The Terms set out below (“these terms”) should be read in conjunction with your Letter of Agreement, and shall be deemed to be part thereof. These terms supersede all previous terms.

1. Definitions

(a) “The Agency” means Forte Digital Marketing, which is part of Forte Web Solutions Ltd, also known as Forte Digital Marketing: a UK limited company whose registered trading address is at 14-16 Churchill Way, Cardiff, CF10 2DX. Telephone +44 7700 138 029. Registered in England and Wales 07896792. All contracts are issued by the Agency through Forte Web Solutions Ltd, and all payments are due to the same.

(b) “The Customer” means any person or company with whom the Agency contracts, either verbally or in writing. Where the Customer compromises more than one person, their liability under these terms and conditions shall be joint and several.

(c) “Contract” means any contract made between the Agency and the Customer for services as defined below; any written quotation from the Agency which is accepted in writing by the Customer; or any written order or booking of the Customer which is accepted in writing by the Agency. This includes any Letter of Agreement which is signed by both parties.

(d) “Services” shall mean CRM software, marketing automation, web design, consultancy, training, coaching or any additional marketing services supplied by the Agency or its contractors.

(e) Any reference in these Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

(f) 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.

2. Basis of Contract

(a) The Contract shall incorporate and be subject to these Terms to the exclusion of any terms, which the Customer may purport to impose, and to the exclusion of any course of dealing established between the Agency and the Customer.

(b) No variation to these Terms shall be binding unless agreed in writing between the authorised representatives of the Agency and the Customer.

(c) Any quotation given by the Agency is an invitation to the Customer to make an order only within 30 days of the quotation date and no order of the Customer placed with the Agency in pursuance of a quotation or otherwise shall be binding on the Agency unless and until it is accepted and confirmed in writing by the Agency.

(d) The Customer or its employees or agents are not authorised to make any representations concerning the products or services of the Agency or concerning the Contract unless confirmed by the Agency in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations, which are not so confirmed.

(e) Any advice or recommendation given by the Agency or its employees or agents to the Customer or its employees or agents is acted upon entirely at the risk of the Customer, its employees or agents and accordingly the Agency shall not be liable for any such advice or recommendation.

(f) Any typographical, clerical or other error or omission in any promotional material, quotation, price list, invoice or other document or information issued by the Agency shall be subject to correction without any liability on the part of the Agency.

3. Supply Of Services

To undertake and provide the Services in accordance with any brief and deadline agreed with the customer and;

3.1 To manage and carry out the Services in an expert and diligent manner and to provide his/her services to the best of his/her technical and creative skill and to be solely responsible for how the services are provided;

3.2 To the best of his/her ability, promptly and faithfully to meet the Deliverables and deadlines agreed with the customer;

3.3. The agency is free to undertake and accept other engagements, except those which lead or might lead to any conflict of interest between the agency and the customer during his or her appointment;

3.4 To use such suitably qualified and experienced personnel as he or she may from time to time deem appropriate;

3.5 The agency has the right to supply a substitute of equivalent knowledge and expertise and acknowledges that the customer has the right to refuse the replacement if, in the reasonable view of the customer, the replacement is not sufficiently qualified to undertake the work. Where substitution occurs, the agency will remain responsible for its obligations under the agreement and will be responsible for the payment of the replacement, so that there will be no further payments outside of the agreed terms to pay for any handover period between the original and the replacement.

3.6 To keep the customer informed of progress on the Services in which they are engaged and shall produce written reports on the same from time to time when so requested by the customer. While the agencies method of working is entirely their own and they are not subject to the control of the customer, they shall nevertheless comply with this and any other reasonable requests of the customer (or its clients) which do not impact upon the agencies method of working.

3.7 The Customer warrants that where it has provided assets such as advertising slogans and company or product logos, the same are not subject to any third party’s copyright or other intellectual property rights; and that reproduction of the same by the Agency will not cause any breach of any copyright or other intellectual property rights; and that the Customer will where appropriate secure all necessary licences and authorisations for publication of any such restricted assets. The Customer hereby indemnifies the Agency against any and all actions, claims losses, damages and liabilities arising from any breach of copyright or other intellectual property rights caused by the provision of assets for distribution by the Customer.

3.8 The Agency shall produce the finished works according to an agreed creative brief, either on or before the completion date agreed by both parties. The Customer must submit any requests for amendments or revisions within 5 working days of receipt of the finished works. Failure to do so will constitute the Customer’s approval of the finished works, and the Agency will invoice for any fees which remain outstanding. An additional charge will be made for any revisions or amendments that are requested after the 5th working day; or that are requested after the work has entered the public domain; or that fall outside the scope of the creative brief.

4. Contract Prices and Fees

The prices or fees payable by the Customer shall be in accordance with the Agency’s rates of payment, as specified in the Contract of which these terms form part.

5. Payment

(a) The prices or fees payable by the Customer shall be in accordance with the Agency’s rates of payment, as specified in the Contract of which these terms form part.

(b) Failure to pay by the due date will entitle the Agency to cancel any service being provided by giving written notice to the Customer and any part payment shall be retained by the Agency. The time of payment and the price of the goods shall be the essence of the Contract.

(c) If payment shall not be made in accordance with Condition 5 (a) above, the Agency shall pass the matter onto a collections Agency and reserves the right to charge interest on overdue balances for the period from such date until the date of payment. This shall include any period after the date of any court judgement against the Customer. Interest shall be charged at the rate permitted under the Late Payments of Commercial Debts (Interest) Act 1998, plus all penalty charges allowed by the same act at the time of contract.

(d) Payments are to be made by electronic bank transfer to Forte Web Solutions Ltd, Starling Bank, account number 81747490, sort-code 60-83-71. Credit or debit card payments are accepted via STRIPE. Cash and cheques cannot be accepted.

6. Liability

(a) Except in respect of death or personal injury caused by negligence, the Agency shall not be liable to the Customer by reason of any representation, or any implied warranty condition or other term or any duty at common law or under express terms of the Contract, for any consequential loss or damage (whether loss of profits or otherwise) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Agency, its parent company, its employees or agents or otherwise) which arise out of or in connection with the Contract except as expressively provided in these terms.

(b) The Agency shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing its obligations under the Contract or any failure so to perform, if the delay or failure was due to any cause beyond the Agency’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:

(i) Act of God, explosion, flood, tempest, fire or accident;

(ii) War or threat of war, sabotage, insurrection, civil disturbances or requisition;

(iii) Acts, restrictions, byelaws, prohibitions or measures of any kind on the part of any government, parliamentary or local authority;

(iv) Import or export regulations or embargoes;

(v) Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Agency or of a third party);

(vi) Difficulties in obtaining raw materials, labour, fuel, parts or machinery;

(vii) Power failure or breakdown in machinery.

(c) Without prejudice to the foregoing the Agency shall in no circumstances be liable for any loss, damage, costs or expenses, which exceed in the aggregate the fees payable by the Customer.

7. Insolvency of the Customer

This clause applies if:

(i) the Customer proposes any voluntary arrangement or enters into any compromise or other arrangement with its creditors; or

(ii) an encumbrance takes possession, or a receiver or manager is appointed of any of the property or assets of the Customer, or

(iii) being an individual or firm the Customer becomes subject to a bankruptcy petition or becomes bankrupt, or

(iv) being a Company the Customer becomes subject to a winding-up petition or goes into liquidation or becomes subject to a petition or an administration order or upon the making of an administration order, or

(v) the Customer ceases, or threatens to cease, to carry on business; or

(vi) the Agency reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly

(a) If this clause applies then without prejudice to any other right or remedy available to the Agency or its parent company, the Agency shall be entitled to cancel the Contract or suspend the performance of the Contract without liability to the Customer.

8. Notices

Any notice required or permitted to be given by either party to the other under these terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may be at the relevant time have been notified pursuant to this provision to the party giving the notice. No waiver by the Agency of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

9. Severability

If any provision of these terms is held by any competent authority to be invalid the remainder of the provisions in question shall not be affected thereby.

10. Proper Law

The Contract shall be governed by and construed in accordance with the laws of England and Wales.

11. General

(a) The Customer shall not be entitled to assign its rights or transfer any of its rights or obligations under the Contract, in whole or in part, without prior written consent of the Agency.

(b) The expiration or termination of the Contract, however arising, shall be without prejudice to any provisions of the Contract (including these Conditions), which are to have effect after the date of such expiration or termination.

(c) The Agency undertakes not to disclose commercially sensitive information that is shared prior to or following formal engagement, and will add a non-disclosure clause to any letter of agreement at the client’s request.