Freetimers Digital Limited
Standard Terms and Conditions
Agreement: any written or other agreement between the Customer and Freetimers to carry out Work.
Agreement Documentation: all written and electronic communications from Freetimers to the Customer setting out the Work.
Customer: the person, firm or company who purchases Work from Freetimers.
IPR: patents, copyright, trademarks, trade names, domain names, design rights, database rights, programming code, moral rights and any other intellectual property rights whether registered or unregistered in any part of the world.
Materials: the content including but not being limited to; words, text, diagrams, tables, images, designs, code and sound provided to Freetimers by the Customer for use in the Site.
Site: the Customer's website hosted by Freetimers
The Party(ies): the Customer and Freetimers
Work: work, software, code, the Site, products and/or services to be provided by Freetimers under any Agreements with the Customer.
Freetimers: Freetimers Digital Ltd, a company registered in England with Company number 14651557, Registered Office 78-90 Clarke Road, Northampton, NN1 4PW. Administrative offices at 78-90 Clarke Road, Northampton, NN1 4PW.
2 APPLICATION OF CONDITIONS
2.1 These conditions govern any Agreement between Freetimers and the Customer and prevail over any conditions contained or referred to in the Customer's documents or implied by law or course of dealing. The variation of any Agreement(s) shall be in writing and signed by or on behalf of the Parties. If any provision of any Agreement is found by any court to be invalid, unenforceable or illegal, the other provisions shall remain in force. Any Agreement is governed by English Law and the Parties agree to submit to the jurisdiction of English courts. All Agreements are made for the benefit of the parties to it and are not intended to benefit, or be enforceable by, anyone else. The Customer shall not without the prior written consent of Freetimers assign any of its rights or obligations under any Agreement. Freetimers may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under any Agreement.
2.2 In determining the Work that Freetimers agrees to carry out, only the Agreement Documentation shall be decisive. All verbal representations made by either Party shall be disregarded.
2.3 Any dispute or difference arising out of or in connection with an Agreement shall be determined by the appointment of a single arbitrator to be agreed between the parties, or failing agreement within fourteen days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the President or a Vice President of the Chartered Institute of Arbitrators.
3 OBLIGATIONS OF THE PARTIES
3.1 Freetimers shall use reasonable efforts to manage and complete the Work, but any timescales given shall be estimates only and time shall not be of the essence.
3.2 The Customer shall co-operate with Freetimers in all matters relating to the Work and in a timely manner provide such access to the Customer's premises, marketing materials, photographs, written content and data and such information as Freetimers may reasonably request.
3.3 The Customer warrants that it owns the Materials. The Customer shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party IPR). The Customer shall be liable for infringement of a third party's rights arising out of use of the Materials and the Customer hereby indemnifies Freetimers in full in respect of losses, claims, costs, fines, damages or otherwise incurred due to such infringement. Should Freetimers discover that any Materials are being used in infringement of a third party's rights then Freetimers shall be entitled to suspend all Work until such infringement is remedied by the Customer. Freetimers reserves the right to remove content from the Site where it reasonably suspects such content is inappropriate content. Freetimers shall notify the Customer if it becomes aware of any allegation that content on the Site may be inappropriate content.
3.4 If Freetimers' performance of its obligations under an Agreement is prevented or delayed by any act or omission of the Customer or the Customer's agents, sub-contractors or employees, the Customer shall be liable to pay to Freetimers on demand Freetimers’ invoice for the Work carried out to that point.
4 ACCEPTANCE OF WORK AND/OR SITE
4.1 Freetimers may carry out such tests as it deems appropriate to commission any Work (if appropriate) and/ or the Site. Freetimers may notify the Customer when the Work and/or Site is commissioned. If the Customer uses any part of the Work and/or the Site for any revenue-earning purposes or the Site goes live on the internet upon the Customers instructions then the Work and/or Site shall be deemed accepted.
4.2 In the event it is decided and agreed by the Customer and Freetimers to make a site live, prior to full acceptance as described in 4.1, then the Customer should be aware that the warranty period described in section 8, begins on the day the site is made live (notwithstanding outstanding issues) and expires 3 months later.
4.3 If either party wishes to change the scope of the Work, it shall submit details of the requested change to the other in writing, and the Parties shall agree the change and the cost of the change. If no agreement is reached the change will not be implemented.
5 CHARGES AND PAYMENT
Freetimers will set out the price (and may set out a payment schedule) in any Agreement Documentation. Freetimers shall be entitled to recover the cost of hotel, subsistence, traveling and any other ancillary expenses reasonably incurred and work and products reasonably and properly provided by third parties plus VAT as anticipated by an Agreement which Freetimers shall add to its invoices at the appropriate rate. In the absence of a payment schedule the Customer shall pay each invoice submitted to it by Freetimers in full, and in cleared funds, within 7 days of receipt. Freetimers may, without prejudice to any other rights it may have, set off any liability of the Customer to Freetimers against any liability of Freetimers to the Customer. Where a Customer maintains multiple accounts with Freetimers, Freetimers may at its discretion consider all the accounts as a single account.
6 CONSEQUENCES OF FAILURE TO PAY
6.1 Without prejudice to any other right or remedy that Freetimers may have, if the Customer fails to pay Freetimers on a due date Freetimers may at its sole discretion:
(a) charge interest and late payment collection charges on such sums due from the presentation date of an invoice according to the government guidelines issued in The late payment of commercial debts (interest) Act 1998 on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and
(b) suspend all Work until payment has been made in full; and
(c) switch off any and all Site(s) and associated services (such as email) that Freetimers hosts or provides; and
(d) cease maintenance and support for any Site Freetimers hosts; and
(e) terminate an Agreement under condition 10.1 (a); and
(f) sequester and use any Freetimers work including designs for its own benefit, for clarity this shall not include any Customer IPR, names, trade names or Materials; and
(g) if such failure occurs within the 90 day warranty period as defined in condition 8, the warranty shall be null and void.
(h) levy a reasonable charge to reinstate any services suspended under item c) above, and require receipt before reinstating the service.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 Save as described in clauses 7.2 7.3 & 7.4 below all IPR in any Work shall be owned by Freetimers. On acceptance Freetimers licenses all such rights to the Customer on a perpetual, non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Work. If Freetimers terminates an Agreement by reason of any of the conditions of clause 10.1 this license will automatically terminate and the Customer shall have no right to use the Work. The Customer retains all IPR in the Materials (if any).
7.3 Certain images provided by Freetimers may have been purchased under licence from stock image suppliers. These images are generally only licensed for use on the website being built. The licence may not permit them to be used in publicity material. If the Customer wishes to use any images from the site for other purposes Freetimers should be informed and a more appropriate license acquired.
7.4 Where Work has been undertaken or a Site constructed by Freetimers for the Customer, ownership of any graphic, screen or print design, database, code or programming and implementation of this in the Site or other Agreement carried out by Freetimers and accepted by the customer as part of that Work or Site will transfer to the customer only after payment in full has been received by Freetimers for the related Agreements. Where multiple Agreements are undertaken within a reasonably short time of each other for the Customer, Freetimers may at its option choose to view these as a single contract for determining if payment in full has been received and transfer of ownership to the client has taken place.
7.5 Freetimers’ website administration and content management system is Freetimers’ IPR. So long as the Customer website utilising the Freetimers’ system remains hosted by Freetimers, Freetimers provides the Customer with a non-exclusive free of charge licence to use it. For the avoidance of doubt the content management and website administration systems shall not be transferred or licensed on termination. Fully paid designs graphics and bespoke programming work may be able to be transferred to the Customer on termination subject to extraction of the bespoke code from the underlying Freetimers’ system by Freetimers subject to payment of Freetimers’ reasonable costs to do so.
8.1 Freetimers does not warrant that the use of the Work and/or the Site will be uninterrupted or error-free. However, Freetimers warrants that the Work and/or the Site will conform in all material respects to the Agreement Documentation for a period of 90 days from the date of acceptance under condition 4 (Warranty Period). If, within the Warranty Period, the Customer notifies Freetimers in writing of any defect or fault in the Work and/or the Site, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Work and/or the Site, Freetimers shall, at Freetimers’ option, do one of the following:
(a) repair the Work and/or the Site; or
(b) replace the Work; or
(c) terminate the relevant Agreement immediately by notice in writing to the Customer and refund any of the charges paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the Work and/or the Site to the date of termination).
9 LIMITATION OF LIABILITY
9.1 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from any Agreement. Nothing in these conditions excludes the liability of Freetimers for death or personal injury caused by Freetimers’ negligence; or for fraud or fraudulent misrepresentation.
9.2 Subject to condition 9.1:
(a) Freetimers shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss or for any special, indirect or consequential loss costs, damages, charges or expenses however arising.
(b) Freetimers total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of an Agreement shall be limited to a maximum of 125% of the fees paid by the Customer for the Work.
(c) Freetimers accepts no responsibility for the failure of a website to adhere to online trading laws in relation to a Customer’s business and a website built to a Customer approved specification in respect of that business.
(d) Freetimers accepts no responsibility or liability in respect of the failure of a website to generate sales, orders, enquiries, registrations or any other outcome sought or expected by the Customer.
9.3 Freetimers accepts no responsibility or liability in any respect for the failure of a website and/or its hosting or dedicated server environment to adhere to any data protection or other security-related laws or standards. The customer accepts it is its responsibility to ensure any such requirements related to those applicable to its website and related system(s) are met, which may or may not involve Freetimers and/or other third parties to undertake specific works on its behalf as separately contracted. Where Freetimers is involved in such works its liabilities are limited as defined here in these terms and conditions. For the avoidance of doubt, in the absence of an Agreement between Freetimers and the Customer for Freetimers to undertake specific works in relation to security or standards under the provisions of any standards or Acts, then all responsibility will lie with the customer. Unless specifically contracted by the Customer to do so, Freetimers accepts no responsibility or liability in respect of keeping any such works up to date beyond the point the works were approved by the Customer and made live.
10.1 Without prejudice to any other rights or remedies to which the Parties may be entitled, either party may terminate an Agreement without liability to the other if:
(a) the other party commits a material breach of an Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(b) an order is made or a resolution is passed for the winding up of the other party; or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party;
(c) a receiver is appointed of any of the other party's assets or undertaking, or the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or the other party ceases, or threatens to cease, to trade.
10.2 Freetimers may terminate any and all services to the Customer on 30 days written notice, at Freetimers’ discretion.
11 FORCE MAJEURE
Freetimers shall have no liability to the Customer under an Agreement if it is prevented from, or delayed in, performing its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control.
12 POACHING OF EMPLOYEES
The Customer shall not, without the prior written consent of Freetimers, at any time from the date of an Agreement to the expiry of twenty four months after the completion of the Work or the Termination of any agreement or relationship with Freetimers, solicit or entice away from Freetimers or employ any person who is, or has been, engaged as an employee of Freetimers. Any consent given by Freetimers shall be subject to the Customer paying to Freetimers a sum equivalent to 40% of the then current or most recent annual remuneration of the Freetimers’ employee.
13.1 Hosting Agreements shall commence on the date Freetimers commences hosting the Site (whether it be live on the Internet or not) and shall continue for a minimum period of 12 months provided that the Customer pays the invoices as and when the invoice falls due for payment, otherwise the hosting shall cease immediately and without notice. At 12 months and provided the Customer has paid up to date Freetimers shall renew the hosting for a further 12 month period and the Customer shall pay for that next 12 month period unless the Customer in writing notifies Freetimers otherwise prior to the start of the next 12 month period.
13.2 On expiry or termination of a hosting Agreement provided that the Customer shall have paid all outstanding charges of Freetimers up to date, if requested, Freetimers shall transfer to the Customer the Site and all Materials, and shall provide to the Customer an electronic copy of the Site and provide such assistance as is reasonably requested by the Customer to transfer the hosting of the Site to the Customer or another service provider, subject to payment of Freetimers’ expenses reasonably incurred, calculated on the basis of Freetimers’ current hourly charge out rates. For the avoidance of doubt the content management and website administration systems of Freetimers is Freetimers’ IPR and shall not be transferred or licensed on such termination. Fully paid bespoke programming work may be able to be transferred to the Customer on termination subject to extraction of the bespoke code from the underlying Freetimers’ system by Freetimers subject to payment of Freetimers’ reasonable costs to do so.
13.3 Dedicated Servers, Virtual Servers, Virtual Machines and Clustered Hardware or Cloud Configurations
(a) As per Section 16.1 below, where Freetimers has been contracted to provide via a third-party provider a dedicated hosting solution involving a dedicated server, virtual server, virtual machines and clustered or multiples or combinations of these, including any additional service in support of these, such as load balancers, firewalls or backup services, the terms and conditions for the provision of the service from the third party provider shall pertain to the contract as if it had been provided to the Customer directly.
(b) Where Freetimers adds a fee to the service in section 1 above, this will be related to the day to day routine oversight, management, and monitoring of the system provided, including routine liaison with the provider as required. As in Section 9, Freetimers’ liability will be limited in total only in relation to its portion of the total charge for the system, and not for the system itself. All other limitations of liability in Section 9 also apply to these services.
(c) For any system contracted for the customer as defined in 1 above, the term of that agreement with the customer shall be an extension of the term Freetimers has agreed with the provider at the minimum, as if the contract had been provided to the customer directly.
(d) Where Freetimers provides any ex gratia, incidental or free services in relation to a system defined under Section 13.3.(a) or (b) above, Freetimers accepts no liability in respect of the success or failure of that service at any time. This includes Freetimers daily backup service which is provided ex gratia and cannot be relied upon by the Customer, unless it is contracted and remunerated separately, and not simply provided as part of Freetimers monthly management fee. Freetimers provides no warranty or liability of any kind for such a free service and accepts no liability whatsoever in relation to accuracy, completeness, security or otherwise in relation to such service.
(e) Where a dedicated system fails for any reason Freetimers liability is limited as explained above. Where the system and/or website being hosted thereon has been attacked or interfered with by any unauthorised third party or parties, whether human, artificial intelligence, machine, mechanism or process, Freetimers’ liability is limited to the time equivalent of its portion of any fee charged to the customer, calculated at the then-ruling hourly rate. Additional time required to rectify and recover such a situation, whether by Freetimers staff or by the providers staff where separately chargeable from the regular monthly fee, will be to the liability of the Customer. In any such situation Freetimers will liaise with the Customer as far as reasonably practical to keep them informed of the issues and the likely costs being incurred by them for work being carried out.
(f) Where relevant, terms in Section 13.1 Hosting will also be applicable to Dedicated systems, as adjusted for the term and monthly rather than annual charging.
(g) Upon expiry of the specified and agreed minimum term for a dedicated system, a minimum full month’s notice is required to terminate the service, where the notice expiry date matches the end of the third party provider’s monthly payment term. For clarity and by way of example only, if the monthly payment to the provider covers a period from the 15th of the month to the 14th of the following month, the customer’s notice to stop must at least cover the full month to the 14th end point for the provider. Giving notice on the 5th day of the month therefore would result in termination on the 14th of the following month.
14 GDPR and Personal Data Protection (This section is applicable and in force from 25/5/18)
14.1 Storage and Processing of Personal Data. If we provide a hosting service for you, and you collect, store or use personal data on your website, you have authorised Freetimers to act for you as a Data Processor. In our capacity as hosting service provider we provide our clients with a hosting area, location and environment for your website and/or other related applications and can advise as to how these may be housed which in our view will be able to meet appropriate GDPR requirements, and, if our recommendations are followed, the environment should provide appropriate limited and controlled secure access. You authorise Freetimers to provide these hosting facilities, and as part of this to access the hosting account in order to maintain, manage and support it, potentially also extending to any application or website we have produced for you which also may require support, maintenance or further development. You also authorise Freetimers to take backups from your hosting account of any website, application or database. Such backups will be taken, transmitted and stored in an encrypted form with controlled and limited access and at all times kept within the UK or EU. We provide this hosting and basic backup facility, however our client (you) is responsible in each instance for assessing and confirming with us any other specific requirements for hosting and for backups, and for the sufficiency, number, retention period or timing of those in light of their use and assessment of the levels of risk to any personal data their use and storage of it entails. This also pertains to any other applications being run through the hosting account, and where these are provided as part of the hosting they are provided ‘as they are’, and it is the client’s responsibility to determine if they meet their needs, security or otherwise, under GDPR.
Most of the websites and other applications we produce or host for a client may collect some personal data, and employ a database to store and retrieve data for you, your authorised staff, customers or other service providers you use and authorise. In its capacity as website developer, programmer, designer, SEO and digital marketing and support provider, you authorise Freetimers to access such website(s), applications and databases and to establish, retain and maintain development and staging versions of these as necessary to perform these functions. In performing these duties Freetimers will take steps to ensure appropriate security is maintained as defined under GDPR. For any website, admin area, database or other application so hosted however, for sake of clarity you (the client) are responsible for ensuring the level of security of any database, application or website including any developed and/or provided by Freetimers, and that any personal data you hold in this database and make available potentially within your website, admin area or downloads from these, is legitimately and legally held/retained, collected and processed and is ‘appropriately’ secure, given the level of risk you as data controller assess for it. The appropriate level of the security that may be required will also be dependent on the extent and sensitivity of the data you hold. Websites, databases and other applications developed by Freetimers prior to GDPR coming into force may not be compliant with GDPR and may require amendment or other actions or services being put in place in order to make them compliant. For older websites or those which include older legacy code elements there is a higher probability this will be the case. Freetimers may make its own assessment of the risk level posed and the potential requirements to keep it appropriately safe. At the outset of GDPR coming into force, and potentially from time to time thereafter, Freetimers will endeavour to discuss our assessment(s) with you of the levels of security currently existing and/or which may need to be established in order to achieve or maintain ‘appropriate’ security and GDPR compliance. See also sections 14.6 and 14.7 below for more on this process and the responsibilities of all parties.
14.2 Because Freetimers may be contracted by you to work on and maintain your website and its related systems, databases and hardware, by using us you are authorising us to see this data, but only to use it for specific purposes. These purposes will necessarily include storing it within the database, viewing the data when necessary in order to place it within the database and incidentally as part of the website system development and maintenance process, to encrypt or decrypt it as necessary, and to take regular backups which are also encrypted and transmitted/maintained securely for whatever period may be agreed. Freetimers will also maintain decryption keys, update these regularly, and strictly limit access to the keys to specific named members of staff or appointed contractors. Access to your personal data within your website system will be limited to named individuals and only on a need to know/use basis.
14.3 All of Freetimers staff or contractors are required to sign strict Confidentiality and Limitation of Use agreements prior to joining us and undertaking any work, in addition to confidentiality requirements in any employment contract.
14.4 Freetimers may host your website on servers providing a ‘shared’ hosting environment with multiple websites, or on a dedicated server, virtual machine or cloud-based hosting environment based in the EU or UK. Many of these are placed with server, hosting or cloud service providers who, for initial service provision, maintenance, security or backup purposes may also need to have access to the hosting server or account your website uses. Freetimers has contracted with each provider to ensure they also strictly limit access to named, authorised individuals, that any backups held by them on your/our behalf are held and transferred securely, and that they will only operate on our specific instructions in the retrieval of any backed-up data. In these contracts Freetimers has also ensured that any sub-contractors or sub-processors they employ are also contracted with the same requirements we require of them.
14.5 Under GDPR Freetimers may be required to assist you with personal data requests, compliance and penetration testing and audits. Freetimers will assist with these to the best of its ability and as reasonably required and will be entitled to compensation from our client (you) for any reasonable time we spend to facilitate and undertake the process, chargeable at the then ruling hourly development rate for the client concerned. We will also be entitled to reimbursement of any costs we incur in the process from 3rd parties required to be involved, whether they be auditors, testing providers, the hosting and other service providers as applicable to the case at hand. Where possible advance notice will be provided, but this will not be essential, if under law or the instructions of the ICO or appointed auditors Freetimers is required to undertake the service on your behalf.
14.6 Whilst Freetimers will provide a hosting solution that meets basic security requirements, it is our client’s responsibility to ensure any applications we host on your behalf meet security requirements as defined under GDPR. This is the case both where Freetimers has provided the application or where you have implemented another provider’s application. Where Freetimers has provided a website with associated database and admin system, we may advise what in our view will be required to make the application we have provided meet the GDPR security requirements. Where this may involve programming or other adjustments or works to make the application compliant Freetimers will quote for the work involved, and undertake any works required upon our client agreeing to the work and to pay the resultant costs. For website systems where substantial use or processing of personal data is involved, and/or where this personal data is of a particularly sensitive nature, they may require regular scanning, penetration testing, audit and implementation works to maintain the system at the level of compliance required. Under GDPR these requirements are very likely to increase and become more stringent over time, so a solution that may be sufficient today may not be sufficient subsequently. All costs in relation to this are a part of keeping the website business compliant with the law, and are costs to be borne by the client. Such costs may include those from Freetimers but also of third party providers as applicable.
14.7 Where Freetimers has advised of works which in its considered view are required or recommended to ensure compliance with GDPR and other related laws, if the client refuses or fails to undertake such works the client agrees to absorb full responsibility for any subsequent issues and security breaches, and for any costs arising in relation to any breach of compliance or of the security of their application, including the costs to implement the changes needed and/or to rectify the issues arising, as well as any fines imposed by governmental or other compliance agencies or other costs from Freetimers or other 3rd parties which have to be incurred subsequently, ultimately holding Freetimers Communications Limited and its officers, staff and contractors fully harmless, and reimbursing any costs incurred within 30 days of a demand or invoice being sent by Freetimers in writing. At Freetimers’ option, where it believes works must be undertaken to ensure compliance, if these have been refused by the client, Freetimers also will be entitled to take advance pre-emptive action to protect the personal data deemed to be at risk, including disabling removing or terminating the application or website, the database and/or relevant tables and potentially removing them from the server as a preventative measure. This is because under GDPR Freetimers and its providers also may not be able to entirely divest themselves from responsibility and could face liabilities and fines from authorities.
15 DOMAIN NAMES
15.1 All domain name purchase, renewal or transfer Agreements between Freetimers and the Customer are subject to the rules imposed by the issuing Registrar for the specific domain name type, as well as to Freetimers’ Terms and Conditions as defined herein and which take priority in terms of charges, payment and invoicing requirements.
Purchase and renewal prices for Top Level and other domain names are detailed on the Freetimers main website, at www.freetimers.com/domainpri.php, but can be varied from these at Freetimers’ option by agreement. Other terms and conditions pertaining to Top Level Domains will be governed by the Tucows ‘Exhibit A’ agreement as linked to on the aforementioned domain name prices website page.
15.2 Freetimers accepts no liability of any kind, consequential, direct or indirect, in respect of domain names being lost because of a failure to renew, or in respect of any downtime of an associated website and business or other work lost or delayed resulting from this.
15.3 The Customer should be aware that if Freetimers receives monies for domain name renewal later than 7 days prior to the renewal date, domain renewals may be delayed or lost and this could have serious commercial consequences. Top Level Domain names in particular (.com, .net etc), once expired, may be able to be recovered, but often only after paying considerable costs to the Issuing Registrar, and potentially requiring considerable time by Freetimers’ management and staff, which would only be undertaken on advance agreement with the Customer to make good the costs of the Registrar and Freetimers prior to Freetimers undertaking the work. In undertaking such work Freetimers would use reasonable endeavours but would not accept any liability to the Customer or otherwise should the process fail.
16 MAINTENANCE, SUPPORT AND INTERNET MARKETING SERVICES
16.1 If the Customer has contracted Freetimers to provide maintenance and support then Freetimers shall do so on the basis of the Agreement Documentation.
16.2 If the Customer has contracted Freetimers to provide internet marketing services then Freetimers shall do so on the basis of the Agreement Documentation, or by default as follows:
"Web Marketing & SEO Terms and Conditions
Invoicing and Payment
Monthly web marketing or SEO costs will be invoiced in the middle of the preceding month, and will need to be paid before the beginning of the coming month to which they relate - as we are required to purchase many of our web marketing services in advance. So, by way of example, the costs for December would be invoiced in the preceding mid-November and payment would need to be received by 1st December. Late payment could result in suspension and potential loss of web marketing services, particularly links, which could be withdrawn by the provider. Please note all costs are subject to VAT at the standard rate.
Termination and Other Terms
One full chargeable months’ notice is required to terminate the service, so for example, if you gave notice in mid-January, termination would take place at the end of February.
Any links Freetimers acquires for you with our Link Partner providers, as well as their identities and website urls, are Freetimers’ intellectual property and the Link Partners must not be approached by you without our express written permission. Where such an instance arises Freetimers will be entitled to charge and be remunerated a ‘finder’s fee’ to compensate Freetimers for the time and effort taken to locate the partner and create and maintain a relationship. Where a Link with a Freetimers Link Partner is obtained by a client or former client without our permission the fee payable per link will be on the following scale depending on the domain name’s URL page rank assessment of the website’s root entry page as seen on Majestic.com using the average of the Trust Flow and Citation Flow measurements: 0-10=£150, 11-20=£200, 21-30=£300, 31-40=£450, 41-50=£550, 51-60=£750, 61+=£950. These fees will be subject to addition of VAT and be payable within 15 days of invoice date. Please note these fees are established here primarily to protect Freetimers and Freetimers’ clients from those seeking to subvert and/or abuse the system Freetimers has established on our clients’ behalf.
In addition to these terms our standard general terms will apply where applicable and can be found at http://www.freetimers.com/terms-and-conditions."
17 PRODUCTS OR SERVICES PROVIDED BY THIRD PARTIES
17.1 If the Customer has contracted Freetimers to provide a service from a third party provider, such as for Broadband or Email Spam Filtering as examples only, Freetimers shall not be liable for any disruption to the service or any costs or losses of any kind, and the terms and conditions for the provision of that service from the provider shall pertain to the contract as if it had been provided to the Customer directly.
18 NOTICES AND AMENDMENTS TO THESE STANDARD TERMS AND CONDITIONS
18.1 Notices to the Customer from Freetimers will be deemed to have been served on the date of sending where such has been delivered in writing to the latest contact details provided to or evidentially used successfully by Freetimers, whether by email, fax or first class or registered post.
18.2 These Standard Terms and Conditions may be altered by Freetimers at any time at its sole discretion, with changes coming into effect 30 days from Notice being given as defined under 18.1 above.