Terms & Conditions

1 SCOPE

1.1. This document sets out the general terms and conditions (General Terms) which apply to all Services and/or Works which Tiedot provides to the Client, as may be more specifically set out in any Proposal.
1.2. These General Terms explain each party’s duties to the other and form part of the agreement for all Services, Works provided by Tiedot.
1.3. The agreement between the parties is made up of (i) these General Terms; (ii) any Proposal issued by Tiedot to the Client in connection with the Works and the Services; and (iii) any other written document either issued by Tiedot (and expressly referring to and incorporating itself into the Agreement) or any amendments or supplements to the Agreement signed and agreed in writing between the parties. Together the above documents shall constitute and be known as the Agreement, and apply to the contract between the Client and Tiedot to the exclusion of any other terms that the Client may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.4. When construing the meaning of the Agreement, the documents listed in clause 1.3 shall, unless otherwise stated in any Proposal, be interpreted in an order of priority in the event of any inconsistency or conflict, with documents appearing earlier in the list taking priority over documents appearing later in the list, unless otherwise expressly stated in those documents.
1.5. The Client should print or save a copy of these General Terms for its records. This version one of these General Terms was last updated on 25 April 2024.
1.6. Any quotation given by Tiedot shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
1.7. The Agreement shall come into force once the Proposal is signed by the Client, either electronically or by in writing, or the Client otherwise takes steps to confirm its acceptance of the Proposal (expressly or impliedly), including emailing to confirm acceptance or making any payment to Tiedot. At such point and date (the Commencement Date) the Agreement shall be deemed binding accordingly.

2. INTERPRETATION

2.1. The definitions and rules of interpretation in this clause 2.1 apply in the Agreement.
Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity;
Agreement has the meaning given to it in clause 1.3;
Assigned Rights has the meaning given to it in clause 6.1;
Background IP means Tiedot’s own logos or trademarks, or other proprietary information or Intellectual Property of Tiedot’s which is either generic in nature and may be re-used for Tiedot’s other clients, or which pre-date the date of provision of the Final Works;
Commencement Date has the meaning given in clause 1.7;
Confidential Information means information of commercial value, in whatever form or medium, disclosed by the party to the other party that would be regarded by a reasonable business person as confidential, including commercial or technical know-how, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing and marketing;
Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company or other entity, and controls, controlled;
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures have the meanings given in the Data Protection Legislation;
Client means the customer identified and set out in any Proposal;
Client Equipment has the meaning given to it in clause 3.7;
Client Representative means a person duly authorised by the Client to act on its behalf and bind it for the purposes of the Agreement;
Data Protection Legislation means all applicable data protection law and regulations in the United Kingdom from time to time;
Final Works means the finalised, completed and agreed upon Works produced by Tiedot as set out in clause 4;
General Terms has the meaning given to it in clause 1.1;
IPR means patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other IPR, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, 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, including the right to sue for and recover damages for past infringements;
Materials means and any content, information or data, including any text or images, which is provided by, or is to be provided by, the Client from time to time in connection with the Services or for incorporation into the Works (as applicable);
Payment Terms means the payment terms set out in the Proposal, but if there are none specified, any payments shall be due within 30 days of the date of a relevant invoice, and Tiedot shall be entitled to invoice 50% up-front and 50% on delivery of any Final Works (for fixed term projects), or monthly in advance for any monthly rolling maintenance projects;
Permitted Purposes the meaning given in clause 8.1;
Personal Data means data subject to protection under the Data Protection Legislation;
Price means the aggregate price for the Works and/or Services and the granting of the Assigned Rights and/or Licensed Rights, as specified in any Proposal;
Proposal means any proposal document provided to the Client by Tiedot prior to the Commencement Date;
Services means the services provided by Tiedot under the Agreement, as specifically set out in any Proposal, including the provision of the Works (as applicable);
Specification means any specification for the Works, as specified in the Proposal;
Support means the support that is included within the Services, where support is specified as being within the scope of Services in the Proposal;
Tiedot means Tiedot Digital Ltd, a company incorporated in Northern Ireland under registered number NI685989, with registered address at 19 Castlegowan Place, Belfast, Northern Ireland, BT5 7WH;
Tools means any tools and know-how developed, and methods invented, by Tiedot in the course of or as a result of carrying out the Work, whether or not developed or invented specifically or used exclusively to carry out the Work;
VAT means value added tax chargeable under the Value Added Tax Act 1994 and any similar additional tax and any similar additional tax or any other similar turnover, sales or purchase tax or duty levied in any other jurisdiction;
Works means all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, video, animation, typographical arrangements and all other materials in whatever form, including hard copy and electronic form, prepared by Tiedot specifically and uniquely for the Client in the provision of the Services; and
White Label Work means any Services provided by Tiedot to a Client who re-brands or re-sells such Services as services in their own account or under their own brand.
2.2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
2.3. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.4. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment, and includes any subordinate legislation for the time being in force made under it.
2.5. Except where a contrary intention appears, a reference to a clause, is a reference to a clause of these General Terms, and a reference to a section is to a relevant section of the Proposal.
2.6. Clause or section headings do not affect the interpretation of the Agreement.
2.7. Writing or written includes e-mails sent by Tiedot to the Client at the email address specified for the Client in the Proposal, but not fax.
2.8. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns.

3. SERVICES

3.1. Tiedot shall, subject to payment of the Price and receipt of a copy of the Materials by the date(s) requested or required, supply the Services and/or the Works (as applicable and in accordance with any agreed Specification), to the Client in accordance with and subject to the terms and conditions set out in the Agreement.
3.2. Client agrees and accepts that any amendment requested by it to the Services, Works, Price or Proposal may result in delays to delivery of the Services and the Final Works.
3.3. For the avoidance of doubt, Tiedot shall only provide the Services specifically set out in the Proposal, and any other services shall be outside scope.
3.4. Where Support is included in the scope of the Services, this shall be a reasonable level of Support (subject to fair usage restrictions) provided for the agreed term in the Proposal, unless otherwise specified, during Tiedot’s standard business hours (9am to 5pm UK time on working days) via the email address specified in the Proposal, in accordance with any support services policy rolled out by Tiedot from time to time.
3.5. Tiedot shall provide any relevant Third-Party Software to the Client under the standard licence terms provided by the relevant third parties, copies of which the Client may request, and the Client agrees to be bound to the relevant third parties by such licence terms and to use reasonable endeavours to ensure that its Affiliates are bound under similar obligations owed to the relevant third parties.
3.6. Where Tiedot is providing Services to the Client based on interaction with any third party platform or software product (a TPP) Customer acknowledges and accepts that, as such TPP is a third-party product not owned by Tiedot, Tiedot are not responsible for any issues the Client has with the TPP, such as downtime or bugs. The Client should contact the owner of the TPP directly with any related queries. The Client is also responsible for obtaining and maintaining its TPP licence directly, and these costs are not included in the Price.
3.7. Tiedot reserves the right to suspend the Services and any provision of the Works at any time where, in Tiedot’s reasonable opinion, Client has been fraudulent, negligent, failed to perform or delayed in the performing any of its obligations under the Agreement, until such time as such act or omission (to the extent that it is deemed by Tiedot to be rectifiable) has been rectified, or where Tiedot, acting reasonably, believes that Client may be subject to any of the events outlined in clause 14.2 below.
3.8. If delivery of the Services is delayed at the request of Client, or because of its acts or omissions, and the delay has, in Tiedot’s view, resulted in an increase in cost to Tiedot of carrying out its obligations under the Agreement, Tiedot may, at its reasonable discretion, notify Client that it wishes to increase the Price to reflect such cost and of the payment terms that will apply to such increased Price.
3.9. Where applicable, in the event that the project the subject of any Proposal exceeds the number of hours allocated to it in the Proposal, Tiedot reserves the right to amend the Price, unless the Proposal and Specification specifically outline that any extra time shall be for Tiedot’s account.
3.10. The Client shall be responsible for ensuring that it has obtained all relevant third-party hardware or software (Client Equipment) which is required to receive the benefit of the Services and Works, as advised by Tiedot from time to time.
3.11. Time shall not be of the essence regarding any date for delivery by Tiedot of any Services or Works, and any timeframes given by Tiedot, including within the Proposal, shall be reasonable estimates, which Tiedot shall use reasonable endeavours to work towards only.
3.12. As standard across the Services and unless otherwise notified, the Client shall be exclusively responsible for implementing any optimisation changes recommended by Tiedot. As notified by Tiedot, in certain cases for amendments to existing optimisations, the Client shall allow Tiedot use of their website’s or social media platform’s FTP or content management system’s username and password in order to gain access to add in keywords or otherwise change existing optimisations.
3.13. Tiedot require that prior notice be given for any alterations relating to the Client’s website(s), social media platform(s), domain names, and any other material information regarding the technical infrastructure which may affect the Services delivered by Tiedot. If such alterations are made by the Client or a third party the Services may be affected.

4. FINAL WORKS

4.1. Insofar as Tiedot are producing any specific Works to be delivered to Client in accordance with any parameters agreed in a Proposal, the procedure for producing the Final Works shall be as follows:
4.2. Tiedot shall (subject to Client fulfilling all its obligations under the Agreement) preparing a first iteration of the Works (the First Iteration) for review by Client;
4.3. For the avoidance of doubt, any timeframes that Tiedot may agree or specify in relation to delivery of the Services relate to the provision of the First Iteration;
4.4. Client shall review the First Iteration of the Works and revert with any comments or feedback no later than 5 Business Days after the date of provision of the First Iteration;
4.5. The Price includes one minor revision to the Works, which Tiedot shall undertake in return for payment of the agreed Price (subject to receipt of Client’s feedback within the periods required (as per the above));
4.6. If no feedback is provided within the requisite time period the First Iteration shall be deemed the Final Works;
4.7. If feedback is provided and only a single minor revision is required, the First Iteration (as revised) shall be treated at the Final Works; and
4.8. Where more than one minor revision or any major revision(s) is requested by Client, Tiedot shall notify Client of the relevant increase to the Price and of the payment terms that will apply to such increased Price. Such increase to Price shall be calculated by Tiedot on a time and materials basis at Tiedot’s standard hourly rates. Tiedot reserves the right to suspend the Services until Client agrees to any such increased Price, and to treat the First Iteration (subject to the single minor revision) as the Final Works.
4.9. Otherwise, insofar as there are no specific parameters for the Works agreed in a Proposal, or Tiedot’s Services do not require the delivery of any written Works, Tiedot shall simply deliver the Services as contemplated in the Agreement and the date of completion of the Services shall be the date of deemed acceptance thereof.

5. PAYMENT

5.1. Tiedot shall submit invoices for the Price in accordance with the Payment Terms. The Client shall make payment of each invoice immediately upon receipt, or within the timeframe otherwise provided for under the Payment Terms. Where Tiedot has requested an up-front payment or deposit it reserves the right not to commence the Services until it has received this amount. Any up-front payment or deposit is non-refundable. For the avoidance of doubt, Client shall be obliged to pay Tiedot regardless of any agreement reached with its own customers, and whether its own customers use or pay for the Final Works or not.
5.2. If any delivery is delayed at the request of the Client, or because of its acts or omissions, including failure to provide Materials within the required timeframes to permit Tiedot to provide the Services and Works within the target timeframes set out in the Proposal, Tiedot shall be entitled to invoice the Client for the Services in accordance with the agreed Payment Terms notwithstanding such Client delays. Additionally, if Tiedot can demonstrate that the delay has resulted in an increase in cost to Tiedot of carrying out its obligations under the Agreement, Tiedot may, at its sole discretion, notify the Client that it wishes to increase the Price by an amount not exceeding any such demonstrable cost. Tiedot may invoice the Client for any additional monies that become payable in this way, within 30 days of demonstrating the increase in costs.
5.3. The Price and all other payments under the Agreement are net of tax. The Client shall, in addition, pay to Tiedot the amount of any tax, duty or assessment, including any applicable VAT, which Tiedot is obliged to pay and/or collect from the Client in respect of any supply under the Agreement (other than tax on Tiedot's income).
5.4. If the Client fails to make any payment due to Tiedot under the Agreement by the due date for payment, then, without limiting Tiedot's other remedies, Tiedot may charge the Client interest a rate of 8% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount. The Client also specifically agrees that Tiedot may also recover the legal fees, costs and disbursements it incurs to collect any unpaid invoices, and that such fees and costs are reasonable.
5.5. Where the Services involve purchase of external goods and services from third parties, such cost may be invoiced by Tiedot to Client, prior to commencement of the Services or prior to purchase of such external goods and services from third parties. Where Tiedot has invoiced Client for such costs, Tiedot reserves the right not to commence the Services until it has received such amount requested.
5.6. The Price is exclusive of costs and expenses related to the Services and/or Works, such as courier services, postage, overseas telephone charges, colour photocopying, photography and prints, disk or tape duplications, creation of audio/video streaming files, travel, accommodation, subsistence and similar items which will be invoiced to Client in accordance with the payment terms set out in the Proposal, (or if none are specified on completion of the Services). Any other reasonable out-of-pocket expenses (for any cost incurred by Tiedot on Client’s behalf, at the request of Client, or in connection with the Services provided to Client by Tiedot) may be charged by Tiedot on production of reasonable evidence of expenditure to Client.
5.7. Where the Client has authorised Tiedot to incur any expenditure on its behalf as part of the Services, including in the delivery of any targeted advertising or marketing campaigns or otherwise, any parameters for such expenditure (including any budget for same) must be expressly agreed up-front or otherwise in writing in advance of commencement of such a campaign by Tiedot. Otherwise, Tiedot shall be free to spend such money in delivery of the campaign at its discretion, provided that it acts in good faith, and the Client agrees to indemnify Tiedot in respect of any such expenses and otherwise to pay any invoices raised by Tiedot therefor on demand, in accordance with any agreed payment terms set out in the Proposal. Alternatively, where Client is purchasing Google and/or Facebook advertising Services it acknowledges that these may work on a pay-per-click (PPC) basis where the Client pays directly to Google Inc. (or other third party) for any clicks using the campaigns designed by Tiedot. Client agrees to pay in full the set budget for the PPC ad campaigns directly and accept to hold harmless, protect, and defend Tiedot from any penalty, liability or claim arising from delay in or non payment. Client accepts and understands that Tiedot does not pay on its behalf and takes full responsibility to run and pay for their own campaigns, with Tiedot’s remit being limited to setting up the ad campaign and managing it per any parameters agreed in the Proposal. If Client disables ads without prior notice to Tiedot, Tiedot holds no responsibility for maintaining those campaigns unless / until they are reactivated.

6. INTELLECTUAL PROPERTY

6.1. Subject to the terms of the Agreement and for the consideration set out herein, with effect from the date of payment of the full amount of the Price in accordance with the terms of the Agreement, Tiedot assigns to the Client all its right, title and interest in and to the IPR subsisting in any Final Works, with the exception of Tiedot’s Background IP provided to other customers of Tiedot, (the Assigned Rights), including the right (to the extend held by Tiedot) to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Assigned Rights whether occurring before, on, or after the date of the Agreement.
6.2. Client acknowledges that the Assigned Rights shall not include the IPR subsisting in any additional Works supplied by Tiedot, other than the Final Works, which shall remain the sole property of Tiedot or its licensors. Client shall not be permitted to use same without permission having been granted in writing by Tiedot.
6.3. For clarity, all Background IP belongs and shall belong to Tiedot or the relevant third-party owners (as the case may be), and the Client shall have no rights in or to Background IP other than the perpetual (subject to termination on notice from Tiedot where Client’s use breaches the terms of the Agreement), revocable, worldwide, royalty free, non-transferable and non sub-licensable right to use the Background IP in the format in which it is incorporated into any Final Works (the Licensed Rights). Client acknowledges that the Licensed Rights may be subject to further usage limitations specified in the Proposal, and any Licensed Rights are licensed for use by Client only for the purpose and in the context in which they were originally provided. Client further acknowledges that they may not be modified, re-used, or re-distributed in any way or form (in whole or in part) without the express written consent of Tiedot and/or its licensors. Client may request in writing permission from Tiedot to use Licensed Rights (for which Tiedot holds the IPR) in forms other than as outlined above, and Tiedot may, at its discretion, grant such permission. Such permission must be obtained in writing before any of the Licensed Rights may be so used.
6.4. The Client shall comply with the Third-Party Licences and shall indemnify and hold Tiedot harmless against any loss of damage which it may suffer or incur as a result of the Client's breach of such terms howsoever arising. Tiedot may treat the Client's breach of any Third-Party Licence as a breach of the Agreement.
6.5. Tiedot acknowledges that all IPR which subsist in or arise in connection with the Materials belong to Client and/or its third-party licensors. By supplying data, information and Materials to Tiedot, Client declares that it holds the requisite IPR for same. By supplying same to Tiedot, Client grants Tiedot permission to use same freely in the provision of the Services and development of the Works, unless stated otherwise.
6.6. Should Tiedot supply any Works believing them not to infringe the IPR of any third party, but it subsequently emerges that such Works are in fact subject to usage limitations, Client agrees to allow Tiedot to remove and/or replace such Works for alternative Works and agrees that it shall have no right to claim against Tiedot regarding same.
6.7. Client agrees to grant Tiedot a perpetual, unlimited, assignable and transferable licence to display the Works on Tiedot’s own website or on other media for demonstration purposes and to otherwise use same in Tiedot’s own publicity.

7. CLIENT’S OBLIGATIONS

7.1. The Client shall: (a) co-operate with Tiedot in all matters relating to the Services; (b) provide Tiedot, its employees, agents, consultants and subcontractors, with access to the Client's premises, office accommodation and other facilities as reasonably required by Tiedot; (c) be solely responsible for providing Tiedot with all data, information or Materials (including any logins or access credentials) required in order to deliver the Services (as applicable) to the Specification, and provide the Services and for obtaining all necessary rights and permissions and making all necessary payments for same (save only to the extent that Tiedot has specifically committed to providing these as part of the Services within the Proposal), including to, as quickly as possible and within any deadlines specified by Tiedot, comment on and or approve any Works, including (without limitation) advertising copy, search terms and graphic material submitted by Tiedot. In addition, the Client shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required by Tiedot; (d) be solely responsible for the accuracy and completeness of all such data, information and Materials provided; (e) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; (f) keep and maintain all materials, equipment, documents and other property of Tiedot (Tiedot Materials) at the Client's premises in safe custody at its own risk, maintain Tiedot Materials in good condition until returned to Tiedot, and not dispose of or use Tiedot Materials other than in accordance with Tiedot's written instructions or authorisation; (g) transmit and store all data, information and Materials, issue all instructions to Tiedot and otherwise act in accordance with all applicable laws (including ensuring that the applicable data, instructions, information and Materials do not infringe any applicable laws, regulations (including without limitation and where relevant any guidelines in place from time to time issued by the Advertising Standards Authority (ASA) and/or the Competition and Markets Authority (CMA) in connection with marketing communications, and any other relevant law, rule, guidelines, or regulation applicable to the display or publication of advertisements or marketing communications as issued or in place from time, including the Regulation of Investigatory Powers Act 2000,the Competition Act 1998 and the E-Commerce Directive)) or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, obscene, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party IPR) (Inappropriate Content) and that the Works or Services shall not be used in a manner by the Client, its licensees, agents, contractors and/or representatives which would have any adverse effect on Tiedot, including but not limited to any use that could be considered derogatory, discriminatory, violent, racist, offensive or otherwise illegal (Inappropriate Use). Tiedot will be the sole arbiter as to what constitutes Inappropriate Content and/or Inappropriate Use for the purposes of deciding whether or not to act on such instructions or utilise such Materials, but, for the avoidance of doubt, any obligations as regards Inappropriate Content rest entirely with the Client. The Client shall indemnify, at Tiedot’s option defend, and hold harmless Tiedot and its third-party sub-contractors against all damages, losses and expenses arising as a result of: (i) any action or claim that the Materials constitute Inappropriate Content; and (ii) any action or claim relating to actual or alleged Inappropriate Use of the Final Works or Services (or any direction to undertake certain Services or product any Final Works that constitute such Inappropriate Use or Inappropriate Content); and (h) appoint a Client Representative whom Tiedot shall be entitled to treat as having full authority to bind Client contractually and with whom Tiedot can interact in relation to all matters pertaining to the Agreement. Unless otherwise expressly agreed in writing by the parties in the Proposal, any person with whom Tiedot corresponds on behalf of Client shall be deemed to be a Client Representative for the purposes of the Agreement.
7.2. Client acknowledges that, on its receipt of the Final Works, it shall be solely responsible for the safekeeping, storage and backups of the Final Works. Tiedot does not offer any guarantee for future storage or retrieval of archive files but may (in its sole discretion) use reasonable commercial efforts to provide the Client with an additional copy of the Final Works, provided that the Client makes this request within six (6) months of the delivery of the Final Works. If Client requests that the Final Works are provided in another format, or requires additional assistance with data transition, Tiedot shall use reasonable commercial endeavours to assist, subject to applicable additional fees.
7.3. The Client warrants that the Client, its licensees, agents, contractors and/or representatives, shall have all due regard to Tiedot’s commercial standing and reputation, and that such individuals and/or entities have not and will not do anything (by act or omission) which may: (a) bring the standing or reputation of Tiedot into disrepute: (b) attract adverse publicity to Tiedot; or (c) harm customer confidence in Tiedot; including making any defamatory, misleading or untrue comments about Tiedot to any third parties.
7.4. The Client acknowledges that Tiedot shall make no effort to validate any data, information or Materials provided by the Client for content, correctness or usability. If any such data, information or Materials is/are untrue, inaccurate, not current, or incomplete, without limiting any other remedies, Tiedot has the right to suspend the provision of Services and/or terminate the Agreement with immediate effect giving notice in writing to the Client and Tiedot, its agents, suppliers and sub-contractors have the right to recover from the Client any costs or losses incurred as a direct or indirect result of the inaccurate or incomplete information.
7.5. Use of any Materials provided by Tiedot to the Client is at the Client’s risk and Tiedot is not liable for the accuracy or quality of information obtained.
7.6. Any Materials provided by Client must be of a quality suitable for use and Tiedot will not be held responsible for the quality of any images or footage provided by Client and incorporated into the Works which Client later deems to be unacceptable.
7.7. Where the Works are required to conform to certain laws, Client shall be responsible for ensuring such compliance. Tiedot shall not be held responsible for any oversight or error in ensuring such compliance, nor will it be liable for re-publishing such Works or other additional costs.
7.8. Where applicable, the Client authorises Tiedot to make changes to the programming, HTML, PHP, CSS, JQuery, coding, database, feeds, server settings, configurations, DNS, MX, SEO keywords, locations, XML, tags, plugins, widgets, applications, podcast and security settings, backup, content and all the other technical and non-technical features necessary to improve the overall exposure and performance of the Client’s website or similar platform.
7.9. During the term of the Agreement and for a period of 12 months thereafter the Client shall not, without the prior written consent of the other, solicit, or permit any Affiliate to solicit, the employment or services (other than via the other party) of any person who is employed by Tiedot in the course of developing or supplying the Services or the Works or any part of them.

8. CONFIDENTIALITY AND PUBLICITY

8.1. Each party undertakes not to use the Confidential Information otherwise than in the exercise and performance of its rights and obligations under the Agreement (Permitted Purposes).
8.2. In relation to the Client's Confidential Information: (a) Tiedot shall treat as confidential all Confidential Information of the Client supplied under the Agreement. Tiedot shall not divulge any such Confidential Information to any person, except to its own employees and then only to those employees who need to know it for the Permitted Purposes. Tiedot shall ensure that its employees are aware of, and comply with, this clause 8; and (b) Tiedot may provide any subcontractor with such of the Client's Confidential Information as it needs to know for the Permitted Purposes, provided that such subcontractor has first entered into a written obligation of confidentiality owed to Tiedot (which Tiedot shall ensure is adhered to).
8.3. In relation to Tiedot's Confidential Information: (a) the Client shall treat as confidential all Confidential Information of Tiedot contained or embodied in the Final Works (to the extent expressly identified as such, and comprising Tiedot’s Background IP), or otherwise supplied to the Client during the performance of the Agreement; (b) the Client shall not, without the prior written consent of Tiedot, divulge any part of Tiedot's Confidential Information to any person other than: (i) the Client's Representative; and (ii) other employees of the Client or any of its Affiliates who need to know it for the Permitted Purposes; and (c) the Client undertakes to ensure that the persons mentioned in clause 8.3 are made aware, before the disclosure of any part of Tiedot's Confidential Information, that the same is confidential and that they owe a duty of confidence to the Client in terms similar to clause 8.3 (which the Client shall ensure is adhered to).
8.4. The restrictions imposed by clause 8.1, clause 8.2 and clause 8.3 shall not apply to the disclosure of any Confidential Information which: (a) is now in or hereafter comes into the public domain otherwise than as a result of a breach of this clause 8; (b) before any negotiations or discussions leading to the Agreement was already known by the receiving party (or, in the case of the Client, any of its Affiliates) and was obtained or acquired in circumstances under which the receiving party was (or, in the case of the Client, the Client and its Affiliates were) not bound by any form of confidentiality obligation; or (b) is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary).
8.5. Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall afford reasonable assistance to the other party, at that other party's reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person.
8.6. Nothing in the Agreement shall prevent either party from using any Tools, knowledge of which is contained in the unaided memory of such party's personnel developed or disclosed under the Agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause 8 or breach any IPR of the other party. An individual's memory is only "unaided" with respect to any information if the individual has not retained a copy of the information and has not intentionally memorised that information other than is required to perform the Services.
8.7. The provisions of clause 8.2 notwithstanding, Tiedot reserves the right to publicise the fact of this Agreement, the identity of the Client, any Client testimonials, and details concerning the nature of the Services and Works provided for, inter alia, marketing and promotional purposes.

9. DATA PROTECTION AND DATA MIGRATION

9.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
9.2. Client undertakes that it has obtained all necessary consents to supply the Materials to Tiedot for use in accordance with the terms of this Agreement and that it will at all times comply with relevant Data Protection Law, including its obligations related to any personal data in respect of which it is data controller.
9.3. Client acknowledges that Tiedot will be acting as a data processor, rather than as a data controller (as such terms are defined in relevant Data Protection Legislation), in respect of all such data processing activities which Tiedot carries out under the Agreement, as set out in Tiedot’s published privacy policy from time to time.
9.4. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and Tiedot is the Processor.
9.5. Without prejudice to the generality of clause 9.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Tiedot for the duration and purposes of the Agreement.
9.6. Without prejudice to the generality of clause 9.1, Tiedot shall, in relation to any Personal Data processed in connection with the performance by Tiedot of its obligations under the Agreement: (a) process that Personal Data only on the documented written instructions of the Client, for the purposes of fulfilling its obligations under the Agreement and/or in accordance with Tiedot’s documented privacy policy unless Tiedot is required by Applicable Laws to otherwise process that Personal Data. Where Tiedot is relying on Applicable Laws as the basis for processing Personal Data, Tiedot shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Tiedot from so notifying the Client; (b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data; (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and (d) not transfer any Personal Data outside of the UK unless the prior written consent of the Client has been obtained and the following conditions are fulfilled: (i) the Client or Tiedot has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) Tiedot complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) Tiedot complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data; (e) assist the Client, at the Client's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (f) notify the Client without undue delay on becoming aware of a Personal Data Breach; (g) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the Personal Data; and (h) maintain complete and accurate records and information to demonstrate its compliance with this clause.

10. WARRANTIES

10.1. Tiedot warrants that it shall provide any Services using reasonable skill and care and in accordance with the terms of the Agreement.
10.2. The sole remedy for breach of the warranty under clause 10.1 shall be correction or re-performance of defective Services by Tiedot within a reasonable time from notification by the Client of the relevant breach. The Client shall provide all information as may be reasonably necessary to assist Tiedot in resolving any breach.
10.3. The Services and Works are provided on an “as-is” basis and “as available” basis, and the express terms of the Agreement are in lieu of all other express or implied warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise, including implied warranties or conditions of satisfactory quality and fitness for a particular purpose, conditions, all of which are hereby excluded to the fullest extent permitted by law.
10.4. Any unauthorised use or Inappropriate Use of any Final Works by, or on behalf of, the Client shall render Tiedot's warranties under the Agreement null and void.
10.5. The Client acknowledges that the only warranties in relation to the Third-Party Software (or other third-party goods or services procured by Tiedot for the Client or on its behalf) or the supply thereof, are those contained in the relevant Third-Party Licences, and that these are otherwise provided on an "as is" basis.
10.6. The Client acknowledges that it has assessed for itself the suitability of the Services and Works for its requirements. Tiedot does not warrant that the Services will be suitable for such requirements, nor that any use of the Works will be uninterrupted or error free or will achieve specific outcomes or results. Tiedot may also recommend third party platforms, service provider or products from time to time, but gives no warranties about such products, platforms or services or their relevant providers. Client should assess for itself whether they properly meet its requirements and will enter into separate contracts independently of Tiedot.
10.7. Each party warrants that it has full capacity and authority, and all necessary licences, permits and consents to enter into and perform the Agreement and that those signing the Agreement are duly authorised to bind the party for whom they sign.

11. IPR WARRANTIES AND INDEMNITY

11.1. If any third party makes a claim (Claim) against the Client that any Final Works infringe its UK IPR, or if Tiedot believes that any Final Works infringe or may infringe the IPR of any third party (in which case Tiedot shall have the option to take these steps) Tiedot shall, at its option, either (a) modify the relevant Works so that they cease to be infringing; (b) obtain a licence to allow for their continued use, or (c) if these alternatives are, in Tiedot’s opinion, not commercially reasonable, Tiedot shall terminate this Agreement and refund the Prices (or part thereof) the Client has paid (less an amount in consideration of the Client’s use prior to such termination), provided that the Client: (i) as soon as reasonably practicable, gives written notice of the Claim to Tiedot, specifying the nature of the Claim in reasonable detail; (ii) does not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Tiedot; (iii) gives Tiedot and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Client, so as to enable Tiedot and its professional advisers to examine them and to take copies (at Tiedot's expense) for the purpose of assessing the Claim. Nothing in this clause shall restrict or limit the Client's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under indemnity.
11.2. For the avoidance of doubt, the steps outlined in clause 11.1 shall not apply, and Tiedot shall not have any liability for any claim of infringement of IPR, where the infringement in question is caused or contributed to by: (a) the possession, modification or use of the Works (or any part thereof) by the Client other than for the purposes for which they were supplied and in accordance with the terms of this Agreement, or by the Materials or instructions supplied by Client, (b) use of any version of the Works other than the Final Works, if such claim could have been avoided by the use of such supplied version; or (c) where the claim for infringement arises in respect of a feature of the Final Works which was specified or requested by the Client.
11.3. Clause 11.1 provides the Client with its exclusive remedy for any IPR infringement claims or damages connected with or relevant to the subject matter of the Agreement.
11.4. The Client hereby warrants that it owns the IPR in the Materials, or that, where such IPR are held by third parties, the Client is permitted to use and supply the Materials to Tiedot for the purposes specified in this Agreement, and that the Client is entitled to use the Final Works for the purposes contemplated by this Agreement, and that in so doing, or in fulfilling any of their obligations or enforcing any of their rights under this Agreement neither the Client nor Tiedot will in any way infringe such third party IPR.
11.5. If any third party makes a claim against Tiedot (or any of its third-party sub-contractors) that the Materials infringe its IPR, Client shall indemnify, at Tiedot’s option defend, and hold harmless Tiedot and/or any such sub-contractor against all losses, claims, liabilities arising in connection with such allegation. To obtain this protection, Tiedot must: (a) notify Client promptly in reasonable detail in writing, no later than 30 days after it receives notice of the claim, or sooner if required by applicable law; (b) give Client sole control of the defence and any settlement negotiations, subject to the Client providing security in respect of any such claim to Tiedot’s reasonable satisfaction, and giving Tiedot a right to participate in defence of any claim with a counsel of its own choosing; and (c) give Client the information, authority and assistance it reasonably requires to defend against or settle the claim.

12. LIMITATION OF LIABILITY – THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

12.1. Neither party excludes or limits liability to the other party for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any matter for which it would be unlawful for the parties to exclude liability.
12.2. Subject to clause 12.1, Tiedot shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for: (a) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill; (b) any loss or corruption (whether direct or indirect) of data or information; (c) loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or (d) any loss or liability (whether direct or indirect) under or in relation to any other contract.
12.3. Subject to clauses 12.1 and
12.2, Tiedot's total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement or any collateral contract shall be limited to total charges paid by the Client to Tiedot during the 12-month period immediately before the date on which the cause of action first arose.
12.4. Tiedot does not accept any responsibility for any loss or damage caused by a third party’s or the Client’s negligence, wrongful acts, errors or omissions.
12.5. In respect of any White Label Work, the Client acknowledges that Tiedot does not have any relationship with the Client’s customer and accepts no duty of care or liability to or in respect of that customer, and agrees to indemnify, at Tiedot’s option defend and hold harmless Tiedot in respect of any action or claim brought against Tiedot by such customer (or any affiliated entity or person) with respect to such Services (or pursuant to any contractual commitments made by Client to such customer), including any liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Tiedot in respect of same.
12.6. For clarity, Tiedot does not guarantee any particular outcomes or results from its Services, including but not limited to, SEO optimisation, revenue, clicks, views, or other feedback or results arising from the Services Tiedot provides, and any indications given by Tiedot as regards potential benefits of its Services are indications only.

13. ASSIGNMENT AND SUBCONTRACTING

13.1. The Client may not assign, sub-license, sub-contract, mortgage or otherwise transfer or dispose of this Agreement or any of its rights or obligations under it without the prior written consent of Tiedot, such consent not to be unreasonably withheld or delayed. Tiedot shall notify the Client of any assignment, sub-contract or other transfer of Tiedot’s rights and obligations hereunder but shall not be required to obtain the consent of the Client to the same.
13.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

14. TERM AND TERMINATION

14.1. The Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with this clause 14, until the Services have been completed and paid for in full, or until the termination date provided for in the Proposal (whichever is later). If the Proposal specifies that a monthly maintenance (or similar) package is offered as part of the Services then such package shall be a rolling monthly package that may be terminated by no less than 30 days’ prior written notice. Fixed term projects may not be terminated part-way through a project without 30 days’ prior written notice being given.
14.2. Without prejudice to any rights that have accrued under the Agreement or any of its rights or remedies, either party may at any time terminate the Agreement with immediate effect by giving written notice to the other party if: (a) the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; (b) the other party commits a material breach of any term of the Agreement (other than failure to pay any amounts due under the Agreement) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (c) the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; (d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of Article 129 of the Insolvency (Northern Ireland) Order 1989; (e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; (h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (i) person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; (k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(d) to clause 14.2(i) (inclusive); (l) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or (m) any warranty given in clause 10 is found to be untrue or misleading.
14.3. Tiedot reserves the right to suspend the Services and provision of the Works at any time where, in Tiedot’s reasonable opinion, the Client has been fraudulent, negligent, failed to perform or delayed in the performing any of its obligations under the Agreement, until such time as such act or omission (to the extent that it is deemed by Tiedot to be rectifiable) has been rectified, or where Tiedot, acting reasonably, believes that the Client may be subject to any of the events outlined in clause 14.2 above.
14.4. Other than as set out in the Agreement, neither party shall have any further obligation to the other under the Agreement after its termination.
14.5. Any provision of the Agreement which expressly or by implication is intended to come into or continue in force on or after termination of the Agreement, including but not limited to clauses 1.7, 6, 8 to 12 (inclusive), and 14, shall remain in full force and effect.
14.6. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
14.7. Notwithstanding its obligations in this clause 14, if a party is required by any law, regulation, or government or regulatory body to retain any documents or materials containing the other party's Confidential Information, it shall notify the other party in writing of such retention, giving details of the documents and/or materials that it must retain.
14.8. On termination or expiry of the Agreement for any reason, each party shall as soon as reasonably practicable: (a) return, destroy or permanently erase (as directed in writing by the other party) any documents, handbooks, memory drives or other information or data provided to it by the other party containing, reflecting, incorporating or based on Confidential Information belonging to the other party. If required by the other party, it shall provide written evidence no later than 7 days’ after termination of the Agreement that this has been done (except for one copy that it may use for archival purposes only and subject to the confidentiality obligations in clause 8), provided that the Client may retain copies of any Supplier Confidential Information incorporated into the Final Works or to the extent necessary to allow it to use the Licensed Rights in respect of same as contemplated herein; and (b) return all of the other party's equipment and materials, failing which, the other party may enter the relevant premises and take possession of them, provided, regarding the Client's rights under this clause 14.8, that the Client has (if appropriate) paid Tiedot in full for such equipment and materials. Until these are returned or repossessed, the party in possession shall be solely responsible for their safe-keeping.
14.9. On termination or expiry of the Agreement for any reason, the Client shall immediately pay any outstanding unpaid invoices and interest due to Tiedot. Tiedot shall submit invoices for any Services or Works that it has supplied, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt.

15. GENERAL CLAUSES

15.1. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
15.2. Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
15.3. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.
15.4. No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Every time Tiedot supplies Works or Services to a Client, the terms applying to the Agreement between the parties, shall be as outlined in the relevant Proposal and in the version of these General Terms in force at the time of the signing of such Proposal.
15.5. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part-provision of the Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.6. No person other than a party to the Agreement shall have any rights to enforce any term of the Agreement.
15.7. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
15.8. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, including delays caused by pandemic, labour issues, or default of sub-contractors. For the avoidance of doubt, lack of funds or inability to access funds shall not be deemed outside a party’s reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations.
15.9. Any notice required to be given under the Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery, to each party required to receive the notice as set out in the Proposal or as otherwise specified by the relevant party by notice in writing to each other party. Tiedot may also provide notice by email to the Client as specified in clause 2.7. Any notice shall be deemed to have been received: (a) if delivered personally, when left at the address and for the contact referred to in this clause; (b) if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second working day (any day other than a Saturday, Sunday or bank or public holiday in Northern Ireland) after posting; or (c) in the case of email, at the time of transmission to the relevant Client email address (whether or not rejected at the Client end). The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.10. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Northern Ireland and subject to the exclusive jurisdiction of the courts of Northern Ireland.