Legal Information

Unless otherwise indicated, this website and its contents are the property of UP THERE, EVERYWHERE International AB https://www.upthereeverywhere.com, its partners, members or affiliates. Use of this site is governed by the Terms and Conditions set forth. The site and its contents are protected, without limitation, pursuant to Swedish and foreign copyright and trademark laws. By accessing this website, you agree to the following terms and conditions. If you do not agree, you have no right or license to access this website and you should not do so.

You may view, download and copy information and materials available on this website solely for your personal, non-commercial use. You may also use such material within your organization in connection with the support of UP THERE, EVERYWHERE services, or for authorized media publicizing news about UP THERE, EVERYWHERE with permission. Except as allowed in the preceding statements, you may not modify, copy, distribute, republish, commercially exploit, or upload any of the material on this website without the prior written consent of UP THERE, EVERYWHERE. No intellectual property or other rights in and to this website, other than the limited right to use set forth above, are transferred to you. As a condition of use, you agree not to modify or revise any of the material in any manner and to retain all copyright and other proprietary notices as contained in the original materials on any copies of the materials. No other use of the materials or information is authorized. Any violation of the foregoing may result in legal action.

UP THERE, EVERYWHERE is a registered corporation in Sweden.

UP THERE, EVERYWHERE International AB
Grev Turegatan 30
114 38 Stockholm
Sweden
Organisation Nr. 556882-5730
VAT Nr. SE556882-573001

All website design, text, graphics, the selection and arrangement thereof, and all software compilations, underlying source code, software and all other material on this website are copyright UP THERE, EVERYWHERE and its affiliates, or their content and technology providers. Any unauthorized use of that information or materials may violate copyright, trademark, and other laws. Any rights not expressly granted herein are reserved.

UP THERE, EVERYWHERE’s trademarks may be used only with written permission from UP THERE, EVERYWHERE AB. UP THERE, EVERYWHERE, the UP THERE, EVERYWHERE logo, UP logo, Start Me UP, UP FOR LIFE, UP FOR REAL, UP FOR IT, UP FOR YOU, UP FOR FS, UP FOR GOOD, UP FOR ASIA, UP FOR PEOPLE, e-ployment®, BASE-UP®, UP LAB, SUPER System™ and their respective logos, are registered trademarks or trademarks of UP THERE, EVERYWHERE. All other trademarks, brands, and names are the property of their respective owners. Except as expressly specified in these terms and legal restrictions, nothing contained herein shall be construed as conferring by implication, estoppel, or otherwise any license or right under any patent, trademark, copyright or any proprietary rights of UP THERE, EVERYWHERE or any third party.

UP Digital is a subsidiary of UP THERE, EVERYWHERE registered in the UK as Digital Parent Company, and doing business under the name UP Digital.

All comments, feedback, information, or materials submitted to UP THERE, EVERYWHERE through or in association with this website shall be considered non-confidential and UP THERE, EVERYWHERE’s property. By submitting such comments, information, feedback, or materials to UP THERE, EVERYWHERE, you agree to a no-charge assignment to UP THERE, EVERYWHERE of worldwide rights to use, copy, modify, display, and distribute the submissions. UP THERE, EVERYWHERE may use such comments, information or materials in any way it chooses on an unrestricted basis.

To the fullest extent permitted by applicable laws, UP THERE, EVERYWHERE and its employees, members, agents, suppliers, and contractors shall in no event be liable for any claims, charges, demands, damages, liabilities, losses, and expenses of whatever nature and howsoever arising, including without limitation any compensatory, incidental, direct, indirect, special, punitive, or consequential damages, loss of use, loss of data, loss caused by a computer or electronic virus, loss of income or profit, loss of or damage to property, claims of third parties, or other losses of any kind or character, even if UP THERE, EVERYWHERE has been advised of the possibility of such damages or losses, arising out of or in connection with the use of this website or any website with which it is linked. You assume total responsibility for establishing such procedures for data back up and virus checking as you consider necessary.

UP THERE, EVERYWHERE makes no representation and is not responsible for the availability of, or content located on or through, any links to third-party sites. A third party link from the UP THERE, EVERYWHERE website is not an indication that UP THERE, EVERYWHERE endorses the third party or its site or has any affiliation with or between UP THERE, EVERYWHERE and the third party-hosting site.

UP THERE, EVERYWHERE strives to provide you with useful, accurate, and timely information on this website. Accordingly, UP THERE, EVERYWHERE has attempted to provide accurate information and materials on this website but assumes no responsibility for the accuracy and completeness of that information or materials. UP THERE, EVERYWHERE may change the content of any information or materials available at this website, or to the products described in them, at any time without notice. However, UP THERE, EVERYWHERE makes no commitment to update the information or materials on this website that, as a result, may be out of date.

Information and opinions expressed in blog comments or other forums are not necessarily those of UP THERE, EVERYWHERE. Neither UP THERE, EVERYWHERE, nor its officers, directors, employees, agents, distributors, or affiliates are responsible or liable for any loss damage (including, but not limited to, actual, consequential, or punitive), liability, claim, or other injury or cause related to or resulting from any information posted on UP THERE, EVERYWHERE’s website.

UP THERE, EVERYWHERE may, in its sole discretion, terminate or suspend your access to all or part of the UP THERE, EVERYWHERE website, including, but not limited to any forums on its site, for any reason, including, without limitation, breach of this agreement. In the event this agreement is terminated, the restrictions regarding materials appearing on the site and the representations and warranties, indemnities, and limitation of liabilities set forth in this agreement shall survive any such termination.

UP THERE, EVERYWHERE

As used herein, ‘UP’ refers to UP There, Everywhere International AB, a Swedish company registered under No. 556882-5730 and ‘You’ refers to the customer named on the front side of this document. ‘Service’ means all advise given and services provided by UP to You.

Scope and General Provisions

UP agrees to perform certain consulting services as outlined in the "Proposal" (or “Estimate”). The Proposal shall be deemed a constituent part of this Terms and Conditions Agreement and the work shall be carried out as outlined in the Proposal.

Warranty

UP warrants that all Services will be carried out with reasonable care and skill. UP’s sole liability for breach of this warranty shall be, at its own option, to give credit or re-perform the Services in question. This warranty shall only extend for a period of sixty (60) days after completion of the Services.

All other warranties, representations, terms and conditions (statutory, express, implied or otherwise) as to the quality, condition, description, merchantability or fitness or purpose are hereby expressly excluded.

Limit of Liability

UP shall in no event be liable for any special, indirect, incidental, consequential or punitive damages of any kind in connection with UP’s rendering of services or failure to render services pursuant to this Agreement, including, without limitation, loss of profits, goodwill or business interruption.

The exclusion of liability in these terms and conditions shall not apply with respect to death or personal injury caused by UP’s negligence.

Compensation and Payment

You shall pay UP’s fees for the services rendered here- under as follows:
Unless otherwise agreed in writing, payment in full shall be made to UP in the currency invoiced no later than thirty (30) days from the date of invoice.

In the event of late payment, UP reserves the right: (i) to cancel any of its outstanding obligations and; (ii) to charge interest at an annual rate equal to 12% (or the highest rate allowed by law) on all unpaid amounts calculated on a day to day basis until the actual date of payment.

Intellectual Property Rights

This Agreement does not constitute any license or other grant of rights by UP nor shall You acquire any rights under this Agreement in any patents, trade secrets, trademarks, service marks, trade names or copyrights of UP. You acknowledge and agree that UP is and shall be the sole and complete owner of such rights.

Term and Termination

This Agreement shall become effective on the date indicated in the Proposal (or Estimate) document and shall continue in effect for the term of the project unless earlier terminated as provided below.

This Agreement may be terminated by either party: (a) upon written notice to the other party by reason of any default or breach of this Agreement; provided that the default or breach has not been cured within thirty (30) days after receipt of notice; except that such cure period shall be only fifteen (15) days in the case of a failure by You to make any payment to UP pursuant to this Agreement, or (b) immediately with or without the giving of notice, if the other party shall file a petition in bankruptcy, or shall be adjudicated a bankrupt, or shall take advantage of the insolvency laws of any state, or shall make an assignment for the benefit of creditors, or shall be voluntarily or involuntarily dissolved (except than for the purposes of reorganization), or shall have a receiver, trustee or other court officer appointed for its property. Any termination of this Agreement shall not be an exclusive remedy, but shall be in addition to any legal or equitable remedies available.

Neither the termination of this Agreement shall release the You from the obligation to pay any sum that You may be owing to UP (whether then or thereafter due) or operate to discharge any liability that had been incurred by You prior to any such termination.

Confidentiality

UP and You each agree that any material or information made available by it to the other in connection with this Agreement and the performance hereunder shall be made available in written or eye or electronically readable form or if given orally shall be confirmed in writing within 30 days of having been orally disclosed. Any such material or information shall be held in strict trust and confidence by the disclosee, its employees, agents and representatives and will not be used for any purpose, except in relation to this agreement and the performance hereunder. The disclosee, its employees, agents and representatives, will not copy, reproduce, reveal or disclose any such material or information to any person or entity than its employees, agents or representatives who reasonably have a need to possess knowledge thereof. The foregoing shall not apply to a disclosee (or its employees, agents and representatives) where the particular material or information obtained by it from they disclosure pursuant to this Agreement: (i) was known to the disclosee prior to the receipt thereof from UP; (ii) was at the time of disclosure to the disclosee patented or otherwise a matter of public knowledge through no fault of the disclosee; (iii) was or is hereafter obtained by the disclosee from a third party under no duty of confidentiality to the discloser; (iv) can be proven by written records or other reasonable evidence, to have been developed by the disclosee without reference to the information obtained from the discloser pursuant to this Agreement; or (v) as may be required by applicable law or as ordered by a court of competent jurisdiction.

The obligations in this section will survive termination of this Agreement.

Indemnification and Insurance

You shall defend, indemnify and hold UP and each of UP’s employees, agents, officers, directors, shareholders, affiliates and subsidiaries harmless from, against, for an in respect of any and all damages, losses, liabilities, obligations, costs and expenses arising out of any claims, suits, actions or proceedings relating in any manner to UP’s rendering of services pursuant to this Agreement, provided that Your obligations under this section shall not apply to the extent that such claims, suits, actions or proceedings are attributable to any gross negligence or willful misconduct on the part of UP or its employees or agents including any special consultants engaged by UP. The provisions of this section shall survive termination of this Agreement.

Force Majeure

The obligations of UP shall be excused or suspended to the extent performance is prevented or delayed by any future condition, which (i) is beyond the reasonable control, and without the fault or negligence, of UP affected thereby, (ii) was not foreseeable by UP at the time this Agreement was entered into, and (iii) could not have been prevented by UP taking reasonable steps. Such conditions shall include but not be limited to war, acts of terrorism, mobilisation, riots, fire, explosion, flood, insurrection, embargo, currency restriction, shortage of transport, general shortage of material and acts or omissions or governments in their sovereign capacity.

Assignment

You may not transfer or assign any rights or obligations under this Agreement. However UP shall have the right to transfer or assign its rights and obligations hereunder to an affiliated company or a third party acquiror of all or substantially all of the assets of the business to which this agreement pertains.

Entire Agreement

This Agreement sets forth the entire understanding between the parties with respect to the matters dealt with herein. Neither party has made nor relied upon any warranties not specifically set forth in this Agreement. No modification of any of the provisions contained herein may be made except in writing, in each instance signed by and on behalf of the party against whom enforcement shall be sought hereof.

Independent Contractors

UP and You are independent contractors under this Agreement. Nothing contained herein is intended nor is to be construed so as to constitute either party as partner, joint venturers or employee with respect to this Agreement.

Neither party shall have any express or implied right or authority to assume or to create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.

Law and Disputes

This Agreement shall be construed by and governed in accordance with Swedish law, without regard of its conflict- of-laws provisions. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC Institute). The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one (1) or three (3) arbitrators. The venue for the proceedings shall be Stockholm, Sweden. The proceedings shall be held in the English language.

The Parties undertake and agree that all arbitral proceedings conducted under this section shall be kept confidential, and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceedings shall be used solely for the purpose of those proceedings.

Late Fee Policy for overdue client invoices

At UP There, Everywhere we pride ourselves on delivering exceptional creative consultancy services to our clients. To ensure that we can continue to provide the highest level of service, we have a late fee policy for overdue client invoices. Please read the following information carefully.

1. Payment Terms: Our payment terms for all services rendered are specified on each invoice and we require full payment by the due date.

2. Late Payment Notification: If payment is not received by due date, we will send a reminder notice to the client requesting payment.

3. Late Fee Charges: If payment is not received within 15 days of the due date, a late fee of 8% in accordance with the Swedish Interest Act (Räntelagen) plus the reference rate set by the Swedish Central Bank (Riksbanken) will be charged on the outstanding balance until the account is paid in full.

4. Suspension of Services: If payment is not received within 60 days of the invoice date, we reserve the right to suspend further services until payment is received.

5. Legal Action: If payment is not received within 90 days of the invoice date, we may pursue legal action to recover the outstanding balance, and the client will be responsible for all legal fees associated with such action.

We value our relationship with our clients and strive to provide exceptional service. However, we must ensure timely payment for our services to maintain our business operations. We hope that our clients understand the importance of timely payment and the impact that late payment can have on our ability to serve them effectively.

If you have any questions or concerns about our late fee policy, please do not hesitate to contact us.

UP Digital (Digital Parent Company)

(The following are the terms and conditions for Digital Parent Company Ltd trading as UP Digital)

Essential information.

Please read the following terms and conditions. Your acceptance of these terms are an absolute condition of this website and the services of Digital Parent Company Ltd trading as UP Digital.

General terms and conditions

These terms and conditions form the trading agreement between the Digital Parent Company Ltd trading as UP Digital (“we” or “us”) and the Client (“you”).

1. CHARGES

a) Unless agreed otherwise in writing or by email, we will charge you for all work produced at our current standard charge out rates (if there are any changes to such rates you will be notified by emailed, writing or telephone.

B) All rates and fees are exclusive of VAT, which will be charged in addition at the prevailing rate.

C) When up or down loading files, the time scale is not charged.

D) All travel expenses if incurred will be charged at the hourly rate of the corresponding job and the amount charged will be the travelling time to and from the clients premises only.

2. NEW CLIENTS: INITIAL TRADING PERIOD

With all new clients, we request payment on receipt of invoice for the first two months of active trading. Thereafter, we will revert to our standard terms of payment (see Clause 3).

A) After this trial period and Clause 3 is introduced, it is still up to our discretion and integrity the credit terms agreed.

3. STANDARD TERMS OF PAYMENT

a) You will make punctual payment to us of all invoices and will indemnify us in full in respect of any third party expenses suffered or incurred by us pursuant to your instructions.

B) Invoices will be paid by you (without any deduction by way of set-off or counter claim or otherwise) as follows:

(i) Fees: 30 days from date of invoice.

(ii) Production and other services: 30 days from date of invoice

(iii) For any services where the contractor or supplier requires payment before work commences, our invoice covering the same shall be paid before work commences.

C) For services where the contractor or supplier has the right to withhold consent for work used, or other display before final payment, our invoice covering the same shall be paid within seven days from date of invoice and in any event in cleared funds before the planned date of publication, or other display.

D) On receipt of your approval for any production or artwork, we may issue invoices for stage payments of the estimated cost thereof and the invoices shall be payable within 30 days from date of invoice.

E) Out of pocket expenses will be charged at cost. These include air and rail fares, hotels and sustenance. Car travel will be charged at AA rates. Normal office disbursements such as post, telephone and fax will not be charged.

F) Cancellation work or production (see clause 6).

4. OVERDUE ACCOUNTS

a) If payment of invoices is not made when due, we reserve the right to charge interest on overdue amounts, interest to be calculated at the rate of 4% per year above the base lending rate from time to time of Royal Bank of Scotland Plc. Interest will accrue from the due date until payment is made.

B) We reserve the right to retain all work, materials and any other items in our possession relating to any matter until all invoices are paid in full.

C) Any queries in respect of an invoice must be raised within 14 days of the date of the invoice. After this date it will be deemed that the invoice has been accepted by you (except in the case of manifest error).

5. CREDIT INSURANCE

We take out insurance against credit risks and all our clients must be acceptable to our insurers. In the event of our insurers revising or withdrawing the normal insurance cover in respect of you, we may revise our terms of payment and may require payment in advance.

6. CHANGE AND/OR CANCELLATION OF WORK

a) In the event of change or cancellation, we reserve the right to charge you for all costs of complying with your request, which may include our expenses, production costs, cancellation fees, and our fees and commission in respect of such plans, schedules and work-in-progress.

B) If the live job has been worked on or even finished, the hourly rate will apply and you will be charged accordingly.

7. INTELLECTUALPROPERTYAND COPYRIGHT

a) The intellectual property rights (including, where appropriate, copyright and design rights) in all works created or commissioned by us and used under this agreement shall be vested in us whenever possible.

C) Until full payment of the invoice, all files are copyright to “Digital Parent Company Ltd trading as UP Digital”.

8. LEGAL LIABILITY

a) “Digital Parent Company Ltd trading as UP Digital” will not be liable for any discrepancies or mistakes, which later have a financial detriment to you the client. All work produced by us should be checked and signed off before any further action is taken with the files.

B) We take no responsibility for work not checked and signed. If checked and incorrect we will do our upmost to verify the mistake.

C) We are not liable for any financial compensation by a third party.

D) We shall not be liable for any costs, loss or damage arising from our failure to fulfill our obligations where failure results from circumstances wholly or in part beyond our control including, for example, uploading or downloading files. Viruses or equivalent computer circumstances. We advise you to take out the appropriate insurance cover where necessary.

E) We shall not be liable for any consequential or economic loss (whether for loss of profit or otherwise) and our entire liability under or in connection with this Trading Agreement shall not exceed the associated fees and/or charges received by us under this Trading Agreement.

F) Nothing in this Trading Agreement shall limit or exclude our liability for death or personal injury to the extent that it is caused by our negligence.

9. DURATION

a) This Agreement shall commence on the start date specified below and shall continue until terminated by either party by giving to the other not less than one month’s notice in writing.

B) Notwithstanding clause 9a) we may terminate this Trading Agreement on written notice if:

(i) You make any voluntary arrangement with your creditors or become subject to an administration order or (being an individual or firm) become bankrupt or (being a company) go into liquidation

(ii) A receiver is appointed over any of your assets

(iii) You cease or threaten to cease to carry on business.

10. SECURITY

a) We will take the upmost care in securing complete confidentiality of you, your client and anybody who might be in a compromising situation.

B) All our folders are uniquely secure so no access from other outside sources can compromise our or your integrity.

C) In the case of anybody who makes an advance to you or your clients on the basis of work produced by ourselves, please notify us and legal proceedings might impend.

Digital Design and Build Terms

DEFINITIONS AND INTERPRETATION

In these terms (“Terms”) the following words and phrases will, unless the context otherwise requires, have the following meanings:

Associated Company means any subsidiary or holding company, or subsidiary of a holding company (as subsidiary and holding company are defined in the Companies Act 1985, as amended);

Confidential Information the trade secrets or confidential or proprietary information of Digital Parent Company Ltd trading as UP Digital or the Customer (as the case may be), but excluding any information: (a) which is publicly known or becomes publicly known other than by a breach of these Terms or any other duty of confidentiality; (b) which, when it was first disclosed to the other party, was already known by that party and that party was at the time of disclosure free to disclose; or (c) which, after being disclosed to the other party by Digital Parent Company Ltd trading as UP Digital or the Customer (as the case may be), was disclosed to that party again by a third party at liberty to disclose it without restriction;

Content all text, graphics, logos, photographs, images, moving images, sound, illustrations, and other materials featured, displayed or used or to be featured, displayed or used in or in relation to the Services provided by the Customer, Digital Parent Company Ltd trading as UP Digital or third parties as the case may be;

Contract the contract constituted by a Customer accepting a sow in accordance with clause 1;

Customer a person that accepts a sow;

Deliverable an asset to be delivered as part of the Services other than content including a website, intranet or extranet to be developed by Digital Parent Company Ltd trading as UP Digital for the
Customer in accordance with a sow;

Deliverable Design the graphical and visual design of a Deliverable as described in the relevant sow;

Digital Parent Company Ltd trading as UP Digital, a division of the Digital Parent Company, incorporated in England and Wales with registered number 6938294, whose registered office is
Pipers Barn, Chinthurst Lane, Guildford, Surrey, GU4 8JS.

Digital Parent Company Ltd trading as UP Digital Software the source code and compiled code in a computer program developed by Digital Parent Company Ltd trading as UP Digital and comprised in a Deliverable;

Intellectual Property Rights any rights in or to any patent, copyright, database right, design right, utility model, trade mark, brand name, service mark, trade name, business name, chip topography right, moral right, know how or confidential information and any other rights in respect of any other industrial or intellectual property, whether registrable or not and wherever existing in the world and including all rights to apply for any of the foregoing rights;

sow a proposal, statement of work or quote for the provision of Services to the
Customer by Digital Parent Company Ltd trading as UP Digital;

Services the services specified in the relevant sow, which may include strategic consultancy, digital creative services, including online media, PR, email marketing, viral marketing and seeding, the development of a Deliverable, website maintenance and hosting;

Start Date the date that the relevant sow is accepted by the Customer;

Third Party Software any computer program comprised in a Deliverable that is provided by a third party;

Web Pages the web pages, if applicable, of a Deliverable containing the Content described in the sow; and

Year a period of 12 months from the Start Date and each anniversary of the Start
Date.

In these Terms, unless the context otherwise requires:

(a) References to a party mean Digital Parent Company Ltd trading as UP Digital or the Customer as the case may be;

(b) References to any statute, statutory provision or statutory instrument or order include:

i. References to that statute, statutory provision or statutory instrument or order as from time to time amended, extended, consolidated or re-enacted; and
ii. All rules, regulations, statutory instruments or orders made under them, as from time to time amended, extended, consolidated or re-enacted;

(d) The Clause headings are for convenience of reference only and will not affect the construction or interpretation of these Terms;

(e) References to any person include references to any human being, company, body, corporate, association, joint venture, partnership, trust and any legal entity capable of suing and being sued and references to the singular will include the plural;

(f) “Including” will be understood to mean “including without limitation” and “includes” and “include” will be understood similarly; and

(g) In the case of conflict or ambiguity between any these Terms and any provision of a sow the provisions of the sow will take precedence.

1 CONTRACT FOR PROVISION OF SERVICES

1.1 The acceptance in writing (including by email) of a sow by the Customer will constitute a binding contract between the Customer and Digital Parent Company Ltd trading as UP Digital for the provision of the Services on these Terms.

1.2 The Contract will take effect from the Start Date and, subject to the completion of the development of any Deliverable included in the Services, will continue until either party serves not less than 3 months’ written notice on the other expiring on any anniversary of the Start Date or, if later, the anniversary of any fixed period of website hosting specified in the sow subject always to early termination under Clause 11.

2 SUPPLY OF SERVICES

2.1 Digital Parent Company Ltd trading as UP Digital will provide the Services and any Deliverable to the Customer with reasonable care and skill and in accordance with the relevant sow.

2.2 Digital Parent Company Ltd trading as UP Digital will use all reasonable efforts to adhere to the provisions of any timetable included in the sow.

2.3 The Customer will provide all such information, material, facilities and other assistance as Digital Parent Company Ltd trading as UP Digital may reasonably request in order to assist Digital Parent Company Ltd trading as UP Digital to provide the Services or otherwise perform its obligations under the sow.

3 LICENCE

3.1 Digital Parent Company Ltd trading as UP Digital grants a non-exclusive, royalty free licence to the Customer to use, modify and, subject to clause 3.2, sub-license the Digital Parent Company Ltd trading as UP Digital Software for the full period of the copyright in the Digital Parent Company Ltd trading as UP Digital Software.

3.2 The Customer may sub-licence the Digital Parent Company Ltd trading as UP Digital Software but only after the termination of the Contract.

3.3 Third Party Software will be supplied in accordance with the relevant licensor’s standard terms.

3.4 The Customer may not assign the benefit or burden of the licence granted in clause 3.1.

4 CHARGES

4.1 The Customer will pay the amounts specified in the sow (as varied under clause 4.2) within 30 days of the date of the invoice. All such amounts are (unless otherwise stated) expressed exclusive of any applicable value added tax (VAT) and all other taxes and duties, which will be paid by the Customer.

4.2 Unless provided to the contrary in the sow, the charges in the sow will apply until the 31 December following the Start Date and thereafter the applicable charges will be as set out in Digital Parent Company Ltd trading as UP Digital then current rate card.

4.3 Where the Customer reasonably disputes any payment it will be entitled to withhold payment of the disputed amount pending resolution of the dispute but will pay the undisputed amount in accordance with these Terms.

4.4 The Customer will reimburse all expenses reasonably incurred by Digital Parent Company Ltd trading as UP Digital in performing the Services subject to the provision of valid VAT invoices.

5 WARRANTIES

5.1 Digital Parent Company Ltd trading as UP Digital warrants that the Digital Parent Company Ltd trading as UP Digital Software comprised in each Deliverable will conform in all material respects to the sow for a period of 90 days from delivery or, if acceptance testing is required, the date of successful completion thereof (Warranty Period). If, within the Warranty Period, the Customer notifies
Digital Parent Company Ltd trading as UP Digital in writing of any defect or fault in the Digital Parent Company Ltd trading as UP Digital Software in consequence of which it fails to conform in all material respects to the sow, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Digital Parent Company Ltd trading as UP Digital Software or used it in breach of the sow or these Terms, for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by Digital Parent Company Ltd trading as UP Digital, Digital Parent Company Ltd trading as UP Digital will, at our option, do one of the following:
6.2.1 repair the Digital Parent Company Ltd trading as UP Digital Software; or
6.2.2 replace the Digital Parent Company Ltd trading as UP Digital Software, provided the Customer provides all information reasonably required by Digital Parent Company Ltd trading as UP Digital to resolve the defect or fault, including sufficient information to enable Digital Parent Company Ltd trading as UP Digital to re-create the defect or fault.
5.2 Digital Parent Company Ltd trading as UP Digital does not warrant that the use of the Digital Parent Company Ltd trading as UP Digital Software or the Third Party Software will be uninterrupted or error-free.
5.3 Subject to clause 7.2, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into these Terms, whether by statute, common law or otherwise, are excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
6.4 Each of the parties will use all reasonable commercial efforts to ensure that it does not introduce any virus or other element designed to disrupt the orderly operation of, or impair the integrity of computer programs and systems into the other’s computer programs and/or systems.

6 CONFIDENTIALITY

6.1 Neither party may disclose to any other person the contents of an sow or use or disclose any of the Confidential Information of the other except:

(a) When required to do so by law or any regulatory authority; and

(b) To its (or any of its Associated Companies’) employees, contractors, directors, agents or advisers whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person is informed of the obligations of confidentiality under these Terms and complies with those obligations as if they were bound by them.

7 LIABILITY

7.1 Except as expressly stated in clause 7.2:

(a) Digital Parent Company Ltd trading as UP Digital will have no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, which fall within the following categories:
(i) Special damage even though Digital Parent Company Ltd trading as UP Digital was aware of the circumstances in which such special damage could arise;
(ii) Loss of profits, anticipated savings, business opportunity or goodwill;
(iii) Loss of data; and
(iv) Infringement of copyright provided Digital Parent Company Ltd trading as UP Digital has made all reasonable efforts to avoid such infringement.

(b) The total liability of Digital Parent Company Ltd trading as UP Digital, whether in contract, tort or otherwise and whether in connection with an sow, these Terms or otherwise, will in no circumstances exceed a sum equal to the amounts payable to Digital Parent Company Ltd trading as UP Digital under the sow in the 12 months immediately before the cause of action arose; and
(c) The Customer acknowledges that no representations were made prior to entering into these Terms and agrees that, in entering into these Terms, it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in the sow. The Customer will have no remedy in respect of any representation (whether written or oral) made to it on which it relied in entering into these Terms and Digital Parent Company Ltd trading as UP Digital will have no liability otherwise than pursuant to these Terms.

7.2 Digital Parent Company Ltd trading as UP Digital will be liable for death or personal injury resulting from its negligence or that of its employees whilst acting in the course of their employment and the scope of their authority, for fraud and fraudulent misrepresentations and for any other loss or damage in respect of which liability cannot lawfully be excluded.

7.3 Notice periods

Digital Parent Company Ltd trading as UP Digital will not be liable for any claim arising under these Terms unless the Customer gives Digital Parent Company Ltd trading as UP Digital written notice of the claim within 6 months of becoming aware of the circumstances giving rise to the claim or, if earlier, 6 months from the time the Customer ought reasonably to have become aware of such circumstances.

7.4 General

The parties acknowledge that, having regard to all the circumstances, the provisions of this Clause are fair and reasonable.

8 INTELLECTUAL PROPERTY RIGHTS

8.1 Subject to payment of the relevant amounts, Digital Parent Company Ltd trading as UP Digital assigns all rights, title and interest (including all Intellectual Property Rights) in the Deliverable Design, the Web Pages and any Digital Parent Company Ltd trading as UP Digital Content (but excluding Digital Parent Company Ltd trading as UP Digital Software, Third Party Software and any third party Content) to the Customer with full title guarantee.

8.2 Digital Parent Company Ltd trading as UP Digital will not use or re-create the look and feel of the Deliverable or anything substantially similar to it.

8.3 Digital Parent Company Ltd trading as UP Digital will use all reasonable efforts to assign third party Content to the Customer.

8.4 Digital Parent Company Ltd trading as UP Digital acknowledges that all Intellectual Property Rights in the Customer Content and any modification to it belong and will belong to the Customer, and Digital Parent Company Ltd trading as UP Digital will have no rights in or to the Customer Content other than the right to use it in accordance with these Terms.

8.5 The Customer acknowledges that all Intellectual Property Rights in the Digital Parent Company Ltd trading as UP Digital Software and any modification to it belong and will belong to Digital Parent Company Ltd trading as UP Digital, and the Customer will have no rights in or to the Digital Parent Company Ltd trading as UP Digital Software other than the right to use it in accordance with these Terms.

8.6 The Customer acknowledges that all Intellectual Property Rights in the Third Party Software and any modification to it belong and will belong to relevant licensor, and the Customer will have no rights in or to the Third Party Software other than the right to use it in accordance with these Terms.

8.7 Digital Parent Company Ltd trading as UP Digital will at its own expense defend the Customer or, at Digital Parent Company Ltd trading as UP Digital option, settle any claim or action brought against the Customer alleging that the possession, use, development, modification or maintenance of the Digital Parent Company Ltd trading as UP Digital Software (or any part thereof) in accordance with of these Terms infringes the Intellectual Property Rights of a third party (Infringement Claim) and will be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Customer as a result of or in connection with any such Infringement Claim. This clause 8.7 will not apply where the Infringement Claim in question:
(a) Relates to Digital Parent Company Ltd trading as UP Digital Software produced to a specification provided by the Customer; or
(b) Is in respect of Customer Content; or
(c) Is attributable to possession, use, development, modification or maintenance of the Digital Parent Company Ltd trading as UP Digital Software (or any part thereof) by the Customer other than in accordance with of the sow or these Terms.

8.8 Clause 8.7 is conditional on:
(a) The Customer notifying Digital Parent Company Ltd trading as UP Digital in writing, as soon as reasonably practicable, of any Infringement Claim of which it has notice;
(b) The Customer not making any admission as to liability or compromise or agreeing to any settlement of any Infringement Claim without the prior written consent of Digital Parent Company Ltd trading as UP Digital, which consent will not be unreasonably withheld or delayed; and
(c) Digital Parent Company Ltd trading as UP Digital having, at its own expense, the conduct of or the right to settle all negotiations and litigation arising from any Infringement Claim and the Customer giving Digital Parent Company Ltd trading as UP Digital all reasonable assistance in connection with those negotiations and such litigation at Digital Parent Company Ltd trading as UP Digital request and expense.

8.9 If any Infringement Claim is made, or in Digital Parent Company Ltd trading as UP Digital reasonable opinion is likely to be made, against the Customer, Digital Parent Company Ltd trading as UP Digital may at its sole option and expense:
(a) Procure for the Customer the right to continue using the Digital Parent Company Ltd trading as UP Digital Software (or any part thereof) in accordance with these Terms; or
(b) Modify the Digital Parent Company Ltd trading as UP Digital Software so that it ceases to be infringing; or
(c) Replace the Digital Parent Company Ltd trading as UP Digital Software with non-infringing software; or
(d) Terminate the Contract immediately by notice in writing to the Customer and refund any of the charges paid by the Customer with respect to the Deliverable as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Digital Parent Company Ltd trading as UP Digital Software to the date of termination) on return of the Digital Parent Company Ltd trading as UP Digital Software and all copies thereof, provided that if Digital Parent Company Ltd trading as UP Digital modifies or replaces the Digital Parent Company Ltd trading as UP Digital Software, the modified or replacement software must comply with the warranties contained in clause 6.2 and the Customer will have the same rights in respect thereof as it would have had under those clauses had the references to the date of these Terms been references to the date on which such modification or replacement was made.

8.10 The Customer will indemnify Digital Parent Company Ltd trading as UP Digital against all costs, claims, demands and expenses (including legal fees) arising directly or indirectly out of any claim against Digital Parent Company Ltd trading as UP Digital by any third party arising in respect of:
(a) Any Digital Parent Company Ltd trading as UP Digital Content or Deliverable produced to a specification provided by the Customer; or
(b) Any Customer Content in whatever format; or
(c) Any breach by the Customer of these Terms.

9 EMPLOYEES

9.1 The Customer will not and will ensure that none of its Associated Companies will engage at any time during the term of the Contract and for a period of 24 months following its termination any employee who was employed by Digital Parent Company Ltd trading as UP Digital to provide the Services, whether as employee, consultant or independent contractor or in any other capacity without the prior written consent of Digital Parent Company Ltd trading as UP Digital. If the Customer breaches this clause it will pay to Digital Parent Company Ltd trading as UP Digital a sum by way of compensation equivalent to the then current annual salary of the relevant employee or, if a higher amount, a sum equal to the charge out rate applicable to that employee for a six month period.

9.2 Digital Parent Company Ltd trading as UP Digital reserves the right to adjust its charges to take account of any liabilities incurred by Digital Parent Company Ltd trading as UP Digital as a result of a transfer to it of the Customer’s or any other agency’s employees under the Transfer of Undertakings (Protection of Employment) Regulations 2006.

10 SITE CONTENT

10.1 The Customer will ensure that all Customer and third party Content does not infringe any applicable laws, regulations or third party rights and does not include material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights (Inappropriate Content).

10.2 The Customer acknowledges that Digital Parent Company Ltd trading as UP Digital has no control over any Customer or third party Content and does not monitor the Content. Digital Parent Company Ltd trading as UP Digital reserves the right to remove Content from the relevant Deliverable and/or to suspend the operation of the Deliverable where it reasonably suspects such Content is
Inappropriate Content.

10.3 The Customer will indemnify Digital Parent Company Ltd trading as UP Digital against all damages, losses and expenses arising as a result of any action or claim that any of Customer or third party Content constitutes Inappropriate Content.

11 TERMINATION

11.1 Either party may terminate the Contract immediately by serving written notice on the other if:

(a) The other commits any material breach of these Terms which, if capable of remedy, is not remedied within 30 days of notice from that party specifying the breach and requiring its remedy; or

(b) The other party convenes a meeting of creditors;

(c) A proposal is made in relation to the other party for a voluntary arrangement under Part 1 of the Insolvency Act 1986;

(d) A proposal is made for any other composition, scheme or arrangement with (or assignment for the benefit of) the other party’s creditors;

(e) The other party is unable to pay its debts within the meaning of section 123 Insolvency Act 1986;

(f) A trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the assets of the other party; or

(g) A meeting is convened for the purpose of considering a resolution or other steps are taken for the winding-up of the other party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).

11.2 The provisions of Clauses 3, 6, 7, 8, 9 and 21 will survive the termination of these Terms and continue in full force and effect.

12 TRANSFER OR ASSIGNMENT

Neither party may assign or sub-license its rights under these Terms without the prior written consent of the other except as provided in these Terms.

13 NOTICES

13.1 All notices from one party to another under these Terms will be in writing, signed by a duly authorised person, and sent to the company secretary at the address specified in these Terms (or such other address as may be notified in writing by the party from time to time).

13.2 A notice will be deemed to have been received if served by hand, immediately upon personal delivery or if served by first class post, within 48 hours of posting to an address in the UK or within 96 hours otherwise.

14 SEVERABILITY

If any provision or part of these Terms is held to be invalid or unenforceable to any extent then it will be severed from the rest of these Terms so that it is ineffective to the extent that it is invalid or unenforceable and the remaining provisions or part of these Terms will remain in full force and effect.

15 WAIVER

The waiver by either party of any default or breach of these Terms will not constitute a waiver of any other or subsequent default or breach.

16 WHOLE AGREEMENT

The Contract, the sow and these Terms constitute the entire agreement between the parties in connection with the subject matter of the sow, and supersede all prior oral and written agreements, understandings and correspondence.

17 AMENDMENT

17.1 Digital Parent Company Ltd trading as UP Digital may amend these Terms from time and each sow will be subject to the Terms current at the time the relevant sow is accepted.
17.2 An sow may be amended only by an agreement in writing signed by Digital Parent Company Ltd trading as UP Digital and the Customer.

18 PUBLICITY

Each party may state in its publicity and marketing materials that the other is a provider or customer (as the case may be) of information services of the type described in these Terms.

19 FORCE MAJEURE

No cause of action will arise if the discharge of any duty is prevented or delayed, or accrual of any liability on the part of either party is occasioned, as the case may be, by any event beyond the control of that party including any of the following: act of God, governmental act, war, terrorism, fire, flood or other natural disaster, explosion or civil commotion, failure in information technology or telecommunications services, failure of a third party (including failure to supply data) and industrial action.

20 THIRD PARTY RIGHTS

Any person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce the Contract.

21 GOVERNING LAW

The Contract and these Terms will be governed by and interpreted in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the courts of England.

Terms & Conditions