Terms and conditions
INTERPRETATION
'The Agency' meaning GetShaking, includes the servants, employees, carriers and subcontractors of.
‘The Client’ meaning you, the client of Agency.
'Order' means an order that has been accepted by the Agency.
‘The Site’ meaning www.getshaking.co.uk.
GENERAL
These conditions apply to all goods and services supplied by GetShaking.
The prices charged by this company have been calculated to take account of the obligations imposed by these conditions.
1. The following conditions apply to all services supplied by GetShaking Ltd. ('The Agency').
1.1 All work will be supplied as specified and agreed on the Purchase Order with the Client. For accounts which fall below the Agency's minimum requirements as specified from time to time or for accounts which in the opinion of the Agency required an unusual amount of extra servicing, the Agency reserves the right to increase its fees in accordance with the work done by the Agency.
1.2 The Agency will aim to provide Clients with a guide to external costs involved in the quote, but reserves the right to pass on any changes in external costs to the Client.
1.3 The Agency will reserve the right to terminate any contract forthwith.
1.3.1 Where an invoice remains unpaid by the client for a period of 30 days after the date when the payment becomes due, the Agency shall be entitled upon termination to cancel any contracts arranged by it between the Agency and the Clients.
COPYRIGHT AND DESIGN
2. Unless otherwise agreed in writing, the Agency reserves the copyright or like rights in any design, coding or communication, drawing, material or other data supplied to the Client.
2.1 GetShaking shall not without the prior written consent of the Client use or adopt the logo and/or the client trading name or take any action that in any way may cause damage to the clients reputation or commercial standing.
SUB-CONTRACTING
3. The Agency may sub-contract any parts of the work or services to be provided, but shall remain liable to the Client for the proper performance or its obligations.
PRICES AND PAYMENTS
4. All quotations, tenders, estimates are based on current prices and are subject to amendment on or after acceptance to meet any rise or fall in the price of materials, components and other items. Quotations are valid for 30 days following their supply to a Client.
4.1 The Agency reserves the right to submit interim accounts from time to time where work is on-going in nature.
4.2 The Agency reserves the right to request a payment of 50% of the final cost of project to cover external costs and initial work as stated in the quote. The Agency reserves the right to await payment before embarking on any work.
4.3 As a new Client you will be required to pay a deposit of 50% in advance of the projects commencement. After the successful completion of the first 3 projects in this way, you will be granted 30 days credit on your invoices.
4.4 Except and to the extent otherwise stipulated in the relevant quotation or order, payment for goods and services shall be due on the terms stated on the invoice to the Client which is as standard, 30 days. The Agency reserves the right to charge interest at the rate of 6% above the HSBC Minimum Lending Rate for the time being, on overdue accounts from the date which they become due until the date of payment.
4.5 Any outstanding balance of the purchase price shall become due immediately on the commencement of any action or proceedings concerning the Client's solvency.
OWNERSHIP OF GOODS
5. All work carried out by the Agency will remain the property of the Agency until full payment has been received.
5.1 On any payment from the Client to the Agency becoming overdue, the Agency may at anytime (and without prejudice to any of its other right) recover or resell the goods supplied including removing a website / other electronic communications from the server.
RISK
6. Unless otherwise agreed or stated in the Agency's quotation, risk in respect of goods shall pass to the Client when the goods are despatched from the Agency's premises.
WARRANTY
7. The Agency will rectify any defect provided that:
(a) the client notifies the Agency of any claim within 30 days of the work being undertaken
(b) the Agency is allowed a reasonable opportunity to inspect the website or material so as to confirm that it is defective
(c) the goods have not been modified, mis-handled or mis-used
INDEMNITY
8. The Agency shall not be required to display any matter which in its opinion which is or maybe of illegal or libellous nature or an infringement of the proprietary or other rights of any third party.
8.1 The Client acknowledges that a website / communication prepared by the Agency is on the basis of information supplied by the Client. Accordingly, the Client will indemnify the Agency against
(a) any claims, cost and expenses arising out of any illegal or libellous or otherwise actionable matter or any infringement of copyright patent design or of any proprietary rights. The indemnity shall extend to any amounts paid on the advice of the Agency's solicitors in settlement of any claims.
(b) any legal costs incurred by the Agency in connection with any proceedings brought against it in the Trade Description Act 1968 in which either of the statutory defences are proved.
APPLICABLE LAW
9. These conditions are to be construed and operated in accordance with English Law and any dispute arising under them or any order shall be settled in the Courts of England.
INTELLECTUAL PROPERTY & INTELLECTUAL PROPERTY RIGHTS
10. All project work, retainer work, fee-paid or free client work produced by GetShaking remains the Intellectual Property of GetShaking and is therefore owned by GetShaking, unless the transfer of IP is agreed in writing at the beginning of a project or agreed during a project phase, in writing.
10.1 Transfer of IP ownership can be quoted on request and is never quoted as a matter of course. Certain aspects (such as illustrations and photographic images etc) provided by third-parties to GetShaking for the purposes of final client delivery are subject to shared IP, owned jointly between the supplier and GetShaking, with all copyrights recognised. In such cases the client can also ‘share’ in IP through Intellectual Property Rights.
10.2 All client work is subject to Intellectual Property Rights, given by GetShaking to the client. The term "Intellectual Property Rights" means, copyrights, database rights, rights in logos, content, inventions, trade secrets and know-how, patents, all rights of whatever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a nature similar to any of the above, in every case in any part of the world and whether or not registered; and including all granted or pending registrations, and all rights to make applications for registration in respect of any of the same.
Essentially, this means that a license to use any or all of these elements within the context of normal client business are allowed and conferred to the client as part of the commission of and production of client work and assets. This same license is also extended to agencies of the client, whether present or future, who might, in the course of normal client business and support, need to utilize any or all of the assets where IP is owned by GetShaking.
10.3 All Intellectual Property Rights in the Content and design of websites and any material emailed to the client or otherwise supplied to the client in conjunction with online projects are the property of GetShaking. You may not use or reproduce any GetShaking’s Intellectual Property, including any trademarks, registered or unregistered for any reason without written permission from GetShaking or without Intellectual Property Rights being granted.
10.4 Any materials supplied by the Client for incorporation on the website or any other materials added by the Client to the contents of the website and the Intellectual Property Rights therein shall remain the property of the Client.
10.5 The software and technical code, which operates websites and messages, designed and developed by GetShaking, is proprietary software & code and you may not use it except as expressly allowed under these Terms. You may not copy, reverse engineer, modify or otherwise deal with the software & code without Intellectual Property Rights being granted.
SYSTEM LICENSING
11. All source code for systems licensed by GetShaking the property of GetShaking.
PAY PER CLICK ACCOUNTS
12. Pay Per Click accounts created by GetShaking are the property of GetShaking. Account access to such accounts cannot under any circumstance be granted.
12.1 In the event of a termination or where GetShaking ceases to deliver a service by either GetShaking or at the request of the customer, GetShaking reserve the right to retain any account without providing further access. However, GetShaking may set a fee at which the account can be purchased for.
12.2 Under no circumstance may the customer make any changes to the account during the period when GetShaking are managing the account to bids or otherwise without the prior written permission of GetShaking.
12.3 GetShaking will in all cases following any termination, revert PPC accounts to the condition they were in before RT Media Ltd managed them.
CONFIDENTIALITY
13. All information provided by GetShaking shall be deemed confidential. This includes but is not limited to all email/written correspondence. Any access provided to the client for any accounts including but not limited to system administration access and pay per click accounts is strictly confidential and may not be shown or shared with anyone outside the organisation without prior written consent by GetShaking.
13.1 GetShaking reserves the right to terminate your account, change, remove or edit content and templates, or cancel orders at our discretion. If we cancel an order, it will be without charge to you.
WORK UNDERTAKEN
14. All commissioned work undertaken by GetShaking will be carried out in good faith. We will take reasonable steps to ensure the accuracy of the information used and also ensure that it meets the pre-agreed brief. However, the ultimate responsibility remains with the client for the content and accuracy of all work carried out.
14.1 The client will provide GetShaking with all the information and assistance necessary to carry out the contract effectively.
Unless otherwise agreed in writing GetShaking will retain the copyright of all work that it originates on behalf of the client.
DATA
15. In certain circumstances, GetShaking may agree to purchase data on your behalf. By agreeing to GetShaking purchasing any data on their behalf, the client also accepts the terms and conditions of the data supplier.
FORCE MAJEURE
16. GetShaking shall not be liable for any delay or failure to perform its obligations due to circumstances outside its reasonable control. GetShaking shall not be liable for any loss or damage to the client as a direct or indirect result of the supply of services by us not meeting the terms of the original agreement due to unforeseen circumstances or events beyond GetShaking’s reasonable control.
LINKS
17. Some of the pages on the Site may include links to external websites. These links are included to give users the opportunity to access other pages that it is felt may be of assistance to them. GetShaking is not responsible for the content or opinions expressed in third party sites.
PRIVACY AND DATA PROTECTION
18. GetShaking is committed to protecting and respecting your privacy.
18.1 This privacy policy sets out the basis on which your personal data will be processed by us as the data controller of your personal data for the purposes of the Data Protection Act 1998 ("the Act"). Please read the following carefully to understand our views and practices regarding your personal data and how they will be treated by us. Information we may collect from you may include but not be specifically limited to:
(a) Information that you provide by filling in forms on the site. This includes requesting further services. We may also ask you for information when you enter a competition or promotion sponsored by GetShaking.
(b) If you contact us, we may keep a record of that correspondence.
(c) GetShaking may also ask you to complete surveys that we use for research purposes although you do not have to respond to them.
IP ADDRESSES AND COOKIES
19. We may collect information about your computer including where available your IP address, operating system and browser type for system administration and to report aggregate information to our advertisers. These are data about our users' browsing actions and patterns and do not identify any individual.
19.1 For the same reason we may obtain information about your general Internet usage by using a cookie file which is stored on the hard drive of your computer. Cookies contain information that is transferred to your computer's hard drive. They help us to improve our site and to deliver a better and more personalised service. Cookies and the information contained in your IP address enable us:
(a) to estimate our audience size and usage pattern;
(b) to store information about your preferences and so allow us to customise the Site according to your individual interests;
(c) to speed up your searches;
(d) to recognise you when you return to the Site.
19.2 You may refuse to accept cookies by activating the setting on your browser, which allows you to refuse the setting of cookies. However, if you select this setting you may be unable to access certain parts of the Site. If you want to find out more about how to disable cookies please see this external third party website: http://www.allaboutcookies.org/manage-cookies/
19.3 Please note that any advertisers that may appear on the site from time to time, may also use cookies over which we have no control.
RISKS INVOLVED IN TRANSMITTING PERSONAL DATA OVER THE INTERNET
20. Unfortunately, the transmission of information via the Internet is not completely secure. So, whilst GetShaking will do its best to protect your personal data, we cannot ensure the security of data transmitted by you to the Site. Any transmission is at your own risk.
DISCLOSURE OF INFORMATION
21. We may disclose your personal information to third parties:
(a) if all of GetShaking’s assets are acquired by a third party, in which case personal data held by us about our customers will be transferred to such third party;
(b) if we are required to disclose or share your personal data in order to comply with any legal obligation or in order to enforce or apply our Terms and Conditions or any other agreement; or protect the rights, property, or safety of GetShaking, our customers, or others. This includes exchanging information with other companies and organisations for protection against credit risk and fraud.
