SUMMARY
ATTACHMENT A:
Last updated: January 1st 2022
As you are using our website to access these Terms and Conditions please do view and carefully read our 'Website Terms and Conditions', as by using the website www.hopltd.co.uk (hereafter referred to as “the Site”) you agree to be legally bound by our Website Terms and Conditions, which will take effect immediately on use of the Site. If you do not agree to be legally bound then please do not access the Site and instead request the Terms and Conditions below from us, separately.
The Site is operated by Higher Online Presence - HOP Ltd., a company incorporated in England with Company Number: 09938070 with its registered office at; 12 Ibstock Road, Ravenstone, Leicestershire, LE67 2AL (“Higher Online Presence - HOP Ltd.”, "HOP", "HOP Ltd.", “we”, “us”, “our”).
These terms and conditions of use (“Terms and Conditions”) are a legal agreement between the person or entity who is purchasing or using the products and services being delivered by Higher Online Presence - HOP Ltd., ("You" means the individual accessing or using our products or services, or the company, or other legal entity on behalf of which such individual is accessing, using the services or receiving services, as applicable ("you", "client", "the client", "your")) and Higher Online Presence Ltd., a company incorporated in England with Company Number: 09938070 with its registered office at; 12 Ibstock Road, Ravenstone, Leicestershire, LE67 2AL (“Higher Online Presence Ltd.”, “we”, “us”, “our”, "HOP", "HOP Ltd." "the company"). By signing any agreements with us or by using any of our products or services in any way, 'You' are agreeing to be bound by each and every one of these Terms and Conditions without exception.
THIS WORKING RELATIONSHIP
The best work comes out of great relationships. Honesty, respect and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust.
You, are hiring Higher Online Presence – HOP Ltd. located at 12 Ibstock Road, Ravenstone, Leicestershire, LE67 2AL, to provide Digital Marketing services for 'your' company. These services can include but are not limited to services such as Website Design & Build, Social Media Management, Graphic Design, PPC Search Engine Marketing (SEM), SEO Services, Copywriting, Content Creation, Photography, Videography, Lead Generation, Influencer Marketing, Marketing Strategy, Branding. What your particular services cover and their limitations is covered in the agreement proposal or within an email we will have sent you, for the estimated total prices quoted in the 'Your Investment' section of this agreement, which doesn't include any optional add-ons added which may get added going forward. If any are added, this agreement assumes the new value as the agreed amount, as and when that occurs with your prior written/verbal approval.
As our customer, you have the power and ability to enter into this contract on behalf of your company or organisation. You agree to provide us with everything that we need to complete the project including text, images, fonts and other information as and when we need it, and in the format that we ask for. You agree to review our work, provide feedback, and sign-off approval in a timely manner and are bound by any deadlines that we set together. You also agree to keep to the payment schedule set out in this agreement and pay in advance of work being commenced. We have the experience and ability to perform the services you need, and we will carry them out in a professional and timely manner. We will strive to meet all the deadlines set, but we are not responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved our work on time at any stage. Where explicitly requested by 'you', we will also maintain the confidentiality of any information that you give us.
WEBSITE MANAGEMENT
We will create designs for the look, layout, and functionality of your website in line with the level of Website Management hours purchased. We will install and connect your website to various tools and plugins we use and/or have subscription licenses to, in order to effectively manage your website and monitor it. Any additional plugins or subscriptions required above these will need to be discussed and will generally require investment from you, especially if it is for a functionality you desire in the website.
We will carry out reasonable testing for our changes in current versions of major browsers including Apple, Microsoft, Google. We will not test these the website in old or abandoned browsers, for example Microsoft Internet Explorer 5, 5.5 or 6 for Windows or Mac, previous versions of Apple's Safari, Mozilla Firefox or Opera unless otherwise specified. Any issues with visibility or functionality are to be brought to our attention and we will investigate it with a view of getting it fixed as soon as possible. We shall not be responsible for any issues in relation to security, performance, downtime or speed where your website is being hosted elsewhere and not with our hosting service.
TEXT AND VISUAL CONTENT
We are not responsible for writing or inputting any text copy. We will be happy to help, but significant work on our part will result in a charge above and beyond the original price. This will not be done without your prior approval of an additional quote and balance provided in advance.
PHOTOGRAPHS, IMAGES, OR VIDEOS (CONTENT)
If needed, you can supply us photographs, images or videos in digital format. The higher quality they are the better the finish of designs for places like Social Media or your website will be. Stock content will not be purchased without your prior written approval or alternatively links will be provided to said images and you are free to purchase them and provide them to us afterwards. Upon agreement in writing first, sometimes we can supply images at no charge. This is solely at our discretion and will be dependent on the numbers of images to source, how long the specific images will take to source and dependant on resources available accordingly to other projects that we may have ongoing at that time. We strongly urge you to source your own content (photographs, images or video) and provide higher quality versions of those to us. If you prefer us to source your content for you, we will let you know of any sourcing costs associated with sourcing the images as it takes time to source the content, import them into the website or designs for Social Media, edit them and ensure they fit the requirement and rest of the design or website theme. We accept no liability for any copyright restrictions on any content provided to us or any content that we use, and this remains the sole responsibility of the client (you) to check, before, during and after your Social Media Posts, Ads, Graphics Designs or Website is created, set live or updated.
CHANGES AND REVISIONS
The estimate/quotation prices in this agreement are based on the time we estimate we will need to accomplish everything that you have told us you want to achieve. If you do want to change your mind, add extra pages or templates, or even add new functionality, that won't be a problem. At that time, you will be provided with an additional quote for the extra work.
TECHNICAL SUPPORT
As agreed, the quote provided includes the installation and setup of your site on your server. Updates to, and management of that server, plus any support issues will be up to you. We have not included technical support for website hosting, email, or other services relating to website hosting. If you do require help with anything beyond the design and development of your site, we will be happy to help.
LEGAL
We are not liable to you or any third party for damages, including lost profits, lost savings, or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages—even if you have advised us of the possibilities of such damages.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
COPYRIGHTS
You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion on Social Media Platforms and/or your website are either owned by you, or that you have permission to use them. When we receive your payments and we have delivered or published work for you; copyright is automatically assigned as follows: You own the graphics and other visual elements that we create for you for all projects we engage in, including this one. Upon request and providing all financial obligations by you to us have been satisfied, where we develop a Website for you, we will give you a copy of all the website files and you should store them carefully as we are not required to keep them or provide any native source files that we used in making them. You also own text content, photographs, and other data you provided, unless someone else owns them. You will own the HTML markup, CSS, and other code upon completion of a Website project. We also reserve the right to display and link to your completed projects as part of our portfolio and to write about the project multiple channels such as but not limited to: our www.hopltd.co.uk website, social media platforms, advertising campaigns, video publishing websites like YouTube, in magazine articles, and in books or brochures. This also includes any testimonials given by you for us, whether that be graphics, written, visual or audible formats.
Higher Online Presence Ltd. will not be liable for any claims made by content owners claiming unauthorised use of their content under any copyright laws or any of the Creative Commons Licenses. It is the sole responsibility of you the client to ensure any copyright laws or licenses aforementioned are adhered to and not breached and in the case of any breach to pay any damages due or settle the matter in a legal manner of your choosing.
PAYMENTS
As agreed, our payment schedules will be as follows, but may be more based on further conversations between us if you require further services.
Stage 1 - Deposit
For website projects or any projects that requires something to be built, (as illustrated in the 'Your Investment' section of this agreement) - upon award of a website build to us (Deposit).
Stage 2 - Balance
For website projects or any projects that requires something to be built (as illustrated in the 'Your Investment' section of this agreement)- on delivery of the completed website, after revisions and before the website is set live (Balance). Interest accrued if payment is more than 14 days late is 5% of outstanding amount to be added every 7 days, starting from 15th day after receipt of finished product or finished stage of product.
OTHER WORK INCLUDING ONGOING SERVICES
For any work other than websites, payment is required in advance of the work being commenced. For example, for Social Media Management this is typically just before the start of the next month. This way we can continue with getting ahead with content planning without disruption. Should payment not reach us, work will be immediately stopped and retained until remaining payment is made.
ATTACHMENT B:
ACCEPTANCES
The undersigned representative of Client has the authority to enter into this Agreement on behalf of Client. Client agrees to cooperate and to provide Contractor with everything needed to complete the Services as, when and in the format requested by Contractor. Contractor has the experience and ability to do everything Contractor agreed to for Client and will do it all in a professional and timely manner. Contractor will endeavour to meet every deadline that’s set and to meet the expectation for Services to the best of its abilities.
WARRANTY
Contractor warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation Contractor may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Contractor); (iii) Contractor has the full right to provide Client with the assignments and rights provided for herein; (iv) Contractor shall comply with all applicable laws in the course of performing the Services and (v) if Contractor’s work requires a license, Contractor has obtained that license and the license is in full force and effect.
EXCEPT AS SET FORTH IN THIS ATTACHMENT B, CONTRACTOR DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK. EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS.
CONFIDENTIALITY & NON-DISCLOSURE
Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means all (i) non-public information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”. In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.
Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of 3 years.
OWNERSHIP AND LICENSES
Contractor agrees that the deliverables and materials developed pursuant to this Agreement (including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that Contractor conceives and develops pursuant to this Agreement, including all materials incorporated therein whether such materials were conceived or created by Contractor individually or jointly, on or off the premises of Client, or during or after working time) shall be treated as if the development of such deliverable constitutes a “work for hire” and shall be owned by Client upon payment of all fees due to Contractor pursuant to this Agreement.
IN THE EVENT THAT ANY SUCH MATERIAL IS CONSIDERED NOT TO BE A “WORK MADE FOR HIRE,” CONTRACTOR HEREBY ASSIGNS ALL OWNERSHIP (WHETHER REPRESENTED OR NOT BY A REGISTERED PATENT, COPYRIGHT, TRADE SECRET) AND OTHER PROPRIETARY OR RIGHTS, TITLE AND INTEREST IN SUCH DELIVERABLES AND MATERIALS TO CLIENT, AND AGREES TO EXECUTE SUCH DOCUMENTS AS CLIENT MAY REASONABLY REQUEST, IN ORDER TO ASSIST CLIENT IN OBTAINING AND PROTECTING SUCH RIGHTS.
CONTRACTOR AGREES THAT CONTRACTOR HAS NO INTEREST IN ANY MATERIALS THAT CONTRACTOR SUBMITS TO CLIENT, INCLUDING, WITHOUT LIMITATION, ANY SECURITY INTEREST THEREIN, AND HEREBY RELEASES TO CLIENT ANY INTEREST THEREIN (IF ANY) WHICH MAY BE CREATED BY OPERATION OF LAW. EXCEPT AS OTHERWISE AGREED TO IN WRITING AND AS NECESSARY IN THE PERFORMANCE OF THIS AGREEMENT, CONTRACTOR SHALL HAVE NO RIGHTS TO LICENSE, SELL OR USE THE DELIVERABLES OR MATERIALS DEVELOPED UNDER THIS AGREEMENT, OR ANY PORTION THEREOF.
NON-SOLICIT
Contractor agrees that during the period in which it is providing Services and for one year thereafter, Contractor will not encourage or solicit any employee, vendor, client or contractor of Client to leave Client for any reason.
RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between Contractor and Client. Both Parties agree that Contractor is, and at all times during this Agreement shall remain, an independent contractor. In performing any and/or all of our respective obligations under this agreement, Higher Online Presence Ltd. and Customer shall each operate as and have the status of being an independent contractor of the other party, and neither party shall act as or be an agent or employee of the other party. Clients are forbidden from contacting our staff/contractors to use their services outside of Higher Online Presence Ltd. for a period of 60 months from the last day of their notice period. Any client found trying to solicit our staff for use of their services outside of Higher Online Presence Ltd. are liable for charges relating to the use of our staff equal to what they were paying per month and possible legal action.
TERM & TERMINATION
Either Party may terminate this Agreement at any time, with or without cause, upon 7 days written notice. Verbal requests to terminate do not constitute acceptance of any termination. In addition, access and use by You of the Higher Online Presence website also constitutes your acceptance of each and every one of these Terms and Conditions without exception. This takes effect from the date on which you first use this website. Either Party also may at any time terminate the Agreement immediately if: (i) the other party commits a breach of this Agreement and such party does not cure a breach within 5 days of written notice from the non-breaching party of such breach.
If this Agreement is terminated earlier by Client without cause, Client agrees to pay Contractor any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancellable commitments. Contractor agrees to use the best efforts to minimise such costs and expenses. Termination for any reason shall not affect the rights granted to Client by Contractor hereunder. Upon termination, Client shall pay to Contractor all undisputed amounts due and payable. If upon termination Client has not paid undisputed fees owed for the material, deliverables or Services provided by Contractor as of the date of termination, Client agrees not to use any such material or the product of such Service, until Client has paid Contractor in full. Any provisions or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement.
Notwithstanding anything to the contrary in this Agreement, Contractor shall retain a perfected security interest in the deliverable or material until Client has made payment in full for all undisputed amounts as of the termination date. Contractor hereby agrees to release and waive its security interest in the deliverable and material upon receipt of full payment for all undisputed amounts.
PAYMENT TERMS
Client understands the importance of paying independent contractors in a timely manner and wants to maintain a positive working relationship with Contractor to keep the project moving forward.
Payments for each invoice delivered by Contractor to Client are due within 0 days of receipt. In case of overdue payments, Contractor reserves the right to stop work until payment is received.
DEPOSIT
A deposit as set out in the 'Your Investment' section is due upon the acceptance of this Agreement before work will begin. For ongoing services, this will normally consist of a setup fee and the first month of management, due thereafter before the start of the following month. This way ongoing services will continue.
EXPENSE REIMBURSEMENT
Client shall reimburse all expenses that are reasonable and that have been authorised in writing by Client in advance; payable within 0 days of itemised invoice.
FEEDBACK & CHANGES
Client can provide feedback up to 3 times and Contractor will revise work up to 3 times. Any material changes to the Services, including work to be performed and related fees must be approved by the prior written consent of both parties.
INDEMNIFICATION AND LIMITATION OF LIABILITY
Contractor agrees to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through Contractor’s Talveer’s negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Contractor’s representations, warranties or agreements herein.
Client agrees to indemnify, defend and hold harmless Contractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by Client’s (i) Hassan Sajwani’ negligence; (ii) out of any claim that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein.
TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS ATTACHMENT B OR THIS AGREEMENT, CONTRACTOR’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS ATTACHMENT B AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CLIENT TO THE CONTRACTOR UNDER THIS AGREEMENT.
RIGHT TO AUTHORSHIP CREDIT
Both Parties agree that when asked, Client must properly identify Contractor as the creator of the deliverables. Client does not have a proactive duty to display Contractor’s name together with the deliverables, but Client may not seek to mislead others that the deliverables were created by anyone other than Contractor.
Client hereby agrees Contractor may use the work product as part of Contractors portfolio and websites, galleries and other media solely for the purpose of showcasing Contractors work but not for any other purpose. Contractor will not publish any confidential or non-public work without Client’s prior written consent.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed and construed in accordance with the laws of England and Wales. Any dispute arising hereunder shall be governed by the laws of the jurisdiction of Contractor’s primary business location (the “Contractor’s Jurisdiction”), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the Contractor’s jurisdiction.
WAIVER
The waiver of any provision of these Terms and Conditions shall not be effective unless in writing and signed by the party against which it is sought to be enforced. The failure of any party to insist, in any one or more instances, upon performance of any of these Terms or Conditions shall not be construed as a waiver of future performance of any terms, covenants or conditions of this agreement, and the obligations of each party with respect thereto shall continue in full force and effect. Any dispute arising out of or relating to these Terms and Conditions shall be subject to the exclusive jurisdiction and venue of the courts of England and Wales without exception. No other terms and conditions or contract supersede these terms which you as the client agree to.
FORCE MAJEURE
No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities.
NOTICES
Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via US mail or a nationally recognised carrier to the other Party’s address on file; (ii) or via e-mail to the other Party’s designated representative. Each Party shall have an independent obligation to provide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.
MISCELLANEOUS
The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement. Both parties have had the opportunity to review this Agreement and neither party will be deemed the drafter of this Agreement for the purposes of interpreting any ambiguity in this Agreement. The parties agree that this Agreement may be signed by manual or facsimile signatures and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.
ENTIRE AGREEMENT
Higher Online Presence Ltd. reserves the right at any time to modify these Terms and Conditions and to impose new or additional terms or conditions on 'your' use of our Services. Such modifications and additional terms and conditions will be effective immediately and incorporated into these Terms and Conditions.
Any modifications to these Terms and Conditions, will either be emailed to you and/or updated on our website: https://www.hopltd.co.uk/terms-and-conditions. If for any reason you are unable to access this link or the content on this page properly, please notify us immediately and we will rectify it. A customer’s continued use or receipt of our services will be deemed acceptance thereof. No other terms and conditions or contract supersede our terms which you as the client agree to. We encourage you to seek legal advice before accepting any legal agreements. Please note that any delays caused from your side with the providing of information, content, text or visual or on the decision of works to be completed, can and will have knock on effects on other projects we are working on. The delay you cause can therefore have far-reaching delays not limited just to the amount of days you may have delayed your project by. This is because your project may not be worked on due to your project falling behind the scheduled slots it was planned for. Your project would then need to be resubmitted to our work schedule where possible. These situations cause delays, which is why we stress the importance of speedy information flow and decisions being made in a well-considered but promptly manner. We cannot and will not accept any losses or losses of income or profit incurred as a result of a delay with the project not being finished on time. In the event that any provision of this Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.
ASSIGNMENT - BINDING NATURE
These Terms and Conditions shall be binding upon the parties and their successors and permitted assigns. Customer may not assign this agreement, or any portion thereof to any third party without Higher Online Presence Ltd.'s express prior written consent. Higher Online Presence Ltd. may assign this agreement and all of its rights and obligations here under to any affiliate or to any successor to Higher Online Presence Ltd.'s business.
SEVERABILITY
You cannot transfer this contract to anyone else without our prior written permission. In the event that any provision of these Terms and Conditions is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefore.
EXPORT COMPLIANCE
The Service and any other technology and derivatives thereof may be subject to export laws and regulations of England and Wales and other jurisdictions. Each party represents that it is not named on any government denied-party list. Customer shall not permit use of the Service in an embargoed country or in violation of any export law or regulation.
ENTIRE CONTRACT
This Agreement, along with this Attachment B, and any exhibits, schedules or attachments, between the Parties supersedes any previous arrangements, oral or written, and may not be modified in any respect except by a future written agreement signed by both Parties.
PLEASE NOTE: If you find any part of this document (including the terms & conditions) to be hard to read or too small to read, please email us on info@hopltd.co.uk and we will be happy to provide this document to you in a larger format or clarify any points further.
QUERIES
If you have any difficulties in accessing the Site, or have any questions about these
Terms and Conditions, then email us at
info@hopltd.co.uk .