If you are unhappy with any aspect of our service, please contact us. Any complaints will be dealt with sympathetically and we will work with you to reach a satisfactory conclusion. 

1. Definitions
   

   Seller means Adapt Digital Ltd (company number 09456194 registered in England and Wales) whose office is at Ferneberga House, Alexandra Road, Farnborough, Hampshire, GU14 6DQ.

   Buyer the person who buys or agrees to buy the Services from the Seller.

   Conditions the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.

   Price the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.

   Force Majeure Event has the meaning set out in clause 17.

   Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, 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.

   Order The Buyer’s order for the supply of Services, as set out in the Buyers purchase order form or the Buyers signed acceptance of our Schedule of Works Agreement.

   Services the services supplied by the Seller as set out in the Schedule of Works Agreement.

   Working Day means any day other than a Saturday or Sunday on which commercial banks are open for business in London.

   Business Hours means 09:00 to 17:30 on any Working Day.

   Out of Hours means those hours outside of Business Hours as defined above.

   Website Maintenance means the provision of services including but not limited to ongoing support of your existing website and updating both WordPress & installed plugins.

   Data Protection Legislation (i) The Data Protection Act 1998, until the effective date of its repeal (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and (iii) any successor and supplemental legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019 and the E-Privacy Directive (and its proposed replacement), once it becomes law.

   
   Data Controller/Data Processor As set out in the Data Protection Legislation in force at the time.
   

2. General
   1. The Seller will only carry out any tasks submitted by the Buyer; 
   2. As defined in clause 10.1
   3. The Seller warrants that any Services performed shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
3. Time Span
   1. This agreement will last twelve (12) months from receipt of the Buyer’s first GoCardless direct debit payment.
4. Included
   1. Tasks included are as listed in the Seller’s Schedule of Works Agreement.
5. Costs
   1. The agreed hourly rate applied to this retainer agreement is seventy five pounds (£75.00) per hour excluding VAT. 
   2. The fee for each month/quarter is a result of the number of hours of the Seller’s time and services required by the Buyer multiplied by the agreed hourly rate as defined in clause 5.1.
   3. The Buyer agrees that the Seller’s rates may be subject to change during the term of this contract in accordance with the agreed written procedure for accepting changes.
   4. Service requests and change requests from the Buyer must be submitted at least 1 month in advance of the requested time of work. 
   5. Payment of the Costs and VAT shall become due and payable upon receipt of the invoice (when the DD payment will be taken).
   6. Interest on overdue invoices shall accrue from the date when payment becomes due calculated in line with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue after as well as before any judgement.
6. Additional Work
   1. The Seller will notify the Buyer once the Buyer has used the allotted pre-paid time and any additional work agreed will be carried out at the Seller’s standard hourly rate currently seventy five pounds (£75.00) per hour excluding VAT and will be appended to the current month’s invoice.
7. Standard working hours
   1. The Seller’s standard working hours exclude all statutory public holidays.
   2. The Seller operates Monday to Friday, 0900 (9am) to 1730 (5:30pm).
   3. All Services are supplied within Business Hours unless other agreements are in place. If work is carried outside of Business Hours at the Buyer’s request additional charges may be payable.
8. Out of hour requests
   1. Any requests submitted to be completed outside of those defined in clause 7 will;
      1. Use two times (2x) of any available retainer budget.
      2. Once all retainer budget has been used, the Seller will submit an invoice at the end of the calendar month in which the work was completed for the additional time at two times (2x) the agreed retainer hourly rate as defined in clause 5.1.
9. Team members
   1. The Seller will accept email requests from any addresses with a XXX.com domain name and/or by any users invited to the Buyer’s Trello board (setup by the Seller).
10. Accepted request submission methods
    1. The Seller will only accept requests submitted by the Buyer via the following platforms & methods: 
       1. Email
       2. Trello
11. Buyer’s obligations 
    1. The Buyer shall: 
    2. Ensure that the terms of the Schedule of Works Agreement are complete and accurate; 
       1. Co-operate with the Seller in all matters relating to the Services; 
       2. Provide the Seller with such information and materials as the Seller may reasonably require to supply the Services, and ensure that such information is accurate in all material respects; 
    3. If the Seller’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyers Default): 
       1. The Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies their Default, and to rely on the Buyer’s Default to relieve it from the performance of any of its obligations to the extent the Default prevents or delays the Seller’s performance of any of its obligations; 
       2. The Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller’s failure or delay to perform any of its obligations as set out in this clause 
    4. The Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Buyer’s Default.
12. Payment
    1. Payment will become due and payable upon receipt of the invoice (when the DD payment will be taken).
    2. Payment is to be made via direct debit using our prefered collection service GoCardless. Details will be sent to you to set up the Direct Debit.
    3. Should any invoices submitted by the Seller become overdue or should the Buyer ever terminate the direct debit mandate or miss a payment, the Seller will not execute any requests submitted until such a scenario has been remedied.
    4. Once remedied the Seller will work through any submitted tasks received during lapse of payment in order of receipt as the Seller’s workload allows, unless advised otherwise.
13. Limitation of Liability 
    1. Nothing in these Conditions shall limit or exclude the Seller’s liability for: 
       1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 
       2. fraud or fraudulent misrepresentation; 
       3. Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); 
    2. Subject to clause 13.1: 
       1. The Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and 
       2. The Buyer’s total liability to the Seller in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £500. 
    3. This clause shall survive termination of the Contract.
14. Suspension and Termination by Us
    1. Without prejudice to any of the Seller’s other rights, the Seller shall have the right to immediately terminate this agreement and/or suspend or restrict the Services if:
       1. The Buyer is suspected in the Seller’s reasonable opinion, of involvement with fraud or attempted fraud or any other criminal offence in connection with the use of the Services; or
       2. The Buyer commits any breach of this agreement and, if it is capable of being remedied, fails to remedy such breach within 15 days from the date of the first notice specifying the nature of the breach; or
       3. The Buyer becomes insolvent, ceases to trade (or in the reasonable opinion of the Seller are likely to cease to trade) or have a liquidator, receiver, administrator or administrative receiver appointed or enter into any arrangement with the Buyer’s creditors or are wound up otherwise that for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumes all of the Buyer’s obligations, or are unable to pay the Buyer’s debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, or are made bankrupt, or undergo a similar or analogous event in any jurisdiction; and the Seller shall not be liable for any losses incurred by the Buyer as a result of such suspension, termination or restriction.
    2. If this agreement is terminated by the Seller, the Seller will endeavour to ensure a smooth handover process by providing necessary access to any resources under our control including, but not limited to: website files and/or FTP access to server(s) (apart from where these are owned and administered by the Buyer), up to date copy/copies of database(s) and/or access to it/them (apart from where these are owned and administered by the Buyer).
15. Termination by You
    1. Without prejudice to any of the Buyer’s other rights, the Buyer shall have the right to immediately terminate this agreement if:
       1. The Seller is involved with fraud or attempted fraud or any other criminal offence; or 
       2. The Seller commits any breach of this agreement and, if it is capable of being remedied, fails to remedy such breach within 15 days from the date of the first notice specifying the nature of the breach from the Buyer;
       3. The Seller becomes insolvent, ceases to trade (or in the reasonable opinion of the Buyer are likely to cease to trade) or have a liquidator, receiver, administrator or administrative receiver appointed or enter into any arrangement with the Seller’s creditors or are wound up otherwise than for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumes all of the Seller’s obligations, or are unable to pay the Seller’s debts as they fall due within the meaning of section 123 of the Insolvency Act 1986 or are made bankrupt or undergo a similar analogous event in any jurisdiction; and the Buyer shall not be liable for any losses incurred by the Seller as a result of such termination.
16. Post Termination
    1. After expiry or termination of this agreement for any reason:
    2. Each party will on request by the other return or supply to the other all documents, disks and other material in its possession containing any confidential information of or copyright material of the other. The Seller will (at the Buyer’s option) either destroy or return the Materials;
    3. Each party will immediately cease using the other’s trademarks and (unless otherwise agreed) any intellectual property of the other save for ongoing general promotional purposes.
17. Force Majeure
    1. Neither party shall be liable for any breach of its obligations hereunder (other than the obligations to or pay money) and no right of termination shall arise where the breach results from causes beyond its control and the party concerned has acted and continues to act reasonably and prudently to prevent and to minimise the effect of such causes (a “Force Majeure Event”).
18. Confidentiality
    1. Each party will at all times keep confidential and will not disclose without prior written consent of the other any business, systems or other confidential information of the other party or use any such information other than for the purposes contemplated by this agreement (except that each party may disclose such information to those of its employees, agents and sub-contractors who need to know the same for such purpose and under conditions of confidentiality non-disclosure and non-use equivalent to those imposed on the parties by this clause).
    2. These obligations of confidentiality non-disclosure and non-use do not apply to any information which is publicly available through no fault of the party disclosing or using information, or which was known to that party before receipt from the other party, or received from other sources without obligation as to confidentiality, or which is required to be disclosed by law or regulating authority.
19. Entire Agreement
    1. Neither of us has entered into this agreement on the basis of, or has relied on, any statement or representation (whether negligent or innocent) except those expressly contained in this agreement. This paragraph shall not apply to any statement or representation made fraudulently.\
    2. This agreement constitutes the entire understanding between the parties concerning the supply and use of the Services, and replaces, supersedes, and cancels all previous arrangements, understandings, representations or agreements relating thereto. These terms shall apply and prevail over any terms and conditions (whether conflicting or not) contained or referred to in any documentation submitted or provided by the Buyer.
20. No Partnership
    1. Nothing in this agreement shall create a partnership or joint venture between the parties and except as expressly provided in this agreement, no party shall enter into or have authority to enter into any engagement or to make any representation or warranty on behalf of or to pledge the credit of or otherwise to bind or oblige the other party.
21. Third Party Rights
    1. A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
22. Notices
    1. Any notices required to be given under this agreement shall be in writing and shall be sent by first class registered post, recorded airmail, email, or by hand, at the address specified in this agreement.
23. Applicable Law
    1. The construction, validity and performance of this agreement shall be governed by the laws of England and Wales and this agreement shall be subjected to the exclusive jurisdiction of the English courts.
24. Changes to this agreement
    1. Any changes to this agreement shall be made in writing executed by the parties’ duly authorised representatives.
25. General Data Protection Regulation (GDPR) 
    1. As a Data Controller the Buyer is required to issue any Processors (such as the Seller) with a Data Processing Agreement. If there is no Data Processing Agreement then the following statement/terms apply:
       1. We (the Processor/Seller) will only backup your (website/server) data that we have access to if we are hosting your data on one of our servers OR the Seller explicitly defines that this is being done as part of a Service. Otherwise you (the Buyer/Controller) are responsible for backing up your own data. 
       2. This agreement shall be governed by exclusively in accordance with the national law of the Member state in which the Seller is established. 
    2. The Data Processor will only act on the written instructions of the Data Controller, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State law to which the Processor is subject; in such a case, the processor shall inform the Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. 
    3. The Data Processor will ensure that people processing the data are subject to a duty of confidence. 
    4. The Data Processor shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk. 
    5. The Data Processor will assist the Data Controller in providing subject access and allowing data subjects to exercise their rights under the GDPR. 
    6. The Data Processor will assist the Data Controller in meeting its GDPR obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments 
    7. The Data Processor will delete or return all personal data to the Data Controller if requested at the end of the contract. The Data Processor may retain Data Controller Personal Data to the extent required by Data Protection Legislation and only to the extent and for such period as required by Data Protection Legislation and always provided that the Processor and any sub-processor shall ensure the confidentiality of all such Controller Personal Data and shall ensure that such Controller Personal Data is only processed as necessary for the purpose(s) specified in the Data Protection Legislation requiring its storage and for no other purpose. 
    8. The Data Processor will submit to audits and inspections, provide the controller with whatever information it needs to ensure that they are both meeting their Article 28 obligations, and tell the controller immediately if it is asked to do something infringing the GDPR or other data protection law of the EU or a member state. 
    9. 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 under the Data Protection Legislation.