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Welcome to Crisp Digital

These terms and conditions (Conditions) apply in respect of all work undertaken by Crisp Holdings Ltd, trading as Crisp Digital.

Interpretation

The definitions and interpretation set out in this Interpretation apply to the Contract:
References to ‘we’, ‘us’, and ‘our’ are references to Crisp Holdings Ltd trading as Crisp Digital: Crisp Holdings Limited, a company incorporated in England and Wales with company number 07250036 and whose trading office is at 55 High Street, Marlow, Bucks, SL7 1BA.

Client: any individual, company or business to whom we provide our services as specified in the work order form including a person reasonably appearing to us to act with your authority (references to ‘you’, ‘your’ and ‘you’re are references to the Client);

Account Activation Notice: An email from Crisp Digital with the subject line: ‘Account Activation Notice’ detailing the Commencement Date;

Client Material: all Documents, information and materials provided by the Client relating to the Services including (without limitation), computer programs, information, materials, copy, data, reports and specifications;

Commencement Date: the date of our acceptance of your order as notified to you under our account activation notice;

Contract: the agreement made between Crisp Digital and you the Client for the supply of Services incorporated under these terms and conditions;

Deliverables: all Documents, products, digital content and/or materials in any form, including computer programs, data, reports and specifications (developed by Crisp Digital or its agents or subcontractors) and delivered in relation to the Services;

Digital Marketing Services: The Services as further described at condition 9 below;

Document: includes, without limitation, in addition to any document in writing, any drawing, plan, diagram, design, picture or other image, proof, disk or other device or record embodying information in any form;

Due Date: the date at which payment is due as specified on the invoice;

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-¬up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know¬ how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

Pre¬-existing Materials: all Documents, information and materials provided by Crisp Digital relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications;

Quotation: The cost for services provided by Crisp Digital to the Client;

Quotation Form: The form detailing cost and specification of services provided by Crisp Digital to the Client;

Rate Card: A card available on request from Crisp Digital detailing the hourly rates charges for Services.

Renewal Date: the date at which the contract renews automatically unless terminated by either party;

Services: the services provided by Crisp Digital under the Contract as set out in the Quotation, together with any other services which Crisp Digital provides, or agrees to provide, to the Client;

User or Users: means any third party that access the website and is not either (i) employed by and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to and access the website in connection with the provision of such services.

Website: a set of related web pages located under a single domain name produced for the Client.

  1. Application of Conditions

    1. Subject to any variation under Conditions x or x the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any Client terms of business offered by or on behalf of the Client, or implied by law, trade custom, practice or course of dealing). The Client’s standard terms and conditions (if any) shall be deemed to be expressly rejected by Crisp Digital.
    2. We reserve the right to alter or amend our terms and conditions by giving you notice by email and displaying the notice on our website in the Terms and Conditions section.
    3. If you do not want to accept any new conditions you must inform us immediately by emailing us at accounts@crisp.digital otherwise you will be deemed to have accepted such new conditions.
    4. Your order for Services from us shall be deemed to be an offer by you to purchase the Services subject to these conditions.
    5. No order placed by you shall be deemed to be accepted by us until an Account Activation Notice is issued by us.
    6. You shall ensure that the terms of your Quotation Form are complete, accurate, and fit for purpose.
    7. Any date proposed either by you or us for the provision of the Services is to be treated as an estimate only and we accept no liability for any failure to meet it.

  2. Formation of the Contract

    1. Your acceptance of a Quotation for Services from us constitutes an offer from you to purchase the Services specified in the quotation form, subject to these Conditions.
    2. You will be deemed to have accepted a Quotation for Services on either; us receiving your signed Quotation, or similar express communication to Crisp Digital that you have accepted the Quotation.
    3. The Contract is deemed to commence on the earlier of:
      1. an Account Activation Notice issued and executed by Crisp Digital; or
      2. by Crisp Digital starting to provide the Services.
    4. Any Quotation is valid for a period of fourteen (14) days from its date, provided that Crisp Digital has not previously withdrawn it in writing.

  3. Commencement, Period and Renewal of the Services

    1. The Services shall be provided by Crisp Digital to the Client from the date agreed by the parties or if earlier the date referred to at condition 2.
    2. This Contract shall automatically renew on the relevant Renewal Date for successive periods equal to the billing period set out in the Quotation Form, or for such period as subsequently agreed by us in writing.
    3. If you do not want to renew your Contract please contact accounts AND your account manager to terminate your contract in line with these terms and conditions.

  4. Crisp Digital’s Obligations

    1. Crisp Digital shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Client, in accordance with the Quotation Form.
    2. Crisp Digital shall use reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only.
    3. Time shall not be of the essence for performance of the Services.

  5. Client’s Obligations

    1. You; the Client, shall:
      1. co-operate with Crisp Digital in all matters relating to the Services
      2. provide to Crisp Digital, in a timely manner, such Client Material and other information as Crisp Digital may reasonably require and ensure that such information is accurate in all material respects;
      3. ensure that all Client Material is owned by you, the Client, or, if not, ensure that the Client has permission from the legal owner to enable Crisp Digital to legitimately use the Client material in the provision of the Services;
      4. acknowledge that the late supply of Client Material may have an impact on Crisp Digital’s ability to deliver the Services. If Crisp Digital’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Crisp Digital shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay;
      5. agree that you will keep secure any login username and password given to you by Crisp Digital, and not to pass on that information to any unauthorised person. In the event of your login and password being used by any unauthorised person, we accept no responsibility, and you will be liable for any additional charges arising from this breach;
      6. acknowledge that it is your sole responsibility to make regular back-ups of your data and files used in connection with the Services. Crisp Digital or a third party may make independent periodic back-ups for server maintenance purposes however we hold no responsibility for backing up of any Client data or files.
    2. You agree that you will not:
      1. perform any action that will reduce performance of our servers to the detriment of other Users;
      2. upload any virus to the website which could infect our server or other equipment;
      3. allow a virus to enter the internet by allowing internet users to download files containing viruses or (knowingly or otherwise) from their web space which is on our server;
      4. upload any material which infringes upon the intellectual property rights of any other party. We accept no responsibility for your actions in either uploading material to the internet, to the website or in your transferral of any material to other websites.
      5. upload any material which may be considered to be contrary to public decency and morality including but not limited to pornographic, barbaric, and overtly tasteless material. We reserve the right to randomly inspect the website and in the event that any unauthorised material has been uploaded, we reserve the right to inform the relevant authorities and to terminate this Contract with immediate effect.
      6. cause or permit or in any way assist in any unauthorised publication or any dissemination of defamatory material or any material which could be considered to be in breach of the civil or criminal laws of England and Wales;
      7. commit any act whereby access is gained by you to any information or resources of any person, body corporate individual, partnership, government agency, national institution, charity or recognised organisation without first having obtained authority from those persons or institutions;
      8. use our servers or network to send unsolicited or spam e-mail to other internet users regardless of whether we are referred to or not either directly or indirectly in such postings. Failure to meet this obligation would result in the termination of this Contract without refund;
      9. use our servers or network either directly or indirectly in a way that would have a detrimental effect on network performance;
      10. do any act or omission that has or purports to have the effect of bringing us into disrepute or damaging our goodwill.

  6. Indemnity

    1. Without prejudice to any other rights or remedies which we may have against you, you agree to indemnify and keep us indemnified against:
    2. all costs, claims, demands, liabilities. Expenses, damages or losses arising out of or in connection with any breach by you of this Contract.
    3. all costs, charges or losses sustained or incurred by Crisp Digital arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Crisp Digital confirming such costs, charges and losses to the Client in writing.
    4. all losses, claims, costs or liabilities arising as a result of any action, claim or threatened claim (as applicable) that Crisp Digital’s use of the Client Material in accordance with the Contract constitutes an infringement of the intellectual property rights of a third party.
    5. all costs, claims. Demands, liabilities, expenses, damages or losses arising out of any action brought or threatened against us by a third party which is caused by or arises from any action or omission of ours carried out pursuant to your instructions.
    6. The Client shall not, without the prior written consent of Crisp Digital, at any time from the date of the Contract to the expiry of 6 (six) months after the last date of supply of the Services, solicit or entice away from Crisp Digital or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of Crisp Digital in the provision of the Services.
    7. Any consent given by Crisp Digital in accordance with condition 6.2 shall be subject to the Client paying to Crisp Digital a sum equivalent to 20% (twenty percent) of the then current annual remuneration of Crisp Digital’s employee, consultant or subcontractor or, if higher, twenty per cent (20%) of the annual remuneration to be paid by the Client to that employee, consultant or subcontractor.

  7. Charges and Payment

    1. In consideration of the provision of the Services by Crisp Digital, the Client shall pay the charges as set out in the Quotation Form.
    2. Unless otherwise stated in writing any price and daily rate contained in the Quotation excludes:
      1. VAT, which Crisp Digital shall add to its invoices at the appropriate rate;
      2. the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred in connection with the Services,
      3. and the cost of any materials or disbursements. Such expenses, materials or disbursements shall be invoiced to the Client at cost; and
      4. all additional work requested by the Client, which is requested following commencement of the Services and which is outside the scope of the Quotation Form (including any services necessarily procured in order to carry out the Services) shall be regarded as additional to the cost given in the Quotation Form and will be invoiced separately at the rates contained in the then current Crisp Digital Rate Card.
    3. All charges listed in Quotation Forms are estimates and are subject to final confirmation of technical specification.
    4. The parties agree that Crisp Digital may review and increase its standard hourly fee rates at any time, provided that such charges cannot be increased more than once in any 12 (twelve) month period.
    5. Crisp Digital will provide the Client with written notice of any such increase one (1) month before the proposed date of the increase.
    6. If such increase is not acceptable to the Client, it may, within two (2) weeks of such notice being received or deemed to have been received in accordance with this condition 7.6, terminate the Contract by giving written notice to Crisp Digital in accordance with these terms and conditions.
    7. Without prejudice to any other right or remedy that it may have, if the Client fails to pay Crisp Digital on the Due Date, Crisp Digital may:
      1. charge interest on such sum under the Late Payment of Commercial Debts (Interest) Act 1998; from the Due Date, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand; and
      2. suspend all Services until payment has been made in full.
      3. time for payment shall be of the essence of the Contract.
    8. All sums payable to Crisp Digital under the Contract shall become due immediately on its termination. This condition 7.8 is without prejudice to any right to claim for interest.
    9. Crisp Digital may, without prejudice to any other rights it may have, set off any liability of the Client to Crisp Digital against any liability of Crisp Digital to the Client.

      10. Website Design and Development Charges

    10. All invoices are payable on receipt of the invoice by the Client as payments dictate progression of the project at specific milestones.
    11. If invoices are not paid with immediate effect, Crisp Digital has the right to stop working on the project until payment is made.
    12. The Client shall be entitled to request up to two (2) amendments to the design work/artwork supplied for approval. Any amendments requested by the Client in addition to the two (2) permitted amendments will be deemed to be additional work and will be charged at Crisp Digital’s standard hourly fee rates.
    13. For the purposes of this condition 7 Crisp Digital’s liability for defects in the Deliverables shall be limited to the replacement of the Deliverables at no additional cost to the Client. Provided always that such defect is notified to Crisp Digital in accordance with this condition 7 and the Deliverables have been returned to Crisp Digital for inspection.
    14. Once the Client has approved the Deliverables all further work requested by the Client will be charged in accordance with the current Rate Card of Crisp Digital.
    15. Unless otherwise agreed in writing by Crisp Digital and subject to condition 7.15 (where applicable), fifty per cent (50%) of the total price for the Services must be paid to Crisp Digital prior to Crisp Digital commencing the Services and twenty five per cent (25%) of the total charges shall be paid by the Client to Crisp Digital at the first milestone and twenty five per cent (25%) of the total charges (without deduction or set¬-off) upon delivery following completion of the Services and prior to the website going live.
    16. The balance of Crisp Digital’s charges must be paid prior to the website going live. If any charges are not paid on or before the date for payment, Crisp Digital reserve the right to suspend the provision of the Services and Crisp Digital will not upload the website to the Client’s server or supply the website files to the Client for use on any third party hosting server until payment is resolved.
    17. Any other payment terms agreed between the Client and Crisp Digital must be confirmed in writing by Crisp Digital.

      18. Website Hosting and Maintenance Charges

    18. Payment for hosting and maintenance must be paid in advance unless agreed otherwise, in which case, the Client must set up a standing order or direct debit to pay Crisp Digital’s charges on a monthly basis.
    19. Crisp Digital reserves the right to deactivate the Client’s website where the hosting and/or maintenance fees are not paid on time.
    20. Crisp Digital may charge an administration fee for reactivating the Client’s website.

      21. Website Design and Development

    21. Where requested by the Client, Crisp Digital will design and build a website or develop the Client’s website based on the brief agreed between the Client and Crisp Digital.
    22. Payment for the Services shall be made in accordance with condition 7 above.
    23. Once Crisp Digital has been paid in full for its website design and development services, Crisp Digital will provide a version of the Client’s website to the Client for the Client’s review and approval.
    24. Incorporated within the design stage, the client will receive a flat design to review. The scope of revision work shall be limited to content, layout and colours.
    25. Incorporated within the development stage, the client will receive a link to a demo website and access to the back-end CMS of the website on request. The scope of revision work shall be limited to copy, content, image changes, any issues in functionality as a result of User acceptance testing, link changes, and addition/ removal of badges.
    26. If the Client believes that the design and/or development work does not conform to the description, then it shall notify Crisp Digital within seven (7) days of receiving the same.
    27. If no notification is received, then the work shall be deemed accepted and to conform to the description of the Services in every respect.
    28. On approval, Crisp Digital will have no liability for any errors or downtime due to changes being made to the website by the Client or any third parties.
    29. Clients will receive two rounds of revisions. Any further works required past the two rounds will be subject to further costs that must be approved by both parties.
    30. Crisp Digital reserves the right to refuse to handle any material that it considers to be offensive, illegal or controversial.
    31. Unless agreed otherwise, the Client agrees that Crisp Digital shall be free to use any ideas, concepts, know how or techniques used in the construction of the Client’s website for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products and any other items incorporating such information.

  8. Website Hosting and Maintenance Services

    1. Where requested by the Client, Crisp Digital will procure website hosting and maintenance services. Crisp Digital will use reasonable endeavours to provide a reliable and professional service.
    2. Payment for the Services shall be made in accordance with condition 7 above.
    3. Crisp Digital cannot guarantee that website hosting will be available to the Client at all times, especially in the event of a failure beyond Crisp Digital’s control.
    4. As Crisp Digital engage a third party for website hosting and maintenance, Crisp Digital will have no liability in respect of these services. Any issue or claim in relation to hosting should be made by the Client of the hosting company, details of which shall be provided to the Client by Crisp Digital.
    5. For the purpose of maintenance services, website hosting may have to be suspended for short periods of time. Crisp Digital will endeavour to notify the Client of any such periods in advance.

  9. Digital Marketing: Search Engine Optimisation (SEO) and Pay Per Click (PPC) Services

    1. Crisp Digital will use reasonable endeavours to improve the position of the Client’s search engine results, but do not guarantee any specific placement or higher placement on search engine results.
    2. Crisp Digital will have no liability for any changes in position of the Client’s Website on search engine results and the Client acknowledges that Crisp Digital has no control over the policies and algorithms of search engines with respect to the type of website and/or content that they accept or the way in which websites are ranked either now or in the future.
    3. Where Crisp Digital requests that the Client grants necessary permissions to the content management system or search engine accounts in order to allow Crisp Digital to provide the Services detailed in this condition 9 then the Client agrees to grant such permissions.
    4. Where the Client fails to do so it acknowledges that Crisp Digital will not be liable for failing to perform such Services.

  10. Intellectual Property Rights

    1. Save where agreed otherwise in writing (for example, where Crisp Digital agree to licence the design and code of a Website to the Client for an annual fee), all Intellectual Property Rights and all other rights in the Deliverables and the Pre¬-existing Materials (excluding any Client Material) shall be owned by Crisp Digital.
    2. All Content created for a Client’s website by Crisp Digital is the property of Crisp Digital, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of a Website, including such content uploaded by Users.
    3. You must not reproduce, modify, copy, distribute or use for commercial purposes any Content without the prior written permission of Crisp Digital.
    4. By continuing to use the Services you acknowledge that such Content is protected by copyright, trademarks, database rights and other Intellectual Property Rights.
    5. Subject to condition 10.9, Crisp Digital licenses all such rights referred to in condition 10.1 to the Client free of charge and on a nonexclusive, worldwide basis to such extent as is necessary to enable the Client to make use of the Website, the Deliverables and the Services.
    6. This licence is terminated with immediate effect as soon as any invoice becomes overdue.
    7. In the event that the Client wishes to use the Deliverables and/or any of the Intellectual Property Rights for purposes outside of the scope of the Contract, [as set out in the Quotation Form] prior to any such use the Client shall obtain the prior written agreement of Crisp Digital on commercial terms to be agreed.
    8. The Client grants Crisp Digital a licence to the Client Material in order to provide the Services.
    9. The Client acknowledges that where Crisp Digital does not own the Pre-¬existing Materials, the Client’s use of rights in Pre-¬existing Materials is conditional on Crisp Digital obtaining a written licence from the relevant licensor.
    10. The Client acknowledges that it is not the obligation of Crisp Digital to search for registered trademarks or to contact the Intellectual Property Office on behalf of the Client unless specifically requested by the Client, agreed by Crisp Digital within the contract and on receipt of an Account Activation Notice.

  11. Limitation of Liability

    1. condition sets out the entire financial liability of Crisp Digital (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of:
      1. any breach of these conditions;
      2. any use made by you of the Services, the Deliverables or any part of them;
      3. The content of any information placed by you onto our server
      4. The failure of or any problem experienced by you in the operation of your Website
      5. With regard to any application, receipt of, or failure to receive domain name registration, the registration, renewal, non-registration, non-renewal, suspension, transfer, failure to transfer, operation, delivery, mis-delivery or any and all combinations or for any errors or omissions or any other actions by the registry administrator arising out of or relating to any application, receipt of, or failure to receive a domain registration;
      6. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
    2. All warranties, conditions and other terms implied by statute or common law ( save for the conditions implied by S. 12 Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
    3. Nothing in these terms and conditions limits or excludes the liability of Crisp Digital:
      1. for death or personal injury resulting from negligence; or
      2. for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Crisp Digital.
    4. Subject to condition 11.2 and condition 11.3 Crisp Digital shall not be liable for:
      1. business losses such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill, or commercial opportunities; and
      2. loss of use, for example, including but not limited to the Client’s website being unavailable; or loss of corruption of data, database, or software or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
    5. Crisp Digital’s 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 the Contract shall be limited to an amount equal to the charges paid for the Services in the twelve months immediately preceding the event which gave rise to the claim.

  12. Data Protection

    1. The Client agrees to comply with its obligations as a data controller under the provisions of the Data Protection Act 1998.
    2. The Client acknowledges and agrees Crisp Digital will be a data processor for the purposes of the Data Protection Act 1998.

  13. Termination (General)

    1. Either party may terminate the Contract without liability to the other on giving the other no less than four (4) weeks written notice to the other party.
    2. Without prejudice to any other rights or remedies which the parties may have either party may terminate the Contract immediately upon written notice in the event that:
      1. the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 (fourteen) days of that party being notified in writing of the breach; or
      2. the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract.

  14. Termination by Us

    1. Crisp Digital reserve the right to terminate this Contract with immediate effect and without the requirement of prior notification in the event;
      1. you do not pay any charge when due;
      2. there is a material breach of this Contract in any other way;
      3. any sum payable under this Contract is still outstanding one month after the service of written notice to you requiring you to pay all outstanding sums in full, we may in our absolute discretion suspend the Services.
      4. you have still not paid within 14 days of the written notice referred to in condition 14.1.3 we may in our absolute discretion disconnect the Services, delete your data and terminate the contract and, if appropriate charge you a daily rate for storage of any of your equipment. Where any charges or payments are still outstanding from you, you must pay us in full (including any outstanding interest) before we release any equipment to you.
      5. we reasonably deem you a threat to the integrity of our business whether as a result of your actions or threats of such actions or due to any other reason which in our considered opinion would be against our business interest, then we reserve the right in our absolute discretion to terminate this contract immediately without the requirement for prior notification.
      6. you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
      7. you suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of your business.
      8. you go into liquidation or (in the case of an individual or firm become bankrupt) make a voluntary arrangement or an application is made to court, or an order is made, for a receiver or administrator to be appointed, or a floating charge holder over the assets of that other party, has become entitled to appoint or has appointed an administrative receiver;
    2. Crisp Digital may terminate the Contract on one month’s written notice if there is a change of “control” of the Client (as defined in section 574 of the Capital Allowances Act 2001).
    3. Upon termination of this Contract you shall remain liable for all charges due or which would have been payable under this Contract.
    4. On termination of this contract, we will remove all materials held on our systems and remove all your system privileges.
    5. Subject to our sole discretion after termination, if we agree that you may once again be reconnected to the Service, any reconnection will be subject to an administration charge together with any outstanding charges payable prior to the reconnection.

  15. Termination by you

    1. You can terminate this contract:
      1. At any time within the first 30 days of the commencement date and receive a full refund, less any domain name registration charges or charges for additional services not included in the Quotation Form. Crisp Digital reserves the right in these circumstances to also charge for work carried out up to this point.
      2. At any time after the first 30 days of the commencement date however unless notice is given in accordance with condition 17 and received prior to the next Renewal Date this Contract shall automatically renew for the next period and no refund will be payable to you. You will remain liable for all charges to the end of the contract period.
    2. You must notify us of termination by delivering to our contact address or email a completed Account Cancellation Notice which can be obtained from us on request.
    3. Your completed Account Cancellation Notice if sent by email should be sent to accounts@crisp.digital and your account manager as stated on your Quotation Form.

  16. On termination of the Contract for any reason:

    1. The Client shall immediately pay to Crisp Digital all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Crisp Digital may submit an invoice, which shall be payable immediately on receipt;
    2. The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
    3. On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect: condition 10; condition 11; condition 12; condition 13; and condition 21.8.

  17. Notice

    1. Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by email, prepaid first-class post, recorded delivery or by commercial courier to the other party or as otherwise specified by the relevant party by notice in writing to the other party.

  18. Confidentiality and Crisp Digital’s Property

    1. You shall keep in strict confidence all technical or commercial know¬ how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to you by Crisp Digital, its employees, agents, consultants or subcontractors and any other confidential information concerning Crisp Digital’s business or its products which the Client may obtain.
    2. The Client may disclose such information:
      1. to its employees, officers, representatives, advisers, agents or subcontractors (on a need-to-know basis) such information for the purposes of carrying out the Client’s obligations under the Contract; and
      2. as may be required by law, court order or any governmental or regulatory authority.
      3. The Client shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this condition.
      4. The Client shall not use any such information for any purpose other than to perform its obligations under the Contract.
      5. All materials, equipment and tools, drawings, specifications and data supplied by Crisp Digital to the Client (including Pre¬-existing Materials and Crisp Digital’s Equipment) shall, at all times remain the exclusive property of Crisp Digital, but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to Crisp Digital, and shall not be disposed of or used other than in accordance with Crisp Digital’s written instructions or authorisation.

  19. Force Majeure

    1. Crisp Digital shall have no liability to the Client for any breach of these terms and conditions or the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation):
    2. strikes, lockouts or other industrial disputes (whether involving the workforce of Crisp Digital or any other party), failure of a utility service or transport network, act of God, insurrection, war, riot, civil commotion, pandemic, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, lighting, explosion, subsidence, weather of exceptional severity, acts of omission or default of persons whom we are no responsible (including other telecommunication providers) suppliers or subcontractors.

  20. Waiver

    1. No failure, delay, act or omission by a party in exercising any right or remedy under these terms and conditions or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise.

  21. General

    1. These terms and conditions may change or be updated from time to time.
    2. It remains your responsibility to access and check these terms and conditions.
    3. Such revised terms will apply to the website from the date of publication.
    4. The latest terms and conditions will govern any future usage by you of this Website and the Services.
    5. The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
    6. If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part¬ provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
    7. If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
    8. No variation of the Contract or these terms and conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
    9. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

  22. Warranty

    1. Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).

  23. Assignment

    1. The Client shall not, without the prior written consent of Crisp Digital, assign any of its rights or obligations under these terms and conditions to any other person, business, or company.
    2. We may transfer or assign any of our rights under these terms and conditions and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent.

  24. Rights of Third Parties

    1. The contracts (Rights of Third Parties) act shall not apply to these terms and conditions.
    2. No third party who is not a party to the Contract will have any rights under, in connection with, or to enforce or rely on any provision of these terms and conditions.

  25. Jurisdiction

    1. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.
    2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract.