Terms & Conditions
These terms and conditions refer to 'managed email marketing services' and website design services form Drumlin Business Services. Other services referred to in this website will have their own Terms and conditions which will be available on the relevant service website.
Definitions
"Buyer" means the company, organisation or person purchasing the services from Drumlin Business Services (DBS).
"DBS" means Drumlin Business Services, 3 Rademon Crescent, Crossgar, Co. Down BT30 9NY.
"Order" means an order in respect of services requested by the Buyer and submitted to DBS.
"Contract" means a contract for the provision of services between DBS and the Buyer.A contract will not come into existence until DBS' written acceptance of the order has been forwarded to the Buyer
"Quotation" is a price given by DBS to a prospective Buyer for the provision of a defined service as descipted in the quotation itself.
"Services" means the work and/or services to be carried out by DBS for the Buyer pursuant to an Order.
General
1. A Quotation will not be binding on DBS and a Contract will only come into being when a written acceptance of an order is forwarded by DBS to the Buyer.
2. Any variation to the Contract must be confirmed in writing by DBS.
3. Quotations submitted by DBS will remain open for acceptance by the Buyer for a period of 30 days from the date of the Quotation (unless in the Quotation some other period is specified) or when DBS withdraws the Quotation.
Payment Terms
1. DBS will invoice the Buyer for all Services immediately on completion of the web Site, or commencement of an emarketing campaign. In the case of websites being hosted by Drumlin Business Service (through Fresh Web Hosting) the invoice will include 12 months prepayment of hosting costs.
2. Unless otherwise agreed in writing by DBS, invoices will be payable by the Buyer immediately upon completion of the relevant Web Site or email / emarketing campaign to which the invoice relates.
3. The Buyer will make all payments due to DBS by cheque or by bankers draft or in cash or by electronic transfer direct to the DBS bank account or by direct payment to the DBS Paypal Account.
Website Design / Emarketing campaigns
1. The Client guarantees that any element of text, graphics or other artwork furnished to DBS for inclusion in the web design project or email / emarketing campaign are owned by the Client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend DBS and it's subcontractors from any claim or suit arising from the use of such elements furnished by the client.
2. DBS sells domain name registration, website hosting and mailboxes through Fresh Web Hosting http://www.fresh-web-hosting.co.uk. The registration of a domain name, hosting of a website or registering of mailboxes on behalf of the client is subject to the terms andconditions of Fresh Web Hosting.
3. DBS provides email and eMarketing services in partnership with Constant Contact. Email campaigns managed on behalf a Client are subject to the Terms and conditions of Constant Contact.
4. DBS will accept no liability for any financial loss resulting from a domain not being renewed.
5. DBS will have no liability for any financial loss arising from any registered mailbox not being available.
6. DBS will have no liability for any financial loss arising from any website not being available.
7. DBS Will have no liability for any financial loss arising form any hosting package not being renewed.
8. DBS will have no liability for any financial loss arising from any information gleaned from any website including but not limited to data held on users of that website.
9. DBS will have no liability arising from any financial loss arising from any email campaign, or its delivery to or lack of delivery to individual email addresses.
Ecommerce Website Services
1. DBS will accept no liability for any financial loss resulting from the use of any E Commerce website or any eCommerce component.
Warranty and Limit of Responsibility
1. DBS acknowledges and agrees that it will perform the Services:
1.1 with reasonable skill and care; and
1.2 in accordance with good industry practice.
2. The Buyer acknowledges and agrees that DBS will have no liability to the Buyer in respect of the positioning of the Buyer's Web Site in search engine listings.
3. The Buyer's remedies in respect of any claim under the foregoing express warranty or any condition or warranty implied by law or any other claim in respect of the Services or Web Site or any workmanship in relation to them (whether or not involving negligence on the part of DBS) will, in all cases, be limited to re-performance of the Services or refund of the relevant purchase price.
4. DBS will not in any circumstances be liable to the Buyer for any indirect or consequential losses or any loss of profits purported to have been suffered by the Buyer.
5. DBS will not be liable for any failure in the performance of any of its obligations under the agreement caused by factors outside its control.
Responsibility for approving the website / email campaign
1. The Buyer acknowledges and agrees that DBS will produce the Web Site or email campaign based on information provided to it by the Buyer.
2. It will be the responsibility of the Buyer (and not DBS) to review and approve the content of the Web Site and any email campign (including, without limitation, the spelling of names and addresses and the accuracy of telephone numbers) at the time of the completion of such Web Site / email campaign by DBS to the Buyer for approval by the Buyer.
3. DBS will have no liability to the Buyer for any inaccuracies in the Web Site or any email campaign if and to the extent that the Buyer has failed to review and/or approve (or require amendment (as the case may be)) provided to the Buyer by DBS pursuant to this Agreement.
Termination
1. DBS may terminate the Contract immediately in the event that the Buyer is in breach of its obligations under the Contract and/or the Buyer suffers any event of insolvency or is or becomes unable to pay its debts as they fall due.
2. DBS may at its discretion suspend or terminate the supply of any goods and services if the buyer fails to make any payment when due or otherwise defaults in any of its obligations under the contract or any other agreement with DBS or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or DBS bona fide believes that any of those events may occur and in any case of termination may forfeit any monies paid.
3. DBS may by written notice terminate the Agreement immediately and without liability for compensation or damages except as mentioned in this agreement if the Buyer fails to make payment as specified above.
Third Party Claims
The Buyer will indemnify DBS and keep DBS indemnified from and against any and all actions, costs (including, without limitation, the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement by a third party of any patent, registered design, unregistered design, design right, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by DBS with the Buyer's instructions, whether express or implied.
Assignment & Sub-Contracting
1. None of the rights or obligations of the Buyer under the Contract may be assigned or transferred in whole or in part without the prior written consent of DBS.
2. The Web Site will be for the sole use of the Buyer and will not be capable of assignment to a third party by the Buyer.
Jurisdiction
The Contract will be governed by and construed in all respects in accordance with Northern Ireland law and the parties hereby submit to the exclusive jurisdiction of the Northern Ireland courts.