client.

5.7 As standard across the Services and unless otherwise notified, the Client shall be exclusively responsible for implementing the optimisation changes recommended by Alperia Design. As notified by Alperia Design, in certain cases for amendments to existing optimisations, the Client shall allow Alperia Design use of the site’s FTP or content management system’s username and password in order to gain access to add in keywords.

5.8 Alperia Design requires that prior notice be given for any alterations relating to the Client’s website(s) that may affect the services supplied by Alperia Design. If alterations are made by the Client or a third party to the Client’s site(s), search engine placements may be affected, and Alperia Design cannot be held responsible.

5.9 Alperia Design advises that regular, fresh content added to the site will help to improve the stability of rankings within search engines, and the Client understands that regular, unique content (Including News and Blogs) plays an important part in the success of a website and failure to add unique content will lessen the impact of SEO services.

6. Approvals & Sign Offs

6.1 All visuals and design work are required to be ‘signed-off’ by the Client prior to; either any web programming or print being sent to print, i.e. Brochures, stationery, advertisements, posters and the like.

6.2 Whilst every effort is made to ensure that we build websites to match the approved visuals as closely as possible, the client accepts that technical constraints may impact the final result. The client acknowledges that this is beyond Alperia Design’s control and accepts that we cannot guarantee a 100% match.

6.3 The Client accepts full responsibility for the accuracy and approval of all visual proofs supplied by Alperia Design and that they are obliged to inform Alperia Design of any discrepancies, inaccuracies, spelling or grammatical errors in writing prior to signing off. Once signed off, any errors not picked up by the Client are not the responsibility of Alperia Design.

6.4 The Client accepts that Alperia Design will accept no financial liability for any amendments required post-sign-off, including the cost of any reprinting required as a result. The Client also accepts that any amendments or work to rectify artwork post-sign-off may incur additional charges by Alperia Design on a quotation or Ad hoc basis at the discretion of Alperia Design.

7. Prices

7.1 Unless otherwise expressly stated, all prices shall be in Pounds Sterling and shall be exclusive of VAT and other duties. In the event that duties are introduced or changed after the conclusion of an Order, Alperia Design shall be entitled to adjust the agreed prices accordingly.

7.2 The Client acknowledges that certain Services may involve the licensing of third-party Intellectual Property Rights and that the Client may be required to enter into a licence directly with such third-party. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licences from third-party owners and licensors.

7.3 The price stated in the Order shall be an estimate based on a qualified assessment of the number of hours required to provide the Services. This is an estimate only, and Services shall be invoiced in accordance with the actual number of hours spent rather than the price set out in the Order or Quotation. In the event that the price is not so stipulated, the Client shall be charged at the hourly rate specified in Alperia Design’s then-current price list. Alperia Design shall be obliged to update the estimate and budgets on an ongoing basis following, among other things, changes made to an Order.

7.4 Whilst every effort is made to ensure that costing estimates are accurate, Alperia Design reserves the right to amend any estimate should an error or omission have been made.

8. Ad-hoc Items

8.1 The Quotation may include services or items whose costs will be determined on a time basis rather than a fixed price – termed as ‘Ad-hoc’ and represented by an hourly rate/s. The Client acknowledges that ‘Ad-hoc’ charges may be applied to items such as; additional web page templates, increases in project management and meetings, amendments, changes to, or additional requirements, functionality etc., or any other items that are outside the scope of the Quotation. The Client also acknowledges that such charges will be imposed without prior notice from Alperia Design and that Alperia Design may accept verbal instruction to undertake any such work.

8.2 The Client remains responsible for advising Alperia Design of any financial ‘Cap’ it may wish to impose on ‘Ad-hoc’ charges in writing and prior to their instruction to undertake any work to which these charges may apply. Alperia Design acknowledges its responsibility to maintain accurate records of any work that may incur ‘Ad-hoc’ charges and identify these on invoices.

9. Payment

9.1 Alperia Design shall invoice the Client monthly (or, as scheduled on the client’s proposal/Quotation document, which, if different to the standard terms, will take precedence), either in advance or following Services delivered. In addition, before Alperia Design carries out any work, Clients are usually asked to provide a non-refundable fee deposit. This deposit is like a rent deposit. It is kept securely and will be offset against the Client’s last invoice(s) when the work detailed in an Order has been completed. Also, if the Client does not pay a monthly invoice when it is due, Alperia Design shall use the deposit to pay the invoice and will not do any further work until the deposit is replaced.

9.2 In the absence of detail on an Order or Quotation, the accepted payment schedule is:

40/40/20 whereby 40% of the contract total will be invoiced upon acceptance of the Order or Quotation, 40% upon ‘sign-off’ of the ‘visual concepts’, 20% on completion of the project/site or ‘launch’, or prior to the ‘launch’ should hosting be provided by another supplier.

9.3 The Client shall pay each invoice submitted by Alperia Design in accordance with the terms as they appear on the invoice, or where otherwise not stated, within 30 Business Days of the date of the invoice and in cleared funds in accordance with clause 9.4 below. The invoice number shall be stated on all payments, and payments by BACS, CHAPS, Cheque and Bank Transfer are accepted.

9.4 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 Alperia Design in order to justify withholding payment of any such amount in whole or in part.

Alperia Design may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Alperia Design to the Client.

9.5 In the event of overdue payment, interest shall accrue on the invoice amount at the statutory rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 or at the rate of 2 per cent over the base rate of Barclays Bank Plc (whichever should be the higher). In addition, at Alperia Design’s discretion, a fee of £10 (to cover administrative expenses and not as a penalty) shall be charged per reminder for overdue payment submitted to the Client. Alperia Design shall be entitled to submit such reminders weekly once the fees have become overdue. Alperia Design expressly reserves all rights, at all times, to bring any legal action it considers appropriate to recover any unpaid sums and, without notice, report any unpaid sums to Credit Reference agencies.

9.6 Late payment shall be considered as constituting a material breach of the Contract entitling Alperia Design (at its discretion) to cancel the Contract, Hosting Contract or to affirm the Contract and assert the usual remedies for breach. Invoices not settled within 7 days of the due date will incur a grace period of 30 days before suspension. Alperia Design reserves the right to suspend hosting and domain services without further notice if an invoice remains unpaid past its due date.

9.7 In relation to ‘Hosting’, accounts that remain outstanding beyond the terms specified upon the invoice can result in the hosting service being automatically terminated. The re-establishment of hosting make take up to 72 hours and will incur an administration charge of £ 50.00, payable in advance.

9.8 In the event that the Services cannot be delivered either in full or in part due to the Client’s failure to assist or delay in assisting in the execution of the Order, Alperia Design shall be entitled to charge to the Client an estimated amount, corresponding to the amount that would have been due had the Services been rendered in accordance with the Order. Alperia Design shall be entitled to payment on the basis of Alperia Design’s price list applicable from time to time for any additional work required because of the Client’s failure to assist or delay in assisting.

9.9 If the Client subsequently requires Alperia Design to complete the work within a shorter time frame than specified in the Order, Alperia Design reserves the right to charge additional monies to prioritise such projects ahead of pre-planned work.

10. Delays and Complaints

10.1 In the event that the Client proves that the Services are delayed or not in accordance with the Contract, Alperia Design shall be obliged to remedy or redeliver, at its own discretion, without undue delay. In the event that the Services continue to be not in accordance with the Contract after reasonable attempts have been made to remedy this, the Client shall be entitled to cancel the Order (in accordance with clause 19.2.1), provided that the breach is material.

10.2 Complaints concerning delays or breach of Contract shall be submitted immediately after the time when the Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very nature, it is impossible to ascertain within such a period) to the attention of Alperia Design within 48 hours, the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.

10.3 The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (‘Third-Party Services‘).

The Client acknowledges that the Third Party Services will be governed by that third parties terms and conditions and that Alperia Design cannot provide any warranties in respect of the Third-Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same. Providers of Third Party Services may provide their own warranties to the Client, and the Client must satisfy itself whether or not such warranties (where given) are acceptable for the Client’s business purposes or risk management policies.

10.4 Alperia Design’s only responsibility in respect of the Third Party Services is to take reasonable care and skill when selecting the providers of the same.

10.5 The Client’s exclusive remedies for late delivery or Services not conforming with the Contract are as specified in this clause 10, and, if the remedies set out in these Terms have been exhausted, the Client’s final remedy is limited to cancellation of the Contract, and Alperia Design’s sole liability is to refund any payments for Services not conforming with the Contract, subject to the limitations set out in clause 11 below.

11. Liability

11.1 Except as expressly stated in this Clause 11, Alperia Design shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.

11.2 Without prejudice to the generality of Clause 11.1 above, Alperia Design shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:

11.2.1 Any indirect or consequential loss arising under or in relation to the Contract even though Alperia Design was aware of the circumstances in which such loss could arise;

11.2.2 Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;

11.2.3 Loss of data; and

11.2.4 Fraudulent clicks on any of the Client’s accounts managed by Alperia Design.

11.3 To the extent such liability is not excluded by sub-clauses 11.1, 11.2 and clause 12 below, Alperia Design’s total liability (whether in contract, tort (including negligence or otherwise)) under or in connection with the Contract or based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not, in any event, exceed the total sum invoiced for the Services.

12. Other Limitations of Liability

12.1 Alperia Design shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. Alperia Design shall use its reasonable efforts to assist in remedial measures if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at Alperia Design’s discretion) Alperia Design’s price list, applicable from time to time.

12.2 Alperia Design shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup etc. and affecting the Services delivered by Alperia Design. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client in accordance with these Terms or on the basis of Alperia Design’s price list, applicable from time to time, at Alperia Design’s discretion.

12.3 Alperia Design shall use all reasonable endeavours to deliver Services relating to search engine optimisation, links, advertisements, banners, pay-per-click and google analytics in accordance with the guidelines applicable to the relevant search engines. However, Alperia Design shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond Alperia Design’s control and reserves the right to make changes to Services as a result of the same, without prior notice. In addition, Alperia Design shall not be liable for other changes or discontinuation of search engines or other online services.

12.4 Alperia Design shall not be liable for Services relating to search engine optimisation, link building, advertisements, banners or sponsorships leading to a minimum number of views, position or frequency in searches on relevant words or otherwise. In addition, Alperia Design shall not be liable for ensuring that such Services lead to a certain volume of traffic, number of clicks, registrations, purchases or the like.

12.5 Alperia Design shall not be responsible for URLs dropped or excluded by a search engine for any reason.

12.6 If the Client does not implement some or all of Alperia Design’s recommendations, Alperia Design shall not bear any liability for any lack of success experienced by the Client relating to the Services.

13. Intellectual Property Rights

13.1 It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation (“Materials”) to Alperia Design for incorporation into the Services, and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable, royalty-free, licence to Alperia Design to use such Materials for the purposes of providing the Services for the duration of the Contract.

13.2 The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. Alperia Design shall be entitled to reject and delete such material without incurring any liability. In addition, Alperia Design shall be entitled to cancel the Order.

13.3 The Client shall indemnify Alperia Design against all damages, losses and expenses suffered or incurred by Alperia Design as a result of the Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property or other Rights of a third-party.

13.4 The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.

13.5 Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be the property of Alperia Design or the relevant third party from whom Alperia Design has acquired a right of use with a view to executing the Order. The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights vest in Alperia Design.

13.6 The Intellectual Property Rights, as mentioned in Clause 13.5, shall not be used, assigned, distributed, copied, or forwarded to online or offline activities by the Client without a separate, express written agreement.

13.7 If Alperia Design makes software, scripts, ASP services etc., available to the Client as part of the execution of an Order, the Client shall only acquire a non-exclusive, personal, non-transferable license to use such material until the Services under this agreement cease.

13.8 The Client hereby irrevocably licenses Alperia Design to use and display the Client’s name, figure, logo, website page, or other images etc., as a reference on Alperia Design’s website, other marketing materials, or types of media, including proposal documents whilst they, are a Client of Alperia Design and for 36 months after the contract is completed, or terminates. The Client agrees to send Alperia Design its most recent logo or figure as and when it is amended from time to time.

14. Third Party Software or Plugins

14.1 The Client acknowledges that certain Services may involve the purchase, or licencing, of third-party software or plugins and that the Client may be required to purchase from, or enter into, a licence agreement directly with such third-party. Accordingly, unless otherwise expressly stated within the Quotation, all prices on an Order or Quotation shall be exclusive of costs for the acquisition of any third-party software, plugin or licenses.

14.2 In the event that the costs of any required third-party software, plugin or license is/are not expressly included within the quotation, the Client agrees to either; supply Alperia Design with the material required OR to meet the cost of Alperia Design’s disbursement in facilitating the acquisition of any such requirement either in advance or as otherwise agreed. The Client also acknowledges that Alperia Design cannot be held liable for any delay caused by the Client’s failure to supply or pay for any such requirement.

14.3 Should the Client utilise the Content Management System (CMS) to self-install or introduce a Plugin or functionality that could negatively impact or have known security issues or threaten the operating characteristics of the website’s performance or hosting provision. Then Alperia Design is entitled to immediately suspend its hosting service and undertake any remedial action required without notice. In doing so, it is mutually accepted that Alperia Design will apply an ‘ad-hoc’ hourly charge at its
prevailing rate and reserves the right to terminate any services without notice.

15. Domain Names

15.1 The securing, registration, re-registration or transfer of domain names remains the responsibility of the Client to undertake themselves unless a Client expressly requests, in writing, that Alperia Design secures or otherwise administers the domain name on the Client’s behalf. In doing so, it is mutually understood that any such request by the Client only becomes effective once Alperia Design has acknowledged any such instruction in writing. It is further understood that Alperia Design cannot guarantee the availability of a particular or preferred domain name until it has been secured and Alperia Design has confirmed this in writing.

15.2 If Alperia Design secured the domain name on the Client’s behalf, then Alperia Design shall charge an administration fee per their standard hourly rate over and above the cost of the domain name.

15.3 If the Client secures the domain name, the Client acknowledges that they are responsible for providing Alperia Design with all information required to activate, host, direct, or administer the Clients website, as required, and that the Client must do this within 24 hours of any such request from Alperia Design. The Client also acknowledges that Alperia Design cannot be held responsible for delays or additional work arising from the Client’s failure to secure, register, instruct or otherwise act in a timely fashion.

16. Hosting Services

16.1 The Client is granted the right to use Alperia Design’s Hosting Services in accordance with these ‘Additional’ Conditions.

16.2 Upon ‘Order’, Alperia Design will reserve space to provide website hosting for the Client for a period not less than 12 months.

16.3 The Client agrees to pay Alperia Design fees in advance of the provision of services unless Alperia Design otherwise decides.

Should Alperia Design provide the Services before receiving the Fee, the Client must pay all fees no later than fourteen(14) days following the date of receipt by the Client of the relevant invoice from Alperia Design or as specified in the invoice.

Alperia Design reserves the right to decline the provision of Service if the Client fails to pay Alperia Design’s invoice for Fees under the terms of the Agreement and is entitled to suspend Services for any period the payment of Fees remains overdue.

16.4 Alperia Design shall give the Client not less than thirty (30) days written notice before each anniversary of the Commencement Date of any Fee increase but reserves the right to increase fees without prior notice. (See 16.6)

16.5 The Client shall be entitled to terminate these Conditions, giving not less than fourteen(14) days prior written notice to Alperia Design to expire at the end of the Initial Period and thereafter on any anniversary of the end of the Initial Period.

16.6 Where Alperia Design has increased fees without prior notice, the client shall have the right to cancel their hosting up to fourteen (14) days thereafter and will be charged at the pre-increase rate on a pro-rata basis for up to a maximum of twenty-one (21) days while they arrange a new provider. (See 16.7)

Thereafter, any continuation of hosting will be charged at the increased fee rate, and the hosting provision will be considered an ‘Order’ as in 16.2, and the twelve(12) monthly service provisions shall prevail, and full payment will be due under the terms.

16.7 Upon receipt of ‘written’ notice and subject to the terms, Alperia Design will assist the Client in transferring hosting to a provider of their choice subject to an ad hoc time-based Fee at Alperia Design’s prevailing rate.

If the Client fails to give prior notice, the twelve(12) monthly service provisions shall prevail, and full payment will be due under the terms.

Should the Client discontinue using the hosting provision within the twelve(12) month term, for whatever reason, the Client acknowledges that they will have no entitlement to a refund and no ‘Set-off’ will be allowed.

16.8 Should the Client operate any program which could negatively impact or have known security issues that threaten the operating characteristics of the hosting provision, then Alperia Design is entitled to immediately suspend the provision of hosting without notice.

16.9 Under the terms, when a price increase occurs, Source will issue a Service Level Agreement (SLA) to include the following:

• Agreement Overview
• Goals & Objectives
• Stakeholders
• Periodic Review
• Service Agreement
• Service Scope
• Customer Requirements
• Service Provider Requirements
• Service Assumptions
• Service Management
• Service Availability
• Support Requests
• Fees
• Service Credits

16.10 Alperia Design’s hosting services are subject to periodic “scheduled” or “unscheduled” maintenance, and the following will apply where:

1. a) “scheduled” maintenance includes “downtime”; Alperia Design may

advise the Client up to seven(7) days in advance.

1. b) “unscheduled” maintenance is undertaken, Alperia Design may,

where possible, inform the Client up to two to three(2-3) days in

advance.

16.11 “Downtime” arising from “scheduled” or “unscheduled” maintenance is excluded from any “Compensation or Service Credits” under the SLA.

16.12 Alperia Design may modify the Service periodically, with or without notice.

17. Confidentiality and Personal Data

17.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives deemed confidential which have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any additional 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’ to discharge 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 shall survive termination of the Contract.

17.2 During the term of the Contract and for a period ending five (5) years from the date of its conclusion, Alperia Design shall take the same care as Alperia Design uses with its own confidential information to avoid, without the Client’s consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of the Client’s business or operational information which the Client has designated as confidential.

17.3 The obligation in Clause 17.2 shall not apply to any information which is or becomes publicly available otherwise than through a breach of this agreement, is already or rightly comes into Alperia Design’s possession without an accompanying obligation of confidence, is independently developed by Alperia Design, or which Alperia Design is required to disclose by law.

17.4 During the term of the Contract and for a period ending five (5) years from termination thereof, the Client will not disclose to any persons within its organisation that do not have a ‘need to know’ or to any third party any information and non-Client materials provided by Alperia Design concerning the method or approach Alperia Design uses in providing the Services.

17.5 Each party agrees to comply with its respective obligations under the General Data Protection Regulation (GDPR) Regulation (EU) 2016/679) until superseded by the adoption of UK law and, or Act of Parliament, at which point the latter will take precedence.

17.6 The Client shall be obliged to indemnify Alperia Design for any loss, including costs incidental to legal proceedings, suffered by Alperia Design as a result of the processing of personal data which the Client has contributed being in contravention of the General Data Protection Regulation (GDPR) Regulation (EU) 2016/679)), or a local or marketing law. In addition, the parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described in the present clause.

17.7 In addition to 17.1, Alperia Design or Client may request a separate “formal’, signed NDA at any time, which will not be unreasonably withheld.

18. Data Protection

18.1 Since the implementation of the Data Protection Act 2018 General Data Protection Regulation (GDPR), the website owner must display a privacy policy. While Alperia Design may facilitate the website section to house and display policies, it is mutually accepted that the Client is solely responsible for compliance with GDPR and any other legal obligations required.

18.2 Without adequate precaution, it is possible for a website to use third-party tracking cookies without a user’s knowledge or permission, and therefore privacy issues are a “cause for concern”.

While Alperia Design may place a generic ‘Free’ version of a ‘Cookie consent’ banner on a Client’s ‘unique’ website, Alperia Design does not guarantee that it will be ‘fit for purpose’, and the Client should consider anything less than a suitable ‘Paid’ version as ‘inadequate’.

As such, it is mutually accepted that the Client remains responsible for its legal obligations and compliance with Privacy legislation and for instructing and paying Alperia Design to implement a suitable Cookie banner with adequate consent options.

19. Term, Termination and Assignment

19.1 The Contract shall renew automatically for a further term of one year at the end of each year unless and until either party notifies the other of its wish to terminate the Contract at the expiry of the current year by giving the other party at least thirty(30) days written notice, unless otherwise expressly stated, to expire at the end of the contract term.

19.2 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 the other party:

19.2.1 commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach, or

19.2.2 becomes or is insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986) or (except for the purposes of a genuine amalgamation or reconstruction) a petition is presented, or meeting convened or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrator, or administrative receiver appointed over all or any part of its assets or the defaulting party ceases to carry on all or a substantial part of its business.

19.3 Alperia Design shall, in addition to all other rights and remedies under these Terms, be entitled to terminate this Contract without notice in the event that any of its charges for the Services are not paid in accordance with these Terms.

19.4 Upon termination, for whatever reason, the parties shall be obliged to return all materials received from the other pursuant to the Contract without undue delay. If relevant, the Client shall be obliged to remove codes, etc., from websites without undue delay. If the Client fails to do so, Alperia Design shall be entitled to invoice the Client in line with its then current terms and conditions for subsequent Services without such invoicing amounting to a waiver of Alperia Design’s right to terminate the Contract.

19.5 The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under the Contract and these Terms without Alperia Design’s prior written consent.

19.6 Alperia Design shall be entitled to assign or subcontract any of its rights or obligations under the Contract, and these Terms, and the Client acknowledges that third parties will provide certain elements of the Services.

20. Force Majeure

20.1 Neither party shall be held liable for a Force Majeure Event.

20.2 If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.

20.3 Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate the Contract without liability to the other by written notice to the other party if the performance of the Contract is impeded for more than six (6) months due to a Force Majeure Event.

21. Miscellaneous

21.1 Alperia Design reserves the right to modify or discontinue, temporarily or permanently, the Services, with or without notice, to the Client and Alperia Design shall not be liable to the Client or any third party for any modification to, or discontinuance of, these Services save for the return of any prepaid sums in connection with the provision of the Services which are subsequently not provided.

21.2 In the event the Contract or Service delivery is in “dispute” where fees remain outstanding, Alperia Design reserves the right to suspend its services and withdraw the privilege of the use of any website or other materials produced for the Client.

21.3 Alperia Design shall be free to provide its Services to third parties whether during or following the provision of the Services to the Client.

21.4 During the term of the Contract and for a period of twelve (12) months thereafter, the Client agrees not to employ or engage or offer to employ or engage anyone designated by Alperia Design to work on the Services.

21.5 The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party’s right later to enforce or to exercise it.

21.6 If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties to the Contract.

21.7 Any valid alteration to or variation of these Terms must be in writing and signed on behalf of each of the parties by duly authorised officers.

21.8 A person who is not a party to the Contract shall not have any rights under or in connection with it.

21.9 All notices must be in writing to Source Design Limited, 2 Nettles Lane, Shrewsbury, SY3 8RJ, or such address as is advised by Alperia Design.

22. Entire Agreement

22.1 The parties acknowledge and agree that the Contract supersedes any prior agreement, understanding or arrangement between the parties, whether made orally or in writing, and constitutes the entire agreement between Alperia Design and the Client relating to these Services. Therefore, except as expressly provided, all other conditions and warranties (implied, statutory or otherwise) are hereby excluded to the fullest extent permitted by law.

23. Law and Jurisdiction

23.1 Alperia Design and the Client shall be obliged to attempt to settle any disputes arising between them, including disputes relating to the existence or validity of the Contract through negotiation, provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.

23.2 The Contract shall be governed by and construed in accordance with English law, and the parties hereby agree to submit to the non-exclusive jurisdiction of the English courts.