Terms & Conditions

Website Hosting Termination and Notice Period

1. Termination by Client
   The Client may terminate the website hosting services provided by SOZO Design by providing written notice at least two months prior to the desired termination date. Such notice must be sent to your main Account Manager or by emailing support@sozodesign.co.uk and must clearly specify the intended termination date.
2. Termination by SOZO

SOZO reserves the right to terminate website hosting services upon providing the Client with a minimum of two months written notice. SOZO will provide such notice via email to the contact address provided by the Client.

1. Effect of Termination
   Upon termination, SOZO will continue to provide hosting services for the duration of the notice period, after which all website hosting services will be discontinued. The Client is responsible for ensuring that all content, data, and backups are transferred to an alternative provider before the termination date.
2. Refunds and Fees
   No refunds will be issued for any remaining prepaid hosting fees unless specified otherwise in the contract. The Client is responsible for paying all outstanding fees up to the end of the notice period.
3. Site migration

If in future you would like to migrate the website which SOZO has built for you to a different provider, then there will be work required to be done by SOZO to assist in this migration. Licences for certain plugins will need to be repurchased by the Client. The new hosting environment will need to be suitable to host the framework on which the site is built. All time spent on migration will be chargeable at our standard hourly rate.

1. General Terms and Conditions
   1. These are the terms on which Sozo Design Limited (Company No. 05170582) Limited (‘Sozo’) do business. They do not affect the Client’s (defined below) statutory rights. They are designed to set out clearly Sozo’s responsibilities and the Client’s rights.
   2. Sozo offers a one stop web solution to meet the Client’s needs to have an effective web presence on the internet. The Client may select from Sozo’s website, brochure or marketing materials a range of products and services which Sozo has to offer. Depending on the Client’s selection, the terms and conditions applying to the Client may vary.
   3. If the Client would like Sozo to assist in procuring and/or renewing domain names for the Client, the Domain Name Terms will apply.
   4. If the Client would like Sozo to carry out design work including web design and/or website development work for the Client or carry out search engine marketing services, the Design and Website Development Terms will apply
   5. If the Client would like Sozo to host the Client’s website or its email, the Website and E-mail Hosting Terms will apply.
2. Definition and Application
   1. In these terms and conditions (hereinafter referred to as ‘General Conditions’):
      1. ‘Statement of Work’ means the Statement of Work as defined in Clause 4.2 of these General Conditions.
      2. ‘Client’ means you, the corporate entity or individual obtaining the Services from Sozo.
      3. ‘Conditions’ has the meaning given to it at clause 2.3.
      4. ‘Contract’ means any contract made between Sozo and the Client for the Services including contracts entered into between the Parties arising from the Initial Statement of Work. For the avoidance of doubt, a Contract shall be governed by these General Conditions, Domain Name Terms, Design and Website Development Terms and/or Website and E-mail Hosting Terms (as the case may be).
      5. ‘Fees’ means any fees payable by the Client to Sozo as specified in the Statement of Work including the Website Hosting Fee, Email Hosting Fee, Domain Name Fees, Design Fees, Web Development Fees and Search Optimisation Fees.
      6. ‘Initial Statement of Work’ means the Initial Statement of Work as defined in Clause 4.1 of these General Conditions.
      7. ‘Parties’ mean Sozo and the Client.
      8. ‘Services’ means the procurement and/or renewal of domain names, designing of trade marks, logos and/or other artwork, web design, web development, search engine marketing and/or hosting of website or email services offered by Sozo to its clients which shall all be governed by the Domain Name Terms, Design and Website Development Terms and/or Website and E-mail Hosting Terms (as the case may be).
   2. These General Conditions shall apply to the:
      1. Domain Name Terms
      2. Design and Website Development Terms and
      3. Website and E-mail Hosting Terms unless there are any inconsistencies between the Domain Name Terms, Design and Website Development Terms and Website and E-mail Hosting Terms (as the case may be) and these General Conditions. In the event of any inconsistencies, the Domain Name Terms, Design and Website Development Terms and Website and E-mail Hosting Terms (as the case may be) shall prevail against these General Conditions.
   3. These General Conditions, Domain Name Terms, Design and Website Development Terms and Website and E-mail Hosting Terms shall be collectively known as the ‘Conditions’.
   4. References to any statute or statutory provision shall in the Conditions, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
   5. In the Conditions, reference to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
   6. Headings will not affect the construction of the Conditions.
   7. The Client agrees that the Conditions shall be the exclusive basis on which any contracts made between the Client and Sozo are transacted and processed unless otherwise agreed in writing by a director of Sozo.
   8. Any samples, drawings, descriptive matter, or advertising produced by Sozo and any illustrations contained in Sozo’s catalogues, brochures or website are produced for the sole purpose of illustration of the Services and shall not form part of the contract or have any contractual force.
   9. The Conditions shall not create any agency or partnership between the Parties or any third party.
   10. The Client agrees that the Contracts (Rights of Third Parties) Act 1999 shall not apply to any contracts entered into between the Client and Sozo unless otherwise stated in the Domain Name Terms, Design and Website Development Terms and Website and E-mail Hosting Terms (as the case may be).
3. General
   1. The Client where it is a natural person confirms that he is at least 18 years of age and possesses legal capacity to contract under English Law.
   2. The Conditions contain the entire agreement between the Parties and both Parties acknowledge that they have not relied upon any oral or written representation made to them by the other.
   3. The Client irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation or to rescind the relevant Contract (whether or not contained in the Conditions) or for breach of any warranty not contained in the Conditions unless such misrepresentation or warranty was made fraudulently.
   4. No waiver by Sozo of any breach of contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
   5. If any provision of the Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected thereby.
   6. Both Parties shall be released from their respective obligations in the event of national emergency, war, floods, fire disaster, civil riots, prohibitive governmental regulation or if any other cause beyond the reasonable control of the Parties except for the payment of Fees.
4. The Initial Statement of Work and Statement of Work
   1. Upon receipt of a request by Sozo to provide the Client with the Services, Sozo will carry out some preliminary scoping work to ascertain the Client’s requirements and needs. This initial scoping work (‘Initial Statement of Work’) will be carried out free of charge for the Client. Where the Initial Statement of Work provides sufficient information and no additional work is required to prepare a Statement of Work, the Parties shall agree and confirm in writing that the Initial Statement of Work will constitute the Statement of Work.
   2. Based on the Initial Statement of Work, the Parties will mutually agree the next course of action necessary to produce a Statement of Work setting out information including the Services, the scope of work, the fees payable by the Client, the estimated delivery dates and/or project milestones, the acceptance testing criteria (where applicable) and such other relevant information which the Parties deems as relevant (‘Statement of Work’). For the avoidance of doubt, unless otherwise agreed, work expanded to prepare the Statement of Work will be charged by Sozo at Sozo’s then applicable hourly rates.
   3. Sozo undertakes to prepare the Initial Statement of Work and Statement of Work using reasonable care and skill.
5. Domain Name Acquisition
   1. Sozo provides domain name acquisition and renewal services. Such domain name acquisition or renewal services will be performed in accordance with the Domain Name Terms
6. Design, Web design, Web Development and Search Engine Marketing
   1. Sozo provides design, web design, web development and search engine marketing services. The aforementioned services are performed in accordance with the Design and Website Development Terms
7. Website Hosting and Email Hosting
   1. Sozo provides website hosting and email hosting services. The website hosting and email hosting services are performed in accordance with the Website and E-mail Hosting Terms
8. Variations
   1. The Parties acknowledge that the Client may require changes or variations to the Services set out in such Statement of Work.
   2. Where the Client requires changes to a Statement of Work, the Client shall notify Sozo of such change in writing and set out the changes and reasons for such changes. Sozo will review the changes and prepare a proposal on such steps required and cost implications on the changes requested by the Client. For the avoidance of doubt, Sozo shall be entitled to charge the Client to prepare such proposal and such charges shall be based on Sozo’s then applicable hourly rates.
   3. The Client will have the opportunity to review and approve such proposal by Sozo and where the Client accepts Sozo’s proposal, the Client shall confirm such acceptance in writing and the proposal by Sozo will form part of such Statement of Work.
9. Fees
   1. The Client shall pay Sozo the Fees in accordance with the Statement of Work, these General Conditions, the Domain Name Terms, the Design and Website Development Terms and/or the Website and E-mail Hosting Terms (as the case may be). In the event of any conflict of provisions between the Statement of Work and the Domain Name Terms, the Design and Website Development Terms and/or the Website and E-mail Hosting Terms or these General Conditions, the provisions in the Statement of Work shall prevail.
   2. All Fees are exclusive of VAT.
   3. If the Client fails to pay any amount payable by it under the Conditions, Sozo shall be entitled, but not obliged, to charge the Client interest on the overdue amount. Such interest shall be payable by the Client forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 3% per annum above the base rate for the time being of National Westminster Bank Plc. Such interest shall accrue on a daily basis and be compounded quarterly.
10. Confidentiality
    1. Both Parties shall keep in strict confidence all information which are of a confidential nature and have been disclosed by one Party to the other Party and shall procure that the receiving Party’s employees, agents, consultants or subcontractors keep in strict confidence all such information other than for the purposes of performing its obligations under the Contract.
    2. The obligations set out in Clause 10.1 these General Conditions shall not apply to confidential information that the receiving party can demonstrate is or has become publicly known other than through breach of this Clause 10, was in the possession of the receiving party prior to disclosure by the other Party, was received by the receiving party from an independent third party who has full right of disclosure, or was independently developed by the receiving party or was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.
    3. The Parties agree that Sozo shall be entitled to use the Client’s name and trade mark for marketing and promotional purposes.
11. Liability

The Client’s attention is drawn to this clause

1. Nothing in this agreement shall operate to exclude or limit Sozo’s liability for:
   1. death or personal injury caused by its negligence; or
   2. any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
   3. fraud; or
   4. any other liability which cannot be excluded or limited under applicable English law.
2. Sozo shall not be liable under or in connection with this agreement or any collateral contract for any:
   1. loss of revenue;
   2. loss of actual or anticipated profits;
   3. loss of contracts;
   4. loss of the use of money;
   5. loss of anticipated savings;
   6. loss of business;
   7. loss of opportunity;
   8. loss of goodwill;
   9. loss of reputation;
   10. loss of, damage to or corruption of data; or
   11. any indirect or consequential loss, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise.
3. Subject to clause 11.1, Sozo’s aggregate liability to the Client in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed £1,000.00.

1. 12 Dispute Resolution
   • 12.1 If any disagreement and/or dispute arise in connection with the Conditions, the Parties will use outmost good faith to settle such disagreement and/or dispute amicably.
2. 13 Law and Jurisdiction
   • 13.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
   • 13.2 Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle and dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
3. 14 Direct Debit Payments
   • If paying by direct debit, please note that SOZO Design Ltd has appointed the BACS Approved Direct Debit Bureau, Eazy Collect Services Limited (www.eazycollect.co.uk), to collect your payments and Eazy Collect will be shown on your bank statement.
4. 15 Third party rights
   • A person who is not a Party to the Contract shall not have any rights to enforce its terms.
5. 16 Termination of staff
   • We are committed to maintaining a respectful and professional working environment for our staff. As a client, you are expected to interact with our team in a manner that is respectful, courteous, and professional at all times.
   • Discrimination, harassment, or bias of any kind, including but not limited to sexual discrimination, sexual harassment, ethnic bias, or racism, will not be tolerated. Any behaviour deemed inappropriate or offensive may result in the suspension or termination of services, at our discretion. By engaging with our services, you agree to uphold these standards of conduct.

1. Application of the General Conditions
   1. This Design and Website Development Terms shall be read together with the General Conditions and unless the context otherwise requires, such defined terms used in this Design and Website Development Terms shall have the same meaning as those in the General Conditions.
   2. In the event if any inconsistencies between the General Conditions and this Design and Website Development Terms, the provisions in this Design and Website Development Terms will prevail.
2. Definitions:
   1. In this Design and Website Development Terms: ‘Acceptance Test’ means the acceptance test set out in the Statement of Work.
   2. ‘Client Content’ means any text, graphics, logos, photographs, images, moving images, sound, illustrations and other material featured displayed, which is not owned by Sozo or its licensors. which the Client wants Sozo to incorporate into the Client Website.
   3. ‘Client’s Website’ means the website written in HyperText Markup Language or other world wide web-compatible language with pages linked using the hypertext transfer protocol which is fully readable by world wide web users using the web browsers agreed in the Statement of Work.
   4. ‘Conditions’ means these Design and Website Development Terms, the General Conditions and where relevant, the Domain Name Terms and Website and E-mail Hosting Terms.
   5. ‘Content’ means all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material features, displayed or used on the Client’s Website.
   6. ‘Correction’ means any and all corrections or fixes made to the Software and/or the Client’s Website or any part of it as the context requires that are necessary to correct or remove any bug, malfunction or other defect in it so as to ensure that the Client’s Website or any part of it performs functionally as specified in and conforms to the Statement of Work.
   7. ‘Design Fees’ means the fees payable by the Client for the Design Services performed by Sozo as specified in the Statement of Work.
   8. ‘Design Services’ means the design services specified in the Statement of Work.
   9. ‘Documentation’ means the user manuals, technical documentation and training manuals in human readable form to enable a reasonably skilled computer operator to run the Client’s Website.
   10. ‘General Conditions’ means the general terms and conditions as set out on Sozo’s website.
   11. ‘Intellectual Property’ means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
   12. ‘Search Optimisation Fees’ means the fees payable in respect of the Search Engine Marketing Services performed by Sozo for the Client as specified in the Statement of Work.
   13. ‘Search Engine Marketing Services’ means the website search engine marketing services specified in the Statement of Work which Sozo will perform for the Client.
   14. ‘Software’ means all software provided to the Client by Sozo required in order for the Client’s Website to operate properly, efficiently and effectively on the server and on the web browsers specified in the Statement of Work.
   15. ‘Statement of Work’ means a written summary of the agreed scope of work which will include, by way of example only; the fees payable by the Client, the estimated delivery dates and/or project milestones, the acceptance testing criteria (where applicable) and such other relevant information which the Parties deem as relevant.
   16. ‘Support and Maintenance Services’ means the support and maintenance services defined in Clause 8.1 of this Design and Website Development Terms.
   17. ‘Support and Maintenance Fees’ means the fees payable in respect of the Support and Maintenance Services as specified in the Statement of Work.
   18. ‘User Training’ means the training specified in the Statement of Work to be provided by Sozo to the Client to enable reasonably skilled employee of the Client to operate and use the Client’s Website and the Software.
   19. ‘Web Development Fees’ means the fees payable in respect of Web Development Services.
   20. ‘Web Development Services’ means the web development services to create and develop the Client’s Website as specified in the Statement of Work.
3. Appointment of Sozo
   1. The approval of the Statement of Work by the Client shall constitute an offer to Sozo to contract on such terms and conditions. Sozo’s acceptance of such offer will take place when Sozo emails the Client to accept it, at which point a contract will come into existence between the Client and Sozo, which shall be governed by the terms set out in the Statement of Work and the Conditions.
   2. The Client appoints Sozo to carry out the Design Services, the Web Development Services, Support and Maintenance Services and/or Search Engine Marketing Services (as the case may be) and Sozo accepts such appointment.
4. Design Services
   1. In consideration of the Design Fees, Sozo will carry out the Design Services set out in the Statement of Work using reasonable skill and care.
   2. Upon receipt of the draft design work created by SOZO for the Client, the Client will provide detailed feedback on whether any changes are required to such draft design work.
   3. Where relevant, the procedure to agree any changes to the Design Services shall be as set out in Clause 8 of the General Conditions i.e. the Variation Clause.
   4. Notwithstanding Clause 4.3 of this Design and Website Development Terms, the Client shall be deemed to have accepted any design work which Sozo prepares for the Client if the Client uses such design work for any of its business purposes.
   5. Where the Client is not satisfied with the design work despite Sozo’s attempts to meet’s the Client’s expectation, the Client shall be entitled to terminate the relevant Contract but shall be liable to pay Sozo for all work and time spent by Sozo at Sozo’s then applicable hourly rates. For the avoidance of doubt, the Client shall not be entitled to use draft design work submitted by Sozo to the Client in the event the relevant Contract is terminated pursuant to this Clause 4.5.
5. Web Development Services
   1. Sozo undertakes to use reasonable endeavours:
      1. to design, write and supply the Software suitable to enable the Client’s Website to perform functionally and conform substantially with the functional specifications and by the delivery dates set out in the Statement of Work.
      2. where agreed in the Statement of Work, to provide the User Training to employees of the Client so that they acquire the skill, experience and knowledge required by suitably qualified persons in order to operate the Client Website;
      3. where agreed in the Statement of Work, to provide the Client with the Documentations; and
      4. to perform the Web Development Services with reasonable care and skill in order to develop the Client Website in accordance with the Statement of Work.
   2. The Client shall deliver to Sozo the Client Content in such format as may be agreed the Parties. The Client shall ensure that the Client Content information is accurate, not unlawful or illegal and does not infringe the intellectual property rights of any third parties and to this end, the Client will indemnify and hold harmless Sozo for any loss, damages and/or claims brought against Sozo.
   3. Sozo grants the Client a non-exclusive licence to use the Software and any customisation to the Software for the purposes set out in the Statement of Work.
   4. Sozo grants the Client a non-exclusive licence the use any Content developed by Sozo on the Client’s Website (excluding Client Content).
   5. Upon passing the Acceptance Test and acceptance by the Client of the Client’s Website in accordance with Clause 7 of this Design and Website Development Terms, Sozo warrants that the Software and Client’s Website will substantially comply with the functional specifications specified in the Statement of Work for a period of 30 days (‘Warranty Period’). To this end, Sozo will carry out such Correction without any additional charges to the Client during the Warranty Period. For the avoidance of doubt, any unauthorised modifications, use or improper installation of the Software by the Client shall render all Sozo’s warranties and support obligations null and void.
   6. Notwithstanding Clause 5.5 of this Design and Website Development Terms, Sozo denies any implied or express representation that the Software and/or the Client’s Website will be fit:
      1. to operate in conjunction with any hardware items or software products other than with those hardware items and software products that are identified in the Statement of Work as being compatible with the Software and/or the Client Website;
      2. to operate uninterrupted or error-free; or
      3. to have all program defects corrected.
   7. If the Software becomes or, in the opinion of qualified legal counsel, is likely to become the subject of any Intellectual Property rights claim by third parties, the Client will permit Sozo :
      1. to replace all or part of the Software with functionally equivalent software or documentation without any charge to the Client;
      2. to modify the Software as necessary to avoid such claim, provided that the Software (as amended) functions in substantially the same way as the Software before modification; and/or
      3. to procure for the Client a licence from the relevant complainant to continue using the Software.
   8. Subject to Clause 10 of this Design and Website Development Terms, if Software is determined in a court of law to be infringing and Sozo is unable after commercially reasonable efforts to procure for the Client the right to continue using the Software, or to provide the Client with functionally equivalent non-infringing software, the relevant Contract and any licence to use the Software shall be terminated and Sozo will refund the Client the Development Fees.
   9. Without prejudice to Clause 10 of this Design and Website Development Terms, Sozo shall have no liability for any claim of intellectual property infringement:
      1. caused by the Client’s use of the Software in combination with software not supplied or approved in writing by Sozo (other than the operating system of any of the Client’s hardware specified in the Statement of Work);
      2. resulting from any unauthorised modification of the Software; or
      3. where the claim for infringement arises in respect of a feature of the Software which was specifically requested by the Client as specified in the Statement of Work.
   10. Where the Client requires changes to Web Development Services and/or the functional specifications specified in the Statement of Work, such changes shall be agreed pursuant to the procedure specified in Clause 8 of the General Conditions i.e. the Variation Clause.
6. Search Engine Marketing Services
   1. Sozo undertakes to provide the Search Engine Marketing Services for the Client in accordance with the Statement of Work using reasonable skill and care.
   2. The Client warrants that it owns and/or is duly licensed to use any Intellectual Property in the trade marks, trade names and any descriptions and/or information of its product and/or services which it provides its customers and agrees to indemnify Sozo for any losses and/or damages suffered by Sozo if the use of the aforesaid by Sozo as part of the Search Engine Marketing Services infringes the Intellectual Property rights of any third parties.
   3. While Sozo will use reasonable care and skill in providing the Search Engine Marketing Services, Sozo does not warrant that any descriptions, meta tags or content used by Sozo (‘Sozo’s Content’) in order to optimise the Client’s Website does not infringe the Intellectual Property rights of third parties. In this regard, the Client is solely responsible to verify that Sozo’s Content does not infringe the Intellectual Property rights of any third parties and where appropriate, obtain legal advice on the same. Where Sozo’s Content infringes the Intellectual Property rights of any third parties, the Client shall inform Sozo of such infringement forthwith and Sozo will remove such Sozo’s Content as soon as possible. The Client agrees that this will be the Client’s sole remedy in respect of intellectual property rights infringement with regard to Sozo’s Content.
   4. The Client acknowledges that the effectiveness of the Search Engine Marketing Services is dependent on various factors which are outside of Sozo’s control such as the state of the Client’s competitors’ website, the specifications of the Client’s Website and the marketing strategy of the Client and choice of meta tags and descriptions used and the Client’s budget in respect of search engine fees e.g. adword fees charged by Google. As such, the Client acknowledges that the due performance of the Search Engine Marketing Services does not guarantee that the Client’s Website will enjoy a better or consistent position when searches are carried out on website search engines.
   5. The Client acknowledges that Sozo has no control over the policies of any search engine with respect to the type of websites and/or content which they accept, or the way in which websites are ranked wither now or in the future and Sozo shall not be liable to the Client for the actions of search engines.
7. Installation and Acceptance Testing
   1. Sozo shall upload and/or install the developed Client’s Website onto a test site when the Client’s Website is ready for acceptance testing and such acceptance testing will be carried out in accordance with the Acceptance Test.
   2. Sozo and the Client will jointly carry out the Acceptance Test.
   3. Where the Client’s Website passes the Acceptance Test, the Client will be deemed to accept the Client’s website.
   4. Where the Client Website fails the Acceptance Test, Sozo will carry out such Correction to ensure that the Client’s Website meets the requirements set out in the Acceptance Test. Sozo will have no less than 30 days to carry out such Correction. Thereafter the Parties will commence acceptance testing in accordance with the Acceptance Test.
   5. If any failure to pass the Acceptance Test results from a defect which is caused by an act or omission by the Client, or one of the Client’s sub-contractors or agents for whom Sozo has no control, the Client’s Website will be deemed to have passed the acceptance test, and Clause 7.3 shall apply.
   6. Where the Client’s Website passes the Acceptance Test, on the second attempt, Clause 7.3 of this Design and Website Development Terms will apply. If the Client’s Website fails the Acceptance Test on the second attempt, Clause 7.4 of this Design and Website Development Terms will apply.
   7. Where the Client’s Website passes the Acceptance Test on the third attempt, Clause 7.3 of this Design and Website Development Terms will apply. If the Client’s Website fails the Acceptance Test on the third attempt, the Client will be entitled to terminate the relevant Contract.
8. Support and Maintenance
   1. Where agreed by the Parties in the Statement of Work, Sozo will carry out such Corrections and provide the Client with support and maintenance services where reasonably possible and within reasonable timescales (‘Support and Maintenance Services’) in the event there are problems, faults and/or errors with regard to the Client’s Website.
   2. Where the Client and/or the Client’s users are unable to access the Client’s Website, the Client shall first ascertain whether the inability to access the Client’s Website is caused by a failure on the part of the Client’s Website or the Client’s internet service provider or server. Where fault lies with the Client’s Website, the Client’s authorised representative shall contact Sozo immediately and provide full information on the fault using the following details:

Email address: shaun@sozodesign.co.uk Telephone Number: 01242 5119120

1. Upon receiving the Client’s report, Sozo shall use reasonable endeavours to carry out the Correction to allow the Client and its users to access the Client’s Website. Where it is subsequently established that fault does not lie with the Client’s Website but with the Client’s equipment or its internet connection, Sozo reserves the right to charge the Client such reasonable cost as Sozo may have incurred.

9. Charges and Payment
   1. In consideration of the Design Services, Web Development Services, Search Engine Marketing Services and/or the Support and Maintenance Services, the Client will pay the Design Fees, the Search Optimisation Fees, the Support and Maintenance Fees and/or the Web Development Fees (as the case may be) in accordance with the Statement of Work.
   2. Unless otherwise specified in the Statement of Work, Sozo shall provide to the client an invoice for the services carried out in 9.1, and such invoice shall be payable within 30 days of receipt.
10. Limitation of remedies and liabilityThe Client’s attention is drawn to this clause
    1. Nothing in this agreement shall operate to exclude or limit Sozo’s liability for:
       1. death or personal injury caused by its negligence; or
       2. any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
       3. fraud; or
       4. any other liability which cannot be excluded or limited under applicable law.
    2. Sozo shall not be liable under or in connection with this agreement or any collateral contract for any:
       1. loss of revenue;
       2. loss of actual or anticipated profits;
       3. loss of contracts;
       4. loss of the use of money;
       5. loss of anticipated savings;
       6. loss of business;
       7. loss of opportunity;
       8. loss of goodwill;
       9. loss of reputation;
       10. loss of, damage to or corruption of data; or
       11. any indirect or consequential loss,

    in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise.

    1. Subject to clause 1, Sozo’s aggregate liability to the Client in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed £1,000.00.
11. Intellectual property rights
    1. As between Sozo and the Client, the Client retains all Intellectual Property rights in the Client Content and grants Sozo a licence to use such Intellectual Property rights to the extent required by Sozo to perform its obligations pursuant to the applicable Contract.
    2. As between Sozo and the Client, all Intellectual Property rights in the Software and any other Content other than Client Content arising in connection with the performance of the Search Engine Marketing Services, Design Services and/or Web Development Services belong to Sozo and/or its licensors.
    3. In the event the Software infringes the intellectual property rights of any third party:
       1. the Client shall notify Sozo promptly in writing of any such claim;
       2. the Client agrees not to make any admission or settlement of such claim without Sozo’s prior written consent;
       3. Sozo has sole control of the defence and any negotiations for compromise; and
       4. the Client agrees to provide, at Sozo’s expense, such assistance as Sozo reasonably requires.
12. Termination
    1. Without prejudice to any other rights or remedies which the Parties may have, either party may terminate the relevant Contract without liability to the other if:
       1. the other Party fails to pay any amount due under such Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
       2. the other Party commits a material breach of any of the terms of the relevant Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
       3. is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under the relevant Contract) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed of its assets or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the party giving notice means that the other may be unable to pay its debts.
    2. On termination of a Contract for any reason the Client shall immediately pay to Sozo all of Sozo’s outstanding unpaid invoices and interest and, in respect of any services supplied but for which no invoice has been submitted, Sozo may submit an invoice, which shall be payable immediately on receipt.
    3. The accrued rights and liabilities of the Parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

We will manage and optimize your paid media campaigns, including but not limited to Google Ads, Meta Ads, and LinkedIn Ads, to the best of our ability based on industry best practices, data analysis, and strategic expertise. However, due to the dynamic nature of digital advertising, market fluctuations, competition, and external factors beyond our control, we cannot guarantee specific results, including return on investment (ROI), click costs, lead generation, or conversions. All performance estimates are provided as guidance only and should not be interpreted as guaranteed outcomes. By engaging our services, you acknowledge that advertising performance may vary, and we are not liable for any discrepancies between projected and actual results.