TERMS AND CONDITIONS
These Terms and Conditions for Services, which may be updated from time to time (the “T&Cs”), together with any Statement of Work associated with these T&Cs (each referred to as an “SOW”) form a legal agreement (the “Agreement”) between GK Web Limited (“GK”) and the entity or individual identified in the applicable SOW (“You” or “Your”). Each SOW is made effective as of the date on which You have signed the SOW (“Effective Date”). You and GK agree as below. In the event of any conflict with these T&Cs and the SOW, these T&Cs will prevail.
Prior to GK performing any services for You, we shall agree upon a written statement of work (“SOW”) setting forth the scope of services to be performed (the “Services”), the project schedule and the associated rates, fees and other expenses. The Services are provided to You on an “as is” and “as available” basis without any representation or warranty except as expressly set forth in these T&Cs.
The Agreement shall commence upon the date as set out in the applicable SOW and shall continue for a period of one year. This Agreement shall automatically renew for additional, successive 12 month terms unless either party notifies the other party in writing of its intent not to renew at least 30 days prior to the end of the then-current term.
GK will provide You with an opportunity to review the appearance and content of the Website during the design and development phase and upon its final completion. At the completion of the Services as detailed in the SOW, such Services will be deemed to be accepted and approved unless You notify GK otherwise within five days of the date the completion of the Services.
GK will invoice You for the Services as set forth in the applicable SOW. Invoices will be sent via email. Payment is due within fifteen (15) days of the invoice date. If You do not pay any amount due to GK under this Agreement, GK may, after giving fourteen (14) days written notice to You:
(a) suspend the provision of any or all of its Services until such time as the sum is paid in full; and/or
(b) charge You interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month) or claim interest and statutory compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
Termination of the Services by You must be requested in writing or email and will be effective on receipt of such notice. You will be invoiced for any Services that have been completed to the date of receipt of the notice of cancellation for payment in full within fifteen (15) days.
Aside from the rights specifically granted herein, You retain ownership of copyright to all content, data, files and graphic logos, information, brand names, marks and names provided by You which will be stored and uploaded on the platforms (the “Client Content”), and grant GK a non-exclusive, transferable, sub-licensable, royalty-free, perpetual irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, use, create derivative works from, and distribute any of Your Client Content in connection with the Services through any medium, in any manner and by any means, method or technology, whether now known or hereafter created. You must obtain permission and rights to use any information or files that are copyrighted by a third party. You agree to indemnify and hold harmless GK from any and all claims resulting from Your negligence or inability to obtain proper copyright permissions. An executed SOW shall be regarded as a guarantee by You to GK that all such permissions and authorities have been obtained. You represent and warrant that Client Content does not infringe or violate the intellectual property rights of any third party, violates any agreement or confidentiality obligation by which You may be bound and does not constitute under any law or regulation, an invasion of the right of privacy or publicity, or infringement or breach of any contractual or of any other right of any kind, of any third party.
If Your Website is to be published on a third-party development account, GK must be granted temporary access the account to prepare submission. If Your Website is to interact with a third-party remote server You shall provide full access details to storage and content directories. Depending on the specific nature of the project, other resources might also need to be configured on the server.
POST PROJECT ALTERATIONS
GK cannot accept responsibility for any alterations caused by You or a third party occurring to Your Website once installed. Such alterations include, but are not limited to additions, modifications or deletions. GK may require a one-off charge before resolving any issues that may arise.
THIRD PARTY SERVICES
GK may require the usage of third party services – for example, Google Maps API – to complete the Services and will ensure these services are integrated into the Website and working correctly upon completion of the Services. GK cannot be held responsible for subsequent changes or issues with these third party services that may result in issues on Your Website and may require a one-off charge before resolving any problems that may arise.
Our Services will be integrated with or may otherwise interact with third party applications, websites, and services (“Third Party Applications”) and third party devices to make the Services available to You. These Third Party Applications and devices may have their own terms and conditions of use and privacy policies and Your use of these Third Party Applications and devices will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that GK does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Application or device or for any transaction You may enter into with the provider of any such Third Party Applications and devices, nor does GK warrant the compatibility or continuing compatibility of the Third Party Applications and devices with the Service.
Third party software (for example, open source software libraries) included in the Services are made available to You under the relevant third party software library’s license terms.
GK may purchase domain names on Your behalf, in which case they will then be renewed on an annual basis and You will be invoiced by GK. For all domains, reminder emails will be sent out to You before the domain expires at sixty and thirty days before expiration. Domains are automatically renewed ten days before expiration. In all cases, You must notify GK that they do not wish to keep the domain twenty days before the expiration date. The loss, cancellation or otherwise of the domain brought about by none or late payment is not the responsibility of GK. You should keep a record of the due dates for payment to ensure that payment is received in good time.
LIMITATION OF LIABILITY
In no event shall GK, its officers, directors, employees, agents, successors, suppliers and licensors be liable to You or any third party under any legal theory for any direct, indirect, incidental, special, consequential or exemplary damages (including but not limited to, damages for loss of profits, loss of data or loss of use or business interruption) or any Client Content or other materials accessed or downloaded through the Services, arising out of or related to these T&Cs or any SOW however caused, whether or not GK has been advised of the possibility of such damages.
Notwithstanding the foregoing, GK’s total liability for all claims arising out of or related to these T&Cs and/or SOW shall not exceed the total amount of fees paid by You under the applicable SOW in the preceding 12 month period prior to the event giving rise to the claim. The existence of more than one claim hereunder will not increase this limit. No action, regardless of the form, arising out of these T&Cs or out of the Services may be brought by You more than one (1) year after the event which gave rise to the cause of action. The foregoing shall not apply to the extent prohibited by applicable law.
GK and its suppliers and licensors expressly disclaim any warranties of any kind, whether express, implied, statutory or otherwise, and specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, quality, noninfringement and quiet enjoyment to the maximum extent permitted by applicable law. Neither GK, nor its suppliers and licensors makes any warranty that the Services will be uninterrupted, error-free or completely secure; or fulfil any of your particular purposes or needs; or as to the accuracy, reliability or content of any information provided through the Services. GK are not liable for the Client Content transferred either to or through the use of the Services. GK does not warrant that the Services are compatible with any third party service or software, even if such third party claims, represents or warrants that such service or software is compatible with any service or GK in particular. The terms of this section shall survive any termination of these T&Cs.
In addition, GK makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any third party applications (or the content thereof), Client Content, devices or any other product or service advertised, promoted or offered by a third party on or through the Services or any hyperlinked website, or featured in any banner or other advertising and GK is not responsible or liable for any transaction between you and third party providers of the foregoing.
You shall indemnify GK, its suppliers and licensors against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by GK arising out of or in connection with Your breach of these T&Cs; or any claim alleging that the Client Content or Your use of the Services infringes or misappropriates the rights of a third party or violates any applicable laws.
These T&Cs together with the SOW is the entire agreement between us and supersedes any arrangement, understanding or previous agreement between us relating to the Services. No terms contained in any invoice or similar transactional document (other than the SOW issued by GK) shall be deemed to amend these T&Cs. If any provision in these T&Cs is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. The waiver by either Party of a breach or violation of any provision of these T&Cs or any SOW shall not constitute a waiver of any subsequent breach or violation hereof. Unless agreed otherwise in writing, GK may refer to Your name, and any created Website for promotional and marketing purposes. GK may assign these T&Cs and any applicable SOW in whole or in part. You may not assign or transfer these T&Cs without the prior written consent of GK. These T&Cs and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Northern Ireland. Each party irrevocably agrees that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these T&Cs or its subject matter or form.