Website Terms and Conditions – Customers

This terms are in relation to and for the information of our website clients and are subject to change without notice.

GENERAL SERVICE AGREEMENT
THIS GENERAL SERVICE AGREEMENT (the “Agreement”) dated this 14th day of October, 2024 BETWEEN:
The Client (agreeing to terms and conditions)
(the “Client”)
– AND –
M W Clarke of Pant yr Ystrad Fach, Whitemill, SA32 7HJ (the “Contractor”).

BACKGROUND:
A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
Services Provided
1. The Client hereby agrees to engage the Contractor to provide the Client with services (the “Services”) as outlined in the quote provided.

2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

Term of Agreement
3. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

4. Termination of any website MUST be notified 28 days in advance of the annual date of entering in this agreement to prevent any exit fees.
5. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide at least 28 days’ notice to the other Party.
6. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
7. This Agreement may be terminated at any time by mutual agreement of the Parties.
8. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.
Performance
9. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. The Client understands that the Contractor relies on 3rd party provision of hosting and other services and as such, whilst all reasonable efforts will be made to ensure that any loss of service(s) are returned to working correctly as soon as is reasonably practicable, no losses relating to such downtime are the responsibility of the Contractor.
Currency
10. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in Pound Sterling.
Payment
11. For the services rendered by the Contractor as required by this Agreement, the Client will provide payment (the “Payment”) to the Contractor as follows:
• Initial works as per quote
• Ongoing works at £25 per hour, charged as required. Minimum fee, 1 hour.
Reimbursement of Expenses
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12. In connection with providing the Services hereunder, the Contractor will only be reimbursed for expenses that have been approved in advance. These would be additional works not detailed in the quote, for example to cover the cost of models or location fees. This would not cover those costs already detailed in the quote.
13. The Contractor will furnish invoices to the Client for all such expenses.
14. Where the Client is provides the hosting for the website, the Client will be responsible for those costs, direct with their supplier. Where upgrades / changes to the package purchased by the Client are required, the Contractor will inform the Client for their decision and payment with their hosting provider.
15. The Client is responsible for ongoing hosting fees if they use their own hosting supplier. Where our hosting is used, this will be included in the annual fee.
Confidentiality
16. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
17. The Contractor agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client. This obligation will survive the expiration or termination of this Agreement and will continue indefinitely.
18. All written and oral information and materials disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
19. The Client agrees to provide the Contractor with relevant information to allow access to websites or platforms to complete the agreed works. For example, passwords for hosting login. The Contractor agrees to act in accordance with this agreement with regard to such detail.
Ownership of Materials and Intellectual Property
20. All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the property of the the Contractor. The Client is granted a non-exclusive unlimited-use license of this Intellectual Property. This does not extend to products that belong to the Client, and is limited only to the media, imagery or otherwise, created by the Contractor. 21. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.
Return of Property
22. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity/Independent Contractor
23. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Notice
24. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
a. The Client agreeing to these terms.
b. M W Clarke T/A Mark Clarke Photography Pant yr Ystrad Fach, Whitemill, SA32 7HJ
or to such other address as any Party may from time to time notify the other.
Indemnification
25. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns
against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Legal Expenses
26. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
Modification of Agreement
27. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
Time of the Essence
28. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Assignment
29. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
Entire Agreement
30. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Enurement
31. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
Titles/Headings
32. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Gender
33. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law
34. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of Wales, without regard to the jurisdiction in which any action or special proceeding may be instituted.
Severability
35. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
36. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
37. Both the Client and Contractor agree to enter in to this agreement with confirmation by acceptance of the terms by the Client.

38. Fees. Individual clients may have prices specific to them. Our general fees are as follows. – As per quote for initial build. £145 per annum (subject to raise on annual renewal) for ongoing services. Closure of site where 28 days notice not given prior to renewal (from anniversary of initial agreement each year) £50.