ecologi-trees.png?w=1024&h=790&scale 52,312 Trees planted

Terms and Conditions

Domain Name Terms

  1. Application of the General Conditions
    1. This Domain Name Terms shall be read together with the General Conditions and unless the context otherwise requires, such defined terms used in this Domain Name 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 Domain Name Terms, the provisions in this Domain Name Terms will prevail.
  2. Definitions:
    1. In this Domain Name Terms:
      1. ‘Conditions’ means these Domain Name Terms, the General Conditions and where relevant, the Design and Website Development Terms and Website and E-mail Hosting Terms.
      2. ‘Domain Name’ means the domain name specified in the Statement of Work and/or Initial Statement of Work (as defined in the General Conditions) which the Client wishes to acquire and/or renew.
      3. ‘Domain Name Fees’ means the fees and/or charges payable by the Client to Sozo for the domain name acquisition and registration services and/or the domain name renewal services offered by Sozo to the Client as set out in the Statement of Work.
      4. ‘General Conditions’ means the General Terms and Conditions as set out on Sozo’s website.
      5. ‘Intellectual Property’ means copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs and any other relevant intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
      6. ‘Registry Administrator’ means the relevant organisation which deals with registering of domain names e.g. Nominet for .UK domain names; Network Solutions Inc for .com; .mobi; .org and .net domain names; and EURID for .EU domain names.
      7. ‘Seller’ means the seller of the Domain Name which the Client wishes to acquire.
      8. ‘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.
  3. Appointment of Sozo as agent to act for Client
    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 hereby appoints Sozo as its agent to:
      1. acquire the Domain Name from the Seller;
      2. to deal with the relevant registrars of the Domain Name and the Registry Administrators in order to register the Domain Name on behalf of the Client either under the name of Sozo or the Client (as agreed in the Statement of Work) with the relevant Registry Administrator; and/or
      3. to deal with the renewal of the Domain Name registration.
    3. By instructing Sozo to carry out the services set out in Clause 3.1 of this Domain Name Terms, the Client shall be deemed to have read and agreed to any terms and conditions by the relevant Registrar Administrator and/or registrars which woold apply to the services set out in Clause 3.1 of this Domain Name Terms.
  4. Acquisition and Registration of Domain Name
    1. Sozo and the Client will discuss the various options available to the Client. Usually, such options will be set out in the Initial Statement of Work. The Client will then provide Sozo with a few of its choices and prioritising such choices in a manner which Sozo may request and this information will be recorded and agreed in the Statement of Work.
    2. The Client will also provide all such information and assistance, and execute such documents as may be reasonably requested by Sozo as soon as it is reasonably practicable. For the avoidance of doubt, the Client is solely responsible for the information which it provides to Sozo.
    3. Sozo will upon receipt of the information required of the Client, submit the information to the appropriate registrar and/or Registry Administrator for approval and processing.
    4. Sozo will undertake the acquisition and registration of the Domain Name using reasonable skill and care.
  5. Renewal of Domain Names
    1. The Client may request Sozo to renew the Domain Name on behalf of the Client and Sozo will undertake such renewal of the Domain Name for the Client using reasonable care and skill.
    2. Notwithstanding any other provisions in the Conditions, the Client is solely responsible to notify Sozo in writing and to ensure that Sozo receives such notice with regard to the date of renewal of the Domain Name 30 days before such renewal date and Sozo will not in any event be liable for any losses and/or damages suffered by the Client if the Domain Name was not renewed on time due to the failure of the Client to inform Sozo of the date of renewal.
  6. Domain Name Fees
    1. In consideration of the domain name acquisition, registration and/or renewal services performed (as the case may be) by Sozo for the Client, the Client shall pay to Sozo the Domain Name Fee.
    2. The invoice for the Domain Name Fee shall be payable upon receipt.
  7. Warranties and Indemnities
    1. The Client warrants and represents that it has the foll power and authority to enter into the relevant Contract for the services specified in Clause 3.1 of this Domain Name Terms and such other documents required to effect the Domain Name acquisition, registration and/or renewal (as the case may be).
    2. The Client warrants and represents that it is able to pay the Domain Name Fee in accordance with the terms of this Agreement.
    3. The Client warrants and represents to the best of its knowledge that neither the acquisition, registration and/or renewal of the Domain Name (as the case may be) nor the manner in which it is directly or indirectly to be used infringes the Intellectual Property rights or any other legal rights of any third party and that the Domain Name is not being registered for nor shall it at any time whatsoever be used for any unlawfol purpose. In this regard, the Client shall indemnify and hold harmless Sozo against any claims, proceedings, losses, liabilities, damages (including reasonable costs), charges and expenses of whatever nature arising out of or in connection with any claim or action made against Sozo relating to a breach of this Clause 7.3 provided that Sozo will not make any admissions without the Client’s prior written consent and not take any step (or omit to take any step) which woold prejudice the Client’s defence of the claim, and shall allow the Client to conduct and/or settle all negotiations and litigation resolting from such claim. Sozo shall, at the request of the Client, afford all reasonable assistance with such negotiations or litigation and shall be reimbursed by Client for any reasonable out of pocket expenses incurred in so doing.
    4. The Client shall indemnify and hold harmless Sozo against all damages, losses and expenses arising as a resolt of any action or claim arising out of or in connection with the relevant Contract with regard to the services set out in Clause 3.1 of this Domain Name Terms insofar as such action or claims is not caused by any negligence of breach of this Domain Names Terms and/or the General Conditions by Sozo.
  8. Limitation of 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.

  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.
  1. 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 defaolt 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 compolsory of voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resolting 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:
      1. the Client shall immediately pay to Sozo all of Sozo’s outstanding unpaid invoices and any interest due 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; and
      2. (where applicable) subject to paying such fees as on Sozo’s then applicable hourly rates, Sozo will assist the Client to transfer the Domain Name to such other registrar and/or entities as the Client may instruct.
    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.

Website and Email Hosting Terms

  1. Application of the General Conditions
    1. This Website and E-mail Hosting Terms shall be read together with the General Conditions and unless the context otherwise requires, such defined terms used in this Website and E-mail Hosting 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 Website and E-mail Hosting Terms, the provisions in this Website and E-mail Hosting Terms will prevail.
  2. Definitions:
    1. In this Website and E-mail Hosting Terms:
      1. ‘Acceptance Test’ means the acceptance test set out in the Statement of Work.
      2. ‘Conditions’ means these Website and E-mail Hosting Terms, the General Conditions and where relevant, the Domain Name Terms and Design and Website Development Terms.
      3. ‘E-mail Hosting Fees’ means the e-mail hosting fees specified in the Statement of Work in respect of the E-mail Hosting Services.
      4. ‘E-mail Material’ means E-mails, information in the E-mails including text, pictures, messages and/or such other information attached and/or contained in any of the E-mails being hosted by Sozo.
      5. ‘E-mail Hosting Services’ means the E-mail hosting services specified in the Statement of Work.
      6. ‘General Conditions’ means that General Terms and Conditions as set out on Sozo’s website.
      7. ‘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.
      8. ‘Site’ means the Client’s website specified in the Statement of Work which Sozo is hosting for the Client on which material including the E-mail Materials and/or Website Materials (as the case may be) would be hosted.
      9. ‘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.
      10. ‘Website Hosting Fees’ means the website hosting fees specified in the Statement of Work in respect of the Website Hosting Services.
      11. ‘Website Material’ means any materials, software, information and content of the website which is to be hosted by Sozo for the Client.
      12. ‘Website Hosting Services’ means the website hosting services specified in the Statement of Work.
  3. Commencement of Hosting Services
    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 E-mail Hosting Services and/or Website Hosting Services (as the case may be) and Sozo accepts such appointment..
    3. The Parties may mutually agree to renew the E-mail Hosting Services and/or Website Hosting Services (as the case may be) for such additional periods as may be agreed between the Parties. Unless otherwise waived by Sozo, any renewals of the E-mail Hosting Services and/or Website Hosting Services (as the case may be) shall be in writing.
  4. Hosting Services
    1. Sozo shall provide the Website Hosting Services and/or E-mail Hosting Services in accordance with the Statement of Work. In this regard, Sozo will provide the Website Hosting Services and/or E-mail Hosting Services using reasonable skill and care.
    2. Sozo shall provide the Client with the facility to update and/or upload new Website Material onto the server.
    3. Without prejudice to Clause 4.2 of this Website and E-mail Hosting Terms, the Client will be entitled to request Sozo to assist the Client with such updating and/or uploading of new Website Material and the Parties will mutually agree such fees payable by the Client to Sozo for such assistance.
    4. Subject to clause 4.5, Sozo will use its reasonable endeavours to ensure that the E-mail Hosting Services and/or Website Hosting Services (as the case may be) are available all the time.
    5. Notwithstanding Clause 4.4 of this Website and E-mail Hosting Terms, while Sozo will endeavour to ensure that the E-mail Hosting Services and/or Website Hosting Services (as the case may be) is available all the time, Sozo does not guarantee that the E-mail Hosting Services and/or Website Hosting Services (as the case may be) will be uninterrupted, secure or error-free or that any data generated, stored, transmitted or used via or in connection with the E-mail Hosting Services and/or Website Hosting Services (as the case may be) will be complete, accurate, up to date, received or delivered.
    6. The Client acknowledges that Sozo may from time to time carry out repairs, maintenance and/or improvements to E-mail Hosting Services and/or Website Hosting Services (as the case may be). In this regard, Sozo will use reasonable endeavours to inform the Client of such non availability of the E-mail Hosting Services and/or Website Hosting Services (as the case may be) and ensure that such maintenance and/or improvements are carried out outside normal business hours wherever possible.
    7. For the avoidance of doubt, the Client acknowledges that the E-mail Hosting Services and/or Website Hosting Services (as the case may be) is dependant on the Client having an internet connection. The Client acknowledges that Sozo does not provide internet connection services to the Client nor does Sozo acts as the Client’s Internet Service Provider (‘ISP’). The Client is responsible for its own internet connection.
    8. Sozo shall as soon as it is practicable on request by the authorised personnel of Client, suspend availability of the Website Materials and/or the E-mail Materials and shall likewise, on request by the authorised personnel of the Client, as soon as it is practicable, procure that the provision of access to such materials is resumed following such suspensions.
    9. Where the Client requires changes to the Website Hosting Services and/or E-mail Hosting Services, any such changes shall be agreed pursuant to the variation procedures set out in Clause 8 of the General Conditions i.e. the Variation Clause.
    10. You may not run server processes (eg. talkers/IRC Bots) or any performance monitoring for other web sites from your web space as our shared servers are setup specifically to make these perform badly. If we discover them, we will delete them without warning and will suspend your account immediately and invoice you £20 for the cleanup.
    11. We shall not be held liable for any loss or damages caused by the use or misuse, unavailability or removal of services, especially after your account has either elapsed or been cancelled, all files (including web pages, etc.) will be deleted after 28 days.
    12. “Safe lists” and “double optin” lists that you purchase on the internet will NOT be tolerated and will be treated as spamming. Any user who attempts to send out spam will have their account terminated without notice. (Our shared servers all have strict outgoing mail controls blocking the sending of bulk emails)
    13. Sozo reserves the right to charge the holder of the account used to send any unsolicited e-mail a clean up fee. This cost of the clean up fee is left entirely to the discretion of Sozo.
    14. This agreement sets out the full extent of the Sozo’s obligations and liabilities in respect of the supply of the E-mail Hosting Services and Website Hosting Services. All conditions, warranties or other terms concerning the E-mail Hosting Services and Website Hosting Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
    15. If you decide to host the website yourselves – SOZO cannot be wholly responsible for the security, speed or performance of your website. Installing our websites on external servers can cause technical issues and some poor quality hosting may not be suitable. Configuration of hosting environments to facilitate our deployment process is be chargeable. Updating of Wordpress or Magento and any plugins will be the responsibility of the client. The client will be responsible for reviewing any security alerts or logs generated and deciding if any action is required.
    16. Updating of plugins and installing of any new plugins can cause errors resulting in the site not performing as expected or in some cases being un-accessible. If SOZO are asked to fix any issues related to updates this will be chargeable.
    17. SOZO will provide the client with access to the backend of the content management system to enable you to make content edits yourselves. In order to maintain the security of the site and integrity of the code we do not provide admin access to clients.
  5. Client’s Responsibilities
    1. The Client shall be responsible for the accuracy and completeness of the Website Material.
    2. The Client shall provide Sozo or shall procure that the Client’s current hosting service provider provides Sozo with the Website Material and/or E-mail Material (as the case may be) so as to enable Sozo to provide the E-mail Hosting Services and/or Website Hosting Services (as the case may be) to the Client.
    3. The Client acknowledges that where Sozo is unable to implement the E-mail Hosting Services and/or Website Hosting Services (as the case may be) due to the fault of the Client, Sozo shall not be liable for any losses and/or damages suffered by the Client. In addition, Sozo reserves the right to invoice the Client for any additional expenses reasonably incurred by Sozo as a result of such delays by the Client.
    4. Your website will have standard privacy policy, cookie policy and terms &apm; conditions, however it is the client’s responsibility to ensure these are accurate and apply to your business. You can amend accordingly.
  6. Installation and Acceptance Testing
    1. Sozo shall upload and/or install the Website Material and/or E-mail Material (as the case may be) onto Sozoing server.
    2. Sozo will thereafter inform the Client that the uploading and installation of the Website Material and/or E-mail Material (as the case may be) has been completed and that the E-mail Hosting Services and/or Website Hosting Services (as the case may be) is ready for acceptance testing which shall be carried out in accordance with the Acceptance Test.
    3. Sozo and the Client will jointly carry out the Acceptance Test.
    4. Where the E-mail Hosting Services and/or Website Hosting Services (as the case may be) pass the Acceptance Test, the Client shall be deemed to have accepted the E-mail Hosting Services and/or Website Hosting Services.
    5. Where the E-mail Hosting Services and/or Website Hosting Services (as the case may be) fail the Acceptance Test, Sozo will rectify any errors, issues and/or problems to ensure that the E-mail Hosting Services and/or Website Hosting Services (as the case may be) meets the requirements set out in the Acceptance Test and notify the Client of the errors, issues and/or problem and that the same has been fixed. Sozo will have no less than 30 days to rectify such errors, issues and/or problems. Thereafter the Parties will commence acceptance testing in accordance with the Acceptance Test.
    6. 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 E-mail Hosting Services and/or Website Hosting Services will be deemed to have passed the Acceptance Test and Clause 6.4 shall apply.
    7. Where the E-mail Hosting Services and/or Website Hosting Services (as the case may be) pass the Acceptance Test on the second attempt, Clause 6.4 of this Website and E-mail Hosting Terms will apply. If the E-mail Hosting Services and/or Website Hosting Services (as the case may be) fail the Acceptance Test on the second attempt, Clause 6.5 of this Website and E-mail Hosting Terms will apply.
    8. Where the E-mail Hosting Services and/or Website Hosting Services (as the case may be) pass the Acceptance Test on the third attempt, Clause 6.4 of this Website and E-mail Hosting Terms will apply. If the E-mail Hosting Services and/or Website Hosting Services (as the case may be) fail the Acceptance Test on the third attempt, the Client will be entitled to terminate the relevant Contract.
    9. Notwithstanding Clauses 6.4 to 6.8 of this Website and E-mail Hosting Terms, the Client shall be deemed to have accepted the E-mail Hosting Services and/or Website Hosting Services (as the case may be) if:
      1. the Client uses the E-mail Hosting Services and/or Website Hosting Services (as the case may be) for its business purposes, any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
      2. the Client unreasonably delays the start of the relevant Acceptance Test or any retests for a period of more than seven working days from the date on which Sozo is ready to commence running such Acceptance Tests or retests (as the case may be).
  7. Charges and Payment
    1. Unless otherwise specified in the Statement of Work, Sozo shall be entitled to invoice the Client in respect of the E-mail Hosting Fees and/or Website Hosting Fees (as the case may be) for the first month of such services upon the Parties agreeing the Statement of Work and the Client shall pay to Sozo the E-mail Hosting Fees and/or the Website Hosting Fees (as the case may be) within 30 days of the date of Sozo’s invoice. Thereafter, Sozo shall be entitled to issue the Client with a yearly invoice in respect of the E-mail Hosting Fees and/or Website Hosting Fees (as the case may be) and such invoice shall be payable within 7 days of the date of Sozo’s invoice.
  8. E-mail Material and Website Material
    1. The Client shall ensure that the Website Materials and/or E-mail Materials do not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (“Inappropriate Content”);
    2. The Client undertakes to comply and shall contractually procure that its users comply with generally accepted principles of internet usage (whether governed by the laws of any jurisdiction or not) including refraining from:
      1. sending unsolicited mass communications (“Spam”);
      2. sending mail bombs; Trojan horses; viruses or other disruptive programs or devices;
      3. pirating or otherwise illegally copying software or other proprietary material; and
      4. violating the security of any website or engaging in unauthorised decryption of protected material.
      5. The Client acknowledges that Sozo has no control over any content placed on the Site by visitors and does not purport to monitor the content of the Site.
    3. Sozo reserves the right at any time and without notice and without liability, to suspend availability and/or remove any content and/or material from the Site (including the Website Material and/or E-mail Material) where it reasonably suspects such content and/or Material is Inappropriate Content. Sozo shall as soon as it is practicable, notify the Client if it becomes aware of any allegation that content and/or material on the Site may be Inappropriate Content.
    4. The Client acknowledges and agrees that Sozo may be required by a law enforcement agency to monitor Site content and traffic and if necessary give evidence of the same to support or defend any dispute or actionable cause or matter which arises in relation to the same.
    5. The Client shall indemnify Sozo, its successors and assigns against all damages, losses and expenses arising as a result of any action or claim that the materials and/or content on the Site including the E-mail Materials and/or Website Materials constitute Inappropriate Content.
    6. The Client warrants that any personal data on the system hosted by Sozo complies fully with the The EU General Data Protection Regulation (GDPR) and associated legislation and hereby indemnifies Sozo against any infringement of such legislation (except insofar as Sozo is responsible for the security of the system and the materials) and in particular acknowledges that Sozo does not operate or exercise any control over, and accepts no responsibility for where or in what jurisdiction the materials may be received.
    7. The Client undertakes and shall contractually procure that each of its users and/or visitors undertake not to upload any materials and/or contents onto the Site which are Inappropriate Content. The Client shall be solely responsible for the accuracy, legality, and compliance with the relevant rules and regulations in respect of the materials and/or content uploaded onto the Site.
    8. The Client warrants that it has and shall contractually procure that its users have obtained all necessary consents, approvals and licences for the use of third party Intellectual Property and the use of such third party Intellectual Property will not violate any intellectual property rights belonging to any third party.
    9. The Client shall indemnify and hold harmless Sozo against any claims, proceedings, losses, liabilities, damages (including reasonable costs), charges and expenses of whatever nature arising out of or in connection with any claim or action made against Sozo relating to a breach of any sub-clauses of Clause 8 of this Website and E-mail Hosting Terms by the Client and/or its users provided that Sozo will not make any admissions without the Client’s prior written consent and not take any step (or omit to take any step) which would prejudice the Client’s defence of the claim, and shall allow the Client to conduct and/or settle all negotiations and litigation resulting from such claim. Sozo shall, at the request of the Client, afford all reasonable assistance with such negotiations or litigation and shall be reimbursed by Client for any reasonable out of pocket expenses incurred in so doing.
    10. Sozo may include the statement “Web Design SOZO” on the Site in a form to be agreed
  9. Data Protection
    1. In this Clause 9, Personal Data has the meaning given in the The EU General Data Protection Regulation (GDPR).
    2. The Client acknowledges that to the extent Sozo processes any Personal Data on behalf of the Client:
    3. it shall act only on instructions from the Client;
  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 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 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.
    4. The Client shall defend, indemnify, save and hold SOZO Design Ltd harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitors fees asserted against SOZO Design Ltd, its agents, its Clients, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employees or assigns.
    5. The Client shall defend, indemnify and hold harmless SOZO Design Ltd against liabilities arising out of Any defective products sold to Clients from a SOZO Design Ltd server, any injury to person or property caused by any products sold or otherwise distributed in connection with SOZO Design Ltd servers and any material supplied by Clients infringing or allegedly infringing on the proprietary rights of a third party, including copyright infringement.
    6. Sozo reserves the right to amend and update these Terms and Conditions at any time with at least 7 days notice but we will provide update on our website in advance to provide users adequate time to question, or raise any concerns regarding any forthcoming changes.
  11. Intellectual property rights
    1. Without prejudice to the other provisions in the Conditions, as between Sozo and the Client, the Client retains all Intellectual Property rights in the E-mail Materials, the Website Materials and such other content and/or materials on the Site, and grants Sozo a licence to use such Intellectual Property rights to the extent required to perform its obligations pursuant to the applicable Contract.
    2. All Intellectual Property Rights in any works arising in connection with the performance of the E-mail Hosting Services and/or Website Hosting Services by Sozo shall be the property of Sozo and/or its licensors, and Sozo hereby grants to the Client a non-exclusive licence during the term of the relevant Contract to such Intellectual Property rights for the purposes of utilising the E-mail Hosting Services and/or Website Hosting Services provided by Sozo.
    3. The Client shall indemnify and hold harmless Sozo against all damages, losses and expenses arising as a result of any action or claim that the E-mail Materials, the Website Materials and such other content and/or materials on the Site infringe the Intellectual Property rights of any third party.
  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 of 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:
      1. the Client shall immediately pay to Sozo all of Sozo’s outstanding unpaid invoices and any interest due 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; and
      2. subject to paying such fees as on Sozo’s then applicable hourly rates, Sozo will assist the Client to transfer all the E-mail Materials, Website Materials and such materials and/or contents on the Site to a new hosting service provider.
    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.
    4. Sozo reserves the right to cancel the Client’s account at any time if the Client Is found to be in breach of these terms & conditions but Sozo will provide the Client with 1 written warning notice beforehand and only if the Client faisl to comply within 5 working days will Sozo close the Cient’s account without any further notice.
  13. Support and Maintenance
    1. Sozo will provide the Client with support and maintenance services in the event the E-mail Hosting Services and/or Website Hosting Services (as the case may be) are down and/or unavailable.
    2. Where the Client and/or the Client’s users are unable to access the Site, the E-mail Materials and/or Website Materials (as the case may be), the Client shall first ascertain whether the inability to access the Site, the E-mail Materials or Website Materials (as the case may be) is caused by a failure on the part of the E-mail Hosting Services and/or Website Hosting Services or the Client’s internet service provider, the Client’s sub-contractors or agents. Where fault lies with the E-mail Hosting Services and/or Website Hosting Services, 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 511912

    1. Upon receiving the Client’s report, Sozo shall use reasonable endeavours to resolve and rectify the problem to allow the Client and its users to access the Site, the E-mail Materials or Website Materials. Where it is subsequently established that fault does not lie with the Site, the E-mail Materials or Website Materials but with the Client’s equipment or its internet connection, Sozo reserves the right to charge the Client such reasonable costs as Sozo may have incurred.

General Terms and Conditions

  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.

Design, Website development & SEO service terms

  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.
  1. 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.
  2. 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.
  3. 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.
  4. 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.

In commissioning SOZO to carry out work for you, you are accepting our terms and data processing agreement.

Google Rating
5.0
Based on 55 reviews
js_loader