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Unit 53 Basepoint Business Center
Winnall Valley Road
Winchester SO23 0LD
“Non-Personal Information” is information that is in no way personally identifiable and that is obtained automatically when you access our website with a web browser.
“Personally Identifiable Information” is non-public information that is personally identifiable to you and obtained for us to provide you with a product or service. It may include information such as your name, address, email address, phone number, location data, an online identifier, and/or one or more factors specific to your physical, physiological, genetic, mental, economic, cultural or social identity.
2. Your Privacy
MoonSite is committed to the security and privacy of all our customers. We keep your information confidential, and we will work with you to ensure that you have a positive experience.
3. Personal data we collect
3.1. Personal data you provide us
We collect personal data, when you request information about our services and products, interact with our website or customer service representatives, request delivery of website/webshop/marketing services, schedule an event or otherwise voluntarily provide such information through our website or otherwise. This information includes the following categories:
3.1.1. Your personal contact information, such as name, phone number, home address, email address and bank account details,
3.1.2. Moonsite‘s services you may be interested in purchasing, including possible scopes of work and fee ranges,
3.1.3. Your company details, including company website domain/URL, whether your company is a current customer of our business partners,
3.1.4 Necessary data to meet our contractual and legal obligations.
Generally, you will have control over the amount and type of data you provide to us when using our website.
As a visitor to our website, you can browse our website to find out more about us. You are not required to sign in or provide us with any sensitive data as a visitor.
3.2. Data collected automatically
When you use our website, we automatically collect certain information by the interaction of your mobile device or web browser with our website.
3.4. Other automatically-gathered data
We may automatically record data when you visit our website, including the URL, IP address, browser type and language, and the date and time of your visit. We use this information to analyze trends among our users to help improve our website or customize communications and information that you receive from us. If combined with other information we know about you from previous visits, the data possibly could be used to identify you personally, even if you are not signed in to our website.
Moonsite uses “Google Analytics” to collect information about the use of our website. Google Analytics collects information such as how often users visit our site, what pages they visit when they do so, and what other sites they used prior to coming to our site. We use the information we get from Google Analytics to improve our website and services. Google Analytics collects only the IP address assigned to you on the date you visit our site, rather than your name or other identifying information. We do not combine the information collected through the use of Google Analytics with personally identifiable data. Although Google Analytics plants a permanent cookie on your web browser to identify you as a unique user the next time you visit our site, the cookie cannot be used by anyone but Google.
3.6. Do not track settings
Some web browsers have settings that enable you to request that our website does not track your movement within our website. Our website does not obey such settings when transmitted to and detected by our website.
4. How data is handled
When we use or process personal data about you, we do so only as necessary to provide the services and products you use, to meet our contractual and legal obligations, or otherwise with your consent, to comply with applicable law, or to fulfill other legitimate interests of you or us as described in this Policy. Through our website, you will be provided with the choice of which types of communications you will receive with us, and the ability to change those choices whenever you want. Some of the more common, specific uses of your data are described below.
4.1. Providing requested services – Fulfilling contractual obligations
Moonsite uses data to provide the services you’ve requested or to otherwise perform any contract we may have with you, including communicating with you about the scope of work, payment or other related topics. When you buy a service from us, or otherwise agree to our terms and conditions, a contract is formed between you and us. In order to carry out that contract, we must process the data you give us. Some of this data may be personal, and we may use it in order to do any of the following:
– verify your identity for security purposes,
– provide you with suggestions and advice on services,
– provide our services, which includes updating, securing and troubleshooting, as well as providing support. We also may provide your data to third party service partners or subcontractors that provide services that support our business relationship with you i.e. AWOC ACCOUNTANT LTD, Netmasters Europe Kft., Magyar hosting Kft., Across Continents Translations Ltd, Facebook, Google, but those third parties will only receive information necessary to provide the respective services and are not permitted to use personal data they receive from us for any other purpose,
– improve, personalize and develop our services.
We process this data on the basis that there is a contract between us, or that you have requested we use the data before we enter into a legal contract.
We will continue to process this data until the contract between us ends or is terminated by either party under the terms of the contract.
4.2. Data we process with your consent
Through certain actions when otherwise there is no contractual relationship between Moonsite and the user, such as when you browse our website or ask Moonsite to provide you more information about our business, including job opportunities and our services, you provide your consent to Moonsite to process data that may be personal data.
Sometimes you might give your consent implicitly, such as when you send us a message by e-mail to which you would reasonably expect Moonsite to reply.
When Moonsite communicates with you about our business, we will use the contact information you provided to us to discuss technical issues, new services, and other information of interest to you. We may also send you emails with useful information, promotional information about our business or offers from us or our affiliates. You have a choice about whether or not you wish to receive communications/newsletter from Moonsite. If you do not want to receive any or certain communications from Moonsite, then you can select your choices.
Except where you have consented to our use of your data for a specific purpose, Moonsite does not use your data in any way that would identify you personally.
If you have given us explicit permission to do so, we may from time to time pass your name and contact information to selected third party service providers who we believe may provide services you would find useful.
Moonsite continues to process your data on this basis until you withdraw your consent or it can be reasonably assumed that your consent no longer exists.
4.3. Legally required data
Moonsite may be legally required to disclose your personal data, if such disclosure is required by law, or other legal process, necessary to assist law enforcement officials or government enforcement agencies, necessary to investigate violations of or otherwise enforce our Terms and Conditions, necessary to protect Moonsite from legal action or claims from third parties including the user, and/or necessary to protect the legal rights, personal or real property, or personal safety of our company, customers, third party partners and affiliates.
We may process data or use it to communicate with you on the basis that doing so is necessary to achieve a legitimate interest, either to you or to Moonsite. Where Moonsite uses your data on this basis, we do so after having given careful consideration to:
– whether processing or not processing might cause you harm
– whether you would expect us to process your data, and whether you would consider it reasonable to do so.
For example, Moonsite may processes your data or communicate with you for any of the following purposes:
– advertising and marketing the user, which includes sending promotional communications, targeting advertising, and presenting you relevant offers based on information you provide or our prior dealings,
– operating our business, which includes analyzing our performance, meeting our legal obligations, developing our workforce, and doing research,
– record-keeping for the proper and necessary administration of our business,
– responding to customer complaints or service requests,
– responding to unsolicited communications from users to which we believe you would expect a response,
– protecting and asserting the legal rights of any party,
– insuring against or obtaining professional advice that is required to manage business risk,
– protecting your interests where we believe we have a duty to do so.
Moonsite will continue to use this data for this purpose until the legitimate interest no longer exists or such use is not necessary to achieve the legitimate interest.
4.5. Disclosures to Successors
5. To obtain, change and delete data
5.1. Access to your personal data
5.2. Remove or change your data
5.3. Verification of your data
When Moonsite receives any request to access, edit or delete personal data, we will first take reasonable steps to verify your identity before granting you access or otherwise taking any action. This is important to safeguard your data.
6. Retention period for personal data
– to provide you with the services you have requested, or otherwise to perform or enforce a contract between Moonsite and the user,
– to continue to provide the best possible user experience to visitors who return to our website to collect data,
– to comply with law, including for any period demanded by tax authorities,
– to support a claim or defense in any court or in any legal, regulatory or administrative proceeding.
7. Our security policy
Our website is hosted in the UK and we conduct all of our business from our office located in the UK. Accordingly, the data which you provide to Moonsite may be used in the UK and in the European Union. By submitting your personal data, you’re agreeing to the storing and processing of your data in the UK and in the European Union.
Moonsite has taken steps to build our website using sophisticated encryption and authentication tools to protect the security of your personal data. When Moonsite collects your personal data through our website, we will encrypt your personal data before it travels over the internet using industry standards as establishing for conducting secure online transactions. Moonsite also uses industry standard technologies such as secure routers to make sure that your personal data is safe.
Once Moonsite receives your personal data, we have industry standard security measures in place to protect against the loss or misuse of your personal data. Moonsite strongly urges you to protect any password you may have for our website and not share it with anyone.
8. Limitation of liability
User assumes the sole risk of transmitting your data as it relates to the use of this website, and for any data corruptions, intentional interceptions, intrusions or unauthorized access to information, or of any interruptions to or failures preventing the use this website. In no event shall Moonsite be liable for any direct, indirect, special, consequential or monetary damages, including fees, and penalties in connection with your use of data posted on this website or connectivity to or from this site to any other site.
9. Protecting your child’s privacy
Moonsite follows the Children’s Online Privacy Protection Act (COPPA). Even though our website is not designed for use by anyone under the age of 18, we realize that a child may attempt to access our website. We do not knowingly collect personal data from a child. If you are a parent or guardian and believe your child is using our website, please contact us. If we discover on our own that a child is accessing our website, we will delete the information as soon as we discover it, we will not use the information for any purpose, and we will not disclose the data to third parties. You acknowledge that we do not verify the age of our users nor do we have any liability to do so. If you are a child, please seek the permission of a parent or guardian before accessing our website.
10. Email policy
MoonSite complies with EU law. You can always opt out of receipt of further email correspondence from Moonsite. We will not sell, rent, or trade your email address to any unaffiliated third-party without your permission.
11. Other websites
Our services sometimes include preparing or recommending content for customers’ websites that are built, hosted and maintained using a third party’s content management system or other facilities, but Moonsite does not host or control the content or operation of any customer websites. Moonsite is not responsible for drafting, posting and enforcing our customers’ privacy policies or determining whether the customers’ privacy policies or practices comply with applicable law. Moonsite is in no way responsible or liable for the collection and use of personal data by our customers from their websites or otherwise resulting from our marketing services.
By email to firstname.lastname@example.org
Unit 53 Basepoint Business Center Winnall Valley Road Winchester SO23 0LD
2.1. A cookie is a file containing an identifier that is sent by a web server to a web browser and is stored by the browser. The identifier is then sent back to the server each time the browser requests a page from the server.
2.2. Cookies may be either “persistent” cookies or “session” cookies: a persistent cookie will be stored by a web browser and will remain valid until its set expiry date, unless deleted by the user before the expiry date; a session cookie will expire at the end of the user session, when the web browser is closed.
2.3. Cookies do not typically contain any information that personally identifies a user, but personal information that we store about you may be linked to the information stored in and obtained from cookies.
3. Cookies used by MoonSite
4. Cookies used by our service providers
4.2. We use Google Analytics to analyze the use of our website. Google Analytics gathers information about website use by means of cookies. The information gathered related to our website is used to create reports about the use of our website.
5. Managing cookies
5.1. Most browsers allow you to refuse to accept cookies and to delete cookies. The methods for doing so vary from browser to browser, and from version to version.
6. Our details
6.1. This website is owned and operated by MoonSite Ltd.
6.2. MoonSite Ltd. is registered in England and Wales under registration number: 10381451, and our registered office is at Unit 53 Basepoint Business Centre, Winall Valley Road, Winchester, Hampshire, United Kingdom, SO23 0LD .
6.3. Our principal place of business is at Unit 53 Basepoint Business Centre, Winall Valley Road, Winchester, Hampshire, United Kingdom, SO23 0LD
6.4. You can contact us:
6.4.1. By post, using the postal address given above;
6.4.2. Using our website contact form;
6.4.3. By telephone, on the contact number published on our website
from 9AM to 6PM; or
6.4.4. By email, using the email address email@example.com.
TERMS AND CONDITIONS FOR Moonsite LTD
1.1. In these Terms and Conditions the following definitions apply unless otherwise stated:
Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in the UK are open for business.
Contract means the contract between the Company and the Client for the supply of services governed by these Terms and Conditions.
Client means the individual or business entity who purchases services from the Company and whose details are set out in present Terms and Conditions.
Force Majeure Event means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
Company means MoonSite Ltd, a company incorporated in the UK under company number 10381451 whose registered office is at Unit 53 Basepoint Business Center Winnall Valley Road, Winchester SO23 0LD.
Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order means the order placed by the Client through accepting the Company’s quotation.
Order Form means a quotation form counter-signed by the Client which together with these Terms and Conditions shall form a binding contract.
Quotation means the written quotation prepared by the Company which contains its proposals for providing services to the Clients.
Services means the services the Company will provide to the Client as specified in the Order.
Specification means the description or specification of the services in the Order.
Terms means these Terms and Conditions as updated from time to time by the Company.
VAT means value added tax chargeable under UK law for the time being and any similar additional tax.
White Label Work means services provided by the Company to a Client who rebrands these services as their own for the benefit of their client.
Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words which denote a particular gender, they shall be also read to include all genders and vice versa.
The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.
A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
TERMS AND CONDITIONS
These Terms shall apply to all agreements concluded between the Company and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
These Terms and the Order may only be varied by express written agreement between the Company and the Client.
The Order constitutes an offer by the Client to purchase the Services in accordance with these Terms. The Client shall ensure that the terms of the Order and any relevant Specification are complete and accurate.
The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, or when the Company has started to provide the Services having received the Order, whichever happens first, at which point the Contract shall come into existence.
The Contract constitutes the entire agreement between the Company to provide the Services to the Client and for the Client to purchase those Services, in accordance with these Terms.
The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between the Company and the Client for the supply of services.
A Quotation for the supply of Services given by the Company shall not constitute an offer. A Quotation shall only be valid for a period of 15 business days from its date of issue.
For any White Label Work the Client understands and agrees that the Company have no contractual relationship and therefore no liability in respect of the ultimate client with whom the Client agrees to perform the White Label Work for.
COMPANY OBLIGATIONS AND WARRANTIES
The Company warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the Specification.
The Company shall use all reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services. The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of the Services.
The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
The Company shall be entitled to use subcontractors for the provision of the Services provided always that the Company shall remain liable to the Client for the performance of the Services as if it had carried them out itself.
CLIENT’S OBLIGATIONS AND INDEMNITIES
The Client shall provide assistance and technical information to the Company, as reasonably required by the Company in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client’s employees assisting in the execution of an Order have the necessary skills and authority.
The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including without limitation advertising copy, search terms and graphic material submitted by the Company. 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 the Company.
The Client shall be obliged to inform the Company immediately of changes of domain names, websites, technical setup and any other material information regarding the technical infrastructure which may affect the Services delivered by the Company.
In the event that the Client fails to undertake those acts or provide those materials required under this clause 5 within any agreed deadline (and at least within 15 Business Days of the date requested by the Company) the Company shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Order whether or not the Company has been able to deliver them.
The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by the Company in respect of any third parties as a result of the provision of the Services in accordance with the Order, Specification, or the content of the Client’s advertising or web pages which result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.
The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services, including without limitation its obligations equivalent legislation and hereby agrees to indemnify and to keep the Company indemnified in respect of any and all costs, claims or proceedings whatsoever brought against the Company by any third party in connection with any breach of the same by the Client.
As standard across the Services and unless otherwise notified, the Client shall be exclusively responsible for implementing the optimisation changes recommended by the Company.
The Company require that prior notice be given for any alterations relating to the Client’s website(s) that may affect the services supplied by the Company. If alterations are made by the Client or a third party to the Client’s site(s) search engine placements may be affected and the Company cannot be held responsible.
The Company advises that regular, fresh content added to the site will help to improve the stability of rankings within search engines and the Client understands that regular, unique content plays an important part in the success of a website and failure to add unique content will lessen the impact of SEO services.
In respect of all White Label Work the Client shall indemnify the Company against all 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 the Company arising out of or in connection with the contract between the Client and their client for the White Label Work.
Unless otherwise expressly stated, all prices shall be in Pounds Sterling and shall be under VAT and other duties. In the event that duties are introduced or changed after the conclusion of an Order, the Company shall be entitled to adjust the agreed prices accordingly.
The Client acknowledges that certain Services may involve the licensing of third party Intellectual Property Rights and that the Client may be required to enter into a licence directly with such third party. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licences from third party owners and licensors.
The price stated in the Order shall be a an estimate based on a qualified estimate of the work required to provide the Services. This is an estimate only and Services shall be invoiced in accordance with the price set out in the Order or Quotation and in the event that the price is not so stipulated, the Client shall be charged at the rate specified in the Company’s then current price list. The Company shall be obliged to update the estimate and budgets on an ongoing basis following, among other things, changes made to an Order.
Whilst every effort is made to ensure that costing estimates are accurate, the Company reserves the right to amend any estimate, should an error or omission have been made.
The Company shall invoice the Client following Services delivered.
The Client shall pay each invoice submitted by the Company within 15 Business Days of the date of the invoice.
The Client shall pay all amounts due under the Contract in full amount by bank transfer to MoonSitel’s bank account, by PayPal or by direct debit until the 5th day of each month if agreed.
In the event of overdue payment, interest shall accrue on the invoice amount. At the Company’s discretion, a fee shall be charged per reminder for overdue payment submitted to the Client. The Company shall be entitled to submit such reminders on a weekly basis once the fees have become overdue. The Company expressly reserves all rights at all times to bring any legal action it considers appropriate to recover any unpaid sums.
Late payment shall be considered as constituting a material breach of the Contract entitling the Company (at its discretion) to cancel the Contract or to affirm the Contract and assert the usual remedies for breach.
In the event that the Services cannot be delivered either in full or in part due to the Client’s failure to assist or delay in assisting in the execution of the Order, the Company shall be entitled to charge to the Client an estimated amount, corresponding to the amount that would have been due had the Services been rendered in accordance with the Order. The Company shall be entitled to payment on the basis of the Company’s price list applicable from time to time for any additional work required because of the Client’s failure to assist or delay in assisting.
If the Client subsequently requires the Company to complete the work within a shorter time frame than specified in the Order the Company reserves the right to charge additional monies to prioritise such projects ahead of pre-planned work.
DELAYS AND COMPLAINTS
In the event that the Client proves that the Services are delayed or not in accordance with the Contract, the Company shall be obliged to remedy or redeliver, at its own discretion, without undue delay. In the event that the Services continue to be not in accordance with the Contract after reasonable attempts have been made to remedy this, the Client shall be entitled to cancel the Order in accordance with clause 13.2 a), provided that the breach is material.
Complaints concerning delays or breach of Contract shall be submitted immediately after the time when the Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to the attention of the Company within 48 hours the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.
The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (Third Party Services). The Client acknowledges that the Third Party Services will be governed by that third parties’ terms and conditions and that the Company cannot provide any warranties in respect of the Third Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same. Providers of Third Party Services may provide their own warranties to the Client and the Client must satisfy itself whether or not such warranties (where given) are acceptable for the Client’s business purposes or risk management policies.
The Company’s only responsibility in respect of the Third Party Services is to take reasonable care and skill when selecting the providers of the same.
The Client’s exclusive remedies for late delivery or Services not conforming with the Contract are as specified in this clause 8 and, if the remedies set out in these Terms have been exhausted, the Client’s final remedy is limited to cancellation of the Contract and the Company’s sole liability is to refund any payments for Services not conforming with the Contract, subject to the limitations set out in clause 9 below.
Except as expressly stated in this Clause 9, the Company shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.
Without prejudice to the generality of Clause 9.1 above, the Company shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:
Any indirect or consequential loss arising under or in relation to the Contract even though the Company was aware of the circumstances in which such loss could arise;
Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;
Loss of data; and
Fraudulent clicks on any of the Client’s accounts managed by the Company.
To the extent such liability is not excluded by sub-clauses 9.1, 9.2 and clause 10 below, the Company’s total liability (whether in contract, tort (including negligence or otherwise)) under or in connection with the Contract or based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not in any event exceed the total sum invoiced for the Services.
OTHER LIMITATIONS OF LIABILITY
The Company shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. The Company shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at the Company’s discretion) the Company’s price list applicable from time to time.
The Company shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup etc. and affecting the Services delivered by the Company. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client in accordance with these Terms or on the basis of the Company’s price list applicable from time to time at the Company’s discretion.
The Company shall use all reasonable endeavours to deliver Services relating to search engine optimisation, links, advertisements, banners, pay per click and google analytics in accordance with the guidelines applicable to the relevant search engines. However, the Company shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond the Company’s control and reserves the right to make changes to Services as a result of the same. In addition, the Company shall not be liable for other changes or discontinuation of search engines.
The Company shall not be liable for Services relating to search engine optimisation, advertisements, banners or sponsorships leading to a minimum number of views, position or frequency in searches on relevant words or otherwise. In addition, the Company shall not be liable for ensuring that such Services lead to a certain volume of traffic, number of clicks, registrations, purchases or the like.
If the Client does not implement some or all of the Company’s recommendations, the Company shall not bear any liability for any lack of success experienced by the Client relating to the Services.
INTELLECTUAL PROPERTY RIGHTS
It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation (Materials) to the Company for incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable licence to the Company to use such Materials for the purposes of providing the Services for the duration of the Contract.
The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. the Company shall be entitled to reject and delete such material without incurring any liability. In addition, the Company shall be entitled to cancel the Order.
The Client shall indemnify the Company against all damages, losses and expenses suffered or incurred by the Company as a result of the Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of a third party.
The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.
Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be the property of the Company or the relevant third party from whom the Company has acquired a right of use with a view to executing the Order. The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights vest in the Company.
The Intellectual Property Rights as mentioned in Clause 11.2 shall not be used, assigned, distributed, copied, forwarded to online or offline activities by the Client without a separate, express written agreement.
The Client hereby irrevocably licenses the Company to use and display the Client’s name, figure, logo etc. as a reference on the Company’s website, other marketing materials or types of media whilst they are a Client of the Company and after the Contract terminates. The Client agrees to send the Company it’s most recent logo or figure as and when it is amended from time to time.
CONFIDENTIALITY AND PERSONAL DATA
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.
During the term of the Contract and for a period ending 5 years from the date of its conclusion, the Company shall take the same care as the Company uses with it own confidential information, to avoid, without the Client’s consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of the Client’s business or operational information which the Client has designated as confidential.
The obligation in Clause 12.2 shall not apply to any information which is or becomes publicly available otherwise than through a breach of this agreement, is already or rightly comes into the Company’s possession without an accompanying obligation of confidence, is independently developed by the Company, or which the Company is required to disclose by law.
During the term of the Contract and for a period ending 5 years from termination thereof, the Client will not disclose to any persons within its organisation that do not have a need to know, or to any third party, any information and non Client materials provided by the Company concerning the method or approach the Company uses in providing the Services.
Each party agrees to comply with its respective obligations regarding data protection.
The Client shall be obliged to indemnify the Company for any loss, including costs incidental to legal proceedings, suffered by the Company as a result of the processing of personal data. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described in the present clause.
TERM, TERMINATION AND ASSIGNMENT
The Contract shall renew automatically for a further term unless and until either party notifies the other of its wish to terminate the Contract at the expiry by giving the other party at least 30 days’ written notice to expire at the end of that Contract term.
If there is an unpaid amount, it must be paid by the Client within 15 days after the termination of the contract.
Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:
commits a breach of the Contract and (if such breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
becomes or is insolvent or is unable to pay its debts or a petition is presented or meeting convened or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrator, or administrative receiver appointed over all or any part of its assets or the defaulting party ceases to carry on all or a substantial part of its business.
The Company shall, in addition to all other rights and remedies under these Terms be entitled to terminate this Contract without notice in the event that any of its charges for the Services are not paid in accordance with these Terms.
Upon termination, for whatever reason, the parties shall be obliged to return all materials received from the other pursuant to the Contract without undue delay. If relevant, the Client shall be obliged to remove codes, etc, from websites without undue delay. If the Client fails to do so, the Company shall be entitled to invoice the Client in line with its then current terms and conditions for subsequent Services without such invoicing amounting to a waiver of the Company’s right to terminate the Contract.
The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under the Contract and these Terms without the prior written consent of the Company.
The Company shall be entitled to assign or subcontract any of its rights or obligations under the Contract and these Terms and the Client acknowledges that certain elements of the Services will be provided by third parties.
Neither party shall be held liable for a Force Majeure Event.
If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.
Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate the Contract without liability to the other by written notice to the other party in the event that the performance of the Contract is impeded for more than 6 months due to a Force Majeure Event.
The Company reserves the right to modify or discontinue, temporarily or permanently, the Services with or without notice to the Client and the Company shall not be liable to the Client or any third party for any modification to or discontinuance of these Services save for the return of any prepaid sums in connection with the provision of the Services which are subsequently not provided.
The Company shall be free to provide its Services to third parties whether during or following the provision of the Services to the Client.
During the term of the Contract and for a period of 12 months thereafter, the Client agrees not to employ or engage or offer to employ or engage anyone designated by the Company to work on the Services.
The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party’s right later to enforce or to exercise it.
If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties to the Contract.
Any valid alteration to or variation of these Terms must be in writing signed on behalf of each of the parties by duly authorised officers.
A person who is not a party to the Contract shall not have any rights under or in connection with it.
All notices must be in writing to MoonSite Ltd, Unit 53 Basepoint Business Center Winnall Valley Road, Winchester SO23 0LD, or such address as is advised by the Company.
The parties acknowledge and agree that the Contract supersedes any prior agreement, understanding or arrangement between the parties, whether made orally or in writing and constitute the entire agreement between the Company and the Client relating to these Services. Therefore, except as expressly provided, all other conditions and warranties (implied, statutory or otherwise) are hereby excluded to the fullest extent permitted by law.
LAW AND JURISDICTION
The Company and the Client shall be obliged to attempt to settle any disputes arising between them including disputes relating to the existence or validity of the Contract through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.
The Contract shall be governed by and construed in accordance with UK law and the parties hereby agree to submit to the non-exclusive jurisdiction of the UK courts.