1. Introduction

This Contract is entered into between Win Media / We or Us (the ‘Contractor’) and You (‘the Client’/’Company’).  Win Media are incorporated under UK Win Media Ltd, company number 08982838 of trading address Grandstation, Sun Street, Wolverhampton WV10 0BF. You have instructed Us to provide the specified services as described in the Scope of Works set out above. 

2. Scope of Works
3. We will provide the Scope of Works to You according to a timescale agreed in writing between the parties and using reasonable care and skill in our work and dealings with You. You will provide Us with all reasonable assistance in this respect.
4. You will nominate an Appointed Contact with delegated authority to instruct Win Media and work with Us to supply the required objectives.
5. The Scope of Works will be agreed by the Appointed Contacts who will confirm a monthly Project Proposal and detail individual expectations & responsibilities for both parties.
6. Any amendments to the Scope of Works or any additional services required by You will be incorporated in the ‘Additional Requirements’ section of the Scope of Works and agreed by You and Us. Any changes made to the original contract must be clearly specified and signed by both You and Us together to reflect the changes.
7. The Scope of Works will be revised / confirmed subject to changes within the strategy and as the campaign evolves; all changes will be documented and agreed in writing.

3. Payment

3.1 Charges for Web Design / Artwork

1. In consideration of the Scope of Works, You agree to pay Us the specified amount in accordance with the prices quoted in the Scope of Works or as agreed in any subsequent quotation.
2. The first invoice will be for a 50% deposit of the total amount which will be issued on return of the completed contract. The remaining payment terms will then be agreed in writing by both parties.
3. Payment “due date” is within 14 working days of invoice date.
4. Any updates post completion of the project or ‘additional works’ outside of the agreed Scope of Works will be charged at £50.00 per hour respectively, all ‘additional works’ will need to be scheduled in. If You require the ‘additional works’ to be completed urgently, this will be charged at £100.00 per hour. Urgent work includes any work required to be commenced up to and including before a full working week has passed from the day of briefing.
5. Third party designs including website themes, stock photos, videos or other artwork are to be held in agreement with the Third Party platform and separate from this contract. Win Media will not be held liable for any artwork sourced or supplied by the Client for use in Web Design or Marketing activites. Charges for additional artwork files including themes will be made clear to the Client upon recipt of this contract and will be factored into final costings of the website, unless otherwise agreed. 

3.2 Charges for Online Marketing / Development Packages

Where the Scope of Works includes an Online Marketing service the following provisions will apply:

1. Payments must be paid on the 1st working day of every month via either direct debit or BACS. A payment of 1 month Marketing costs will be required in advance.
2. Failure to receive payment will result in work being stopped until full payment is received. Win Media will not be held liable for loss of revenue, results or budget over this time.
3. All marketing packages are based on a rate of £50.00 per hour, once the allocated time per package allowance (as per the Project Proposal) is exceeded, outstanding work will be deferred to the following month. Appointed contacts will be notified once they reach their package allowance if required.
4. All ‘additional works’ outside of the agreed ‘Scope of Works’ will be charged at a rate of £100.00 per hour respectively.
5. Advertising Budget payments may be made directly to the advertising site, based on agreed monthly spend with Win Media.
6. Win Media does not accept responsibility for ensuring budget payments are made on time, management payments continue throughout the contract period.
7. Win Media cannot accept liability for loss of budget through Client error.
8. Win Media holds no responsibility for changes in paid advertising platform policy, bidding systems or any action out of our control in regards to advertising platforms.
9. i) If additional costs are incurred throughout the marketing process, Win Media will make the Client aware of these costings, in writing prior to action. The Client accepts that additional costs may be incurred due to the nature of online marketing and will accept full responsibility for additional costs, once agreed in writing.

3.3 Where the Scope of Works includes a Development Package, the following provisions will apply:

1. Payments must be paid on the 1st day of every month via either direct debit or BACS. A payment of 1 month development costs will be required in advance.
2. Failure to receive payment will result in work being stopped until full payment is received. Win Media will not be held liable for loss of revenue, results or budget over this time.
3. All development packages are based on a rate of £50.00 per hour, once the allocated time per package allowance (as per the Project Proposal) is exceeded, outstanding work will be deferred to the following month. Appointed contacts will be notified once they reach their package allowance if required.
4. All ‘additional works’ outside of the agreed ‘Scope of Works’ will be charged at a rate of £100.00 per hour respectively.
5. Win Media cannot accept liability for loss of budget through Client error.

4. Payment Terms
5. VAT: All sums payable are quoted exclusive of VAT (and any other taxes and duties).
6. Late payment: If You fail to make any payment by the due date then You will be notifed of the late payment and charged a daily interest rate of £30 there after. All work will cease and any artwork will not be released until full payment is received. All completed or on going work remains the property of Win Media until full payment is made.
7. Quotes: Figures quoted in the budget are dependent on the specified ‘Start Date’ being adhered to. If schedules alter, We reserve the right to revise the budget.
8. Payment Plan: Where the Client chooses to pay the total cost of the Scope of Works in multiple payments, We reserve the right to include a 10% administration & management fee to the total cost.

5. Intellectual Property “IP” Rights
6. You will only be entitled to use and access our work created pursuant to the Scope of Works and this Contract subject to the conditions contained in these Terms of Business. This contract will not, nor shall it otherwise be implied that You (the Client) have any rights to our work, or other intellectual property rights, owned or licensed by Us other than those set out in this Contract.
7. If You wish to use or access any of our work in a manner not specifically permitted in this Contract, You must ask our permission and We shall negotiate licence terms to accommodate this at market value. In particular, the data compiled by Us and our access codes to any pay per click campaigns are our property and will not be transferred to You unless We agree otherwise.
8. Where Win Media or the Client have commissioned any Third Parties to work for You, We shall liaise with You and the relevant Third Party as appropriate to procure any necessary licence of rights in their work, subject to You paying the costs of this. All of which must be agreed in writing with all parties.
9. You must notify Us immediately if You become aware of any infringement of our or our licensors’ intellectual property rights at any time.
10. Where You have provided Us with materials, it shall be Your sole responsibility to ensure that We may use them as directed by You without infringing any rights, laws or regulations.
11. You may not use, copy or reproduce our name, trademark, corporate image and getup, copyright work or other proprietary materials other than as expressly authorised by Us in writing.
12. When a website under a Third Party system is being created, Win Media is acting on behalf of the Client as an agent to set up the website on the Third Party platform. IP rights are granted to the Client upon set up of the account on the Third Parties’ platform. Win Media hold no liability or IP rights to the website throughout the website build and upon completion.
13. When a website of a bespoke design or build is required by the Scope of Works, Win Media hold full IP rights to the website until the final payment from the project is completed. Win Media retain the rights to all artwork files, however these may be requested from the Client at a charge separate to this agreement, which will then be agreed in writing.
14. When a marketing or digital package is in effect, Win Media retain the IP rights to all advertising platform accounts. Any on-site work including SEO or Optimisation, once payment is completed pass to the Client. Full account ownership of any Adwords, Mailchimp or other advertising accounts may be requested from the Client at a charge separate to this agreement.
15. When design work is being completed by Win Media for the Client, Win Media retains full IP rights of the artwork files. All designs will be passed to the Client for use in the scope of works project campaign only. Full IP rights to artwork files may be requested from the Client at a charge separate to this agreement.

6. Warranties, Indemnities and Liability
7. Online Marketing: Nothing in this agreement shall imply any warranty or representation in regard to optimisation results. We work on a best endeavours basis and the dynamic nature of the internet means that We can give no guarantees or take on any specific liability in relation to rankings, search results, internet visibility, revenue improvements, optimisation, drop in online visibility or loss of revenue.
8. We warrant that to the best of our knowledge and belief our work will be original to Us or our licensors and that it’s use by You as permitted by this Contract will not infringe the rights of Third Parties. Except where We have breached this warranty, You accept full responsibility and indemnify Us for the use, publication and broadcast of all work and software produced or provided in connection with this Contract.
9. You acknowledge that our obligations and liabilities in respect of our work and any software utilised are exhaustively defined in this Contract. You agree that the express obligations and warranties given by Us in this Contract are in lieu of and to the exclusion of any warranty, condition, term, undertaking or representation of any kind as to the conditions, quality, performance, merchantability or fitness for purpose our work and software.
10. Where We have agreed to archive or store any materials on Your behalf, We do so for Your convenience only and shall not be liable for any loss, theft or damage to such materials.
11. We shall not be liable for any loss of profit or any special, indirect or consequential loss or damage or other claims which arise in relation to this Contract and our entire liability to You pursuant to or in this connection shall be limited to the amount of the value of the fees paid by You to Us over the 3 months preceding any such claim. 
12. Upon completion of a website project, all warranties and liability is held with the Client and the Third Party provider, unless otherwise stated in the Scope of Works in this contract. Win Media will not be held liable for the performance of the website nor will Win Media accept liability for website shortcomings. The Client accepts that upon confirming completion of the website, all liability is passed to the contractual obligations between the Client and the Third Party website providers. 
13. Win Media reserve the right to refuse on-going work or updates post completion of the Scope of Works. Website updates may be completed as part of a monthly management package or online marketing package if specified in the Scope of Works in the contract or agreed in a new contract.

7. Copyright & Permissions
8. The copyright to the completed bespoke web designs and site content will be passed to the Client upon final payment if requested and by prior written agreement between Win Media and the Client upon completion. Without agreement, ownership of designs and all code remain with Win Media. These terms of use grant a non-exclusive limited license so that the Client can use the design on one website on one domain only. The Client is not permitted to use a design for more than one website without prior written agreement between the Client and Win Media.
9. You agree that resale or distribution of the completed files is forbidden unless prior written agreement is made between You and Win Media. You agree to abide by the terms of any Third Party software or media included within any work done for the Client. Examples of this include, but are not limited to, Shopify, Wix, Squarespace, WordPress, Googlemaps, Media under the Creative Commons license, RSS feeds, Open Source GPL Software etc. 
10. You agree that We may include development credits and links within any code Win Media designs, builds or amends. If We design, craft or assist in creation of a website for You, You agree that Win Media may include a development credit and link displayed on the Client’s website. You consent to Win Media including any work completed for the Client in a portfolio of work.
11. Upon receiving full copyright and permissions the Client will continue to indemnify, save and hold Win Media harmless from any legal action brought by a Third Party for any liabilities, costs, losses and claims brought against Win Media that may arise directly or indirectly from any service  or product provided by the Client or its Third Parties’.
12. Win Media holds all commercial ownership and copyright of any Marketing Campaigns set up for the Client on any external platform, software or media. The Client is comissioning Win Media to work as an agent for the Client’s website.
13. Any design work completed by Win Media will be retained as Win Media’s commrcial property until full payment has been completed as per the Scope of Works as this contract. Once payment is received in full, Win Media will release all commercial ownership to the Client.

8. Confidential Information
9. The Client and Win Media both agree to respect, not share and keep each other’s confidential information while working together and after the contract period and shall not disclose it without prior written permission.
10. Both the Client and Win Media agree to ensure that our respective personnel know about these confidentiality obligations and abide by them.
11. This clause shall not prevent:
12. The disclosure of information that was already known to the other party;
13. Disclosures required by law; or

III. The disclosure of any information that has become public otherwise than through unauthorised disclosure.

1. Notwithstanding this clause, You agree that Win Media shall be entitled to publicise the fact that You are our Client in the promotion of our business.
2. When a Third Party software is in use for the creation of the website, or a current website is being updated, the Client will provide a full list of users who hold admin access for the site.
3. Win Media will hold all logins for the use of Reporting, Advert’s and Analysis. Access to these platforms may be requested by the Client on a view-only basis whilst work is on-going. Consent for access must be given in writing.
4. Upon completion of the scope of works, all Client logins and confidential information will be destroyed. It is strongly suggested that the Client updates all logins for the software upon completion or termination. This is the responsibilty of the Client only.

9. Restrictions
10. The Client and Win Media undertake to each other that neither of Us shall for the period of 12 months after ceasing to work with each other, entice, solicit or engage any person who was an employee or consultant or otherwise engaged by each other in connection with the proposal unless agreed by both parties. Whilst You consider this restriction to be reasonable, We both agree that if a court of competent jurisdiction considers that such restriction is invalid but would have been valid if either the period or its scope thereof were reduced then such restriction shall continue to apply but with such restriction or restrictions necessary to enable its’ validity.
11. During setup of the website, on any Third Party software or other solutions, the Client agrees not to edit, update or remove content without prior approval of Win Media. Consultation of all website updates must be made clear to Win Media in writing prior to action.
12. Post completion of the website project, Win Media may not update or remove content from the website without written consent from the Client prior to action.
13. If the Client already has an advertising account before set up, including but not limited to Adwords, Facebook Adverts and Instagram Adverts and have given Us access to said accounst, the Client agrees not to alter or update work completed on the said accounts without prior written approval of Win Media.

10. Termination
11. Where a website set up is included within the scope of works, when the “Initial Term” has ended, this contract ceases. Post completion of a website project, Win Media will not be held liable for on-going work or development of the website. All commercial licences are passed to the Client. Additional work can be completed on the website by Win Media this will include a new scope of works and contract. If the Client decides to terminate the website project during the project, the Client will inform Us of this decision in writing immediately. The full outstanding cost of the website will be required to be paid in full upon receipt of the termination notice.
12. Where an on-going website development package is included in the scope of works, this contract automatically renews each month for a further month until either the Scope of Works are changed or Termination by either party as per clauses 10.d. or 10.e. below.
13. For online marketing packages, when the “Initial Term” has ended, this Contract automatically renews each month for a further month until either the Scope of Works are changed or Termination by either party as per clauses 10.c. or 10.d. below.
14. Win Media reserve the right to terminate this contract in written notice to You, with immediate effect following the occurrence of one or more of the following events:
15. If You fail to pay any sum due to Us within 14 working days of the “Due Date” as defined in clause 3.1.c.
16. If You have a receiver appointed over all or a substantial part of Your assets, or are the subject of any petition for winding up or issues any notice in connection with the passing of any resolution by Your shareholders for Your winding up or You are otherwise the subject of proceedings for bankruptcy or You enter into a voluntary arrangement or You are otherwise unable to pay Your debts as they fall due, or You otherwise cease trading.

III. Unsolicited abuse or agression to any member of staff or Third Party working on behalf of Win Media by the Client.

1. Either the Client or Win Media can by written notice to the other party terminate this agreement with

immediate effect following the occurrence of one or more of the following events:

1. If the other party has committed any breach of any material term of these terms of business and (if 

the breach is capable of remedy) has failed to remedy such breach within twenty-eight [28] days of 

receipt of written notice specifying the breach and requiring remedy stated in writing and agreed upon

completion.

1. In addition to the above, once the “Initial Term”, aside from when a website completion or set up has been included in the scope of works, has ended either party may terminate this agreement by giving the other party 1 full calendar month’s written notice of Termination from the end of the current working month.
2. On receipt of Termination notice, the Client and Win Media will create an agreed plan in writing to complete our work within the 1 month notice period and provide the Client with a handover. All monies due to the end of the Termination period are to be paid in full at time of termination. No intellectual property rights for marketing material or design work will be licensed or assigned to You upon Termination, unless otherwise agreed in writing.
3. Termination shall not affect any accrued right or liability arising hereunder and shall be without prejudice to any other rights or remedies to the Client or Win Media.
4. The confidentiality obligations and copyright obligations contained in these terms and conditions shall survive termination.
5. Contract termination will not be effective until all outstanding invoices are paid including for the avoidance of debt, all invoices relating to the Termination period. 
6. If the Client seeks to terminate this contract during a 3rd party website setup, all payments will stand and be required to be paid in full within 1 calendar month. 

11. Problems beyond our control

Should the Client or Win Media be affected by any circumstances beyond our reasonable control (including but without limitation to any act of God, war or military action, terrorism, sanction, strike, fire, natural disaster (“Force Majeure”) it shall forthwith notify the other party of the nature and extent of the circumstance. Nor the Client or Win Media shall be liable to the other for delay in performance, or non-performance of any of its obligations under this Contract when due to any Force Majeure of which it has notified the other and the time for performance of that obligation shall be extended accordingly in writing.

12. Dispute Resolution

Unless both parties agree otherwise, no litigation (except for any simple debt action) in respect of any dispute between Us shall proceed unless and until We have used our best endeavours amicably to settle the dispute through nonbinding confidential mediation. Mediation shall take place in England with a Mediator appointed by the Centre for Dispute Resolution and the costs of any such mediation process shall be shared equally between both parties.

13. Content
14. All content must be provided by You or an approved Third Party.
15. Win Media take no responsibility for the content supplied by You or a Third Party working on the clients’ behalf.
16. Any content generated by Win Media will be chargeable at the rate of £50.00 per hour + VAT.  All content will require sign off by the Client prior to sending live or printing.
17. Full content creation is available and will be quoted separately within the scope of works.
18. All content will remain the responsibility of the ‘Client’. Win Media accepts no liability for the content or supporting artwork throughout the website build and upon completion of the scope of works or termination of this contract.

14. General
15. No information in this Contract shall be deemed to constitute a partnership between the Client and Win Media. Neither the Client or Win Media shall do or allow to be done anything whereby it may be represented as the other’s partner.
16. Neither shall the Client or Win Media assign the benefit or burden of this Contract without the other’s prior written consent (not to be unreasonably withheld).
17. Where We deal with any Third Party in relation to the proposal, Win Media will do so as principal and not as Your agent. This covers soley works overviewed the Scope of Works. Upon completion of a scope of works, including termination, any contractual obilgations between the Client and Third Parties used in the set up or on going works will stand.
18. If at any time any provision of this Contract is or becomes illegal, invalid or unenforceable in any respect, it shall not affect the legality or validity or enforceability of any other provision.
19. No forbearance, delay or indulgence by either party in enforcing the provisions of this Contract shall prejudice or restrict our rights, nor shall any waiver of rights operate as a waiver of any subsequent breach of this Contract.
20. This Contract may only be varied by written agreement between both parties.
21. This Contract shall be governed by and construed in accordance with English law and both Win Media and the Client agree to submit to the jurisdiction of the English Courts.
22. Win Media do not act as a tutor for softwares included in the website setup, marketing work or any other solutions outlined in the Scope of Works. Full tutoring of how to use related Third Party softwares bespoke to Your scope of works can be found online through Third Party softwares websites or upon consultation with Win Media.
23. When a Third Party solution is included or necessary for completion of the scope of works, the Client agrees to all said Third Parties terms and conditions, this includes but are not limited to; Shopify, Wix, Squarespace, Google Services, Mailchimp, Hootsuite. These terms and conditions are available upon request from either Win Media or directly from the Third Party provider. The Client agrees to allow Win Media to act on their behalf in setting up any solution for the Client. Win Media accepts no liabilty or responsibility for any breach in Third Party contracts by the Client.

15. GDPR (General Data Protection Regulation) & Data Processing
16. When customer or Client data is in use, Win Media LTD will utilise data only under strict guidelines of GDPR data processing procedures.
17. When engaging with a Third Party to deal with personal data on Your behalf, Win Media are acting under Your overall instruction and control, as a data controller for You, the data processor. Win Media accept no liability for misuse of customer data supplied by the Client. When supplying data to Win Media, You guarantee that this data is not in breach of GDPR standards. The Client must indemnify Win Media for any breach in customer data or misuse of personal information.
18. When supplying Win Media with customer data, Win Media will only process the data to the specified instructions for said data, in relation to the ‘Scope of Works’. Win Media will only act as a data controller for the Client upon agreed written instructions from the Client, the data processor. 
19. Confidentiality obligations are in place for all employees for both Win Media and the Client when handling data. Both Win Media and the Client guarantee to ensure that all employees will handle data with extreme care and only for use in specified campaigns.
20. Personal customer data must be secured only on private documents and not be available publically.
21. All transfers of data containing customer information, must be agreed in writing prior to the transfer.
22. The processor must assist the data controller in meeting its’ GDPR obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments.
23. The controller must delete or return all personal data to the processor as requested at the end of the contract.
24. Nothing within this contract relieves the processor or controller of their own direct responsibilities and liabilities under the GDPR and reflect any indemnity that has been agreed.
25. Win Media, data controller, may not use a sub-controller without prior written consent of the Client.
26. Both the Client & Win Media agree to co-operate with supervisory authorities (including but limited to the ICO) in the event of an investigation to a data breach to; to ensure the security of its processing; to keep records of processing activities; to notify any personal data breaches to the data processor; to employ a data protection officer.