Terms of Service

Terms & Conditions

  1. Scope
    1. These terms and conditions of business (“the Terms”) shall apply to all agreements concluded between askcraft whose registered office is at askcrat, 34 Moor Lane, Rickmansworth, WD3 1LG (trading as and hereinafter called “askcraft”) and askcraft’s customers (hereinafter called “the Customer”). The Terms may only be derogated from by express written agreement between askcraft and the Customer.
    2. An agreement concerning the delivery of Services from askcraft to the Customer shall be legally binding only when an order has been accepted in writing between the Parties (hereinafter called “the Order”). This shall occur either when askcraft has notified the Customer of its acceptance of the Order or when askcrat has started to perform the Services having received the Order whichever happens first. The Order and any appendices to the Order may contain provisions supplementing or taking precedence over the present Terms of Business. Any subsequent amendments to the Order or Services added to or removed from the Order must be effected in writing and be accepted by both parties.
    3. Services involved in the execution of an Order in accordance with the present Terms may cover, but shall not be limited to, consultancy services in connection with IT support, and online strategies, web design and development and content creation (“the Services”).
  2. askcraft’s obligations and warranties
    1. askcraft warrants that it will perform the Services as stipulated in the Order using reasonable care and skill to conform with the Order specification.
    2. The warranty set out in clause 2.1 is the Customer’s exclusive warranty and to the fullest extent permitted by law replaces all other warranties, whether express or implied, including but not limited to the implied conditions of satisfactory quality and fitness for a particular purpose.
    3. askcraft shall be entitled to use other subcontractors to execute the Order provided always that askcraft shall remain liable to the Customer for the performance of the Services as if it had carried them out itself.
  3. Customer’s obligations and indemnities
    1. Where stipulated in an Order or as otherwise deemed necessary by the circumstances, the Customer shall provide all requisite assistance and technical information in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Customer shall have sole responsibility for ensuring the accuracy of all information provided to askcraft and warrants and undertakes that the Customer’s employees assisting in the execution of an Order have the necessary skills and authority.
    2. The Customer shall be obliged as quickly as possible and within the agreed deadline to comment on/approve materials, including (without limitation) copy, search terms, graphic material, submitted by askcraft. In addition, the Customer shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required.
    3. The Customer shall be obliged to inform askcraft immediately of changes of domain names, websites, technical setup and any other material information regarding the technical infrastructure which may affect the services delivered by askcraft.
    4. In the event that the Customer fails to undertake those acts or provide those materials required under this clause 3 within any agreed deadline (and at least within 3 months) askcraft shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Order whether or not askcraft has been able to deliver them.
    5. The Customer shall indemnify and keep askcraft indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by askcraft as a result of the performance of the services in accordance with the Order specification or the content of its web pages which result in claims or proceedings for infringement of any intellectual property rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.
    6. The Customer undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services including without limitation its obligations under the Data Protection Act 1998, the Regulation of Investigatory Powers Act 2000; Competition Act 1998 and the E-Commerce Directive and equivalent legislation and hereby agrees to indemnify and to keep askcraft indemnified in respect of any and all costs, claims or proceedings whatsoever brought against askcraft by any third party in connection with any breach of the same by the Customer.
  4. Prices
    1. Unless otherwise expressly stated, all prices shall be stated in British Pounds. askcraft is not currently required to be VAT registered and its services do not charge VAT. In the event that duties are introduced or changed after the conclusion of an Order or cooperation agreement, askcraft shall be entitled to adjust the agreed prices accordingly.
    2. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of intellectual property rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licences from third party owners and licensors.
    3. Unless otherwise expressly stated, all prices shall be exclusive of shipment, including (but without limitation) costs for printing, transport, postage, messenger service, sending of emails and text messages.
    4. For Orders that include the rendering of consultancy services, such as design and copywriting or project management, the price stated in the Order shall be a budgeted price estimate based on a qualified estimate of the number of man hours required. Consultancy services shall be invoiced in accordance with the actual number of man hours spent and on the basis of askcraft’s price list applicable from time to time. askcraft shall be obliged to update the estimate and budgets on an ongoing basis following, among other things, changes made to an Order. The budgeted price shall always cover one proof of the materials prepared.
    5. For Orders which include the rendering of marketing services that are dependent on Internet user traffic, clicks, registrations, purchases or the like, the price stated in the Order for a given period shall be based on budgeted/estimated consumption and shall not constitute payment for an obligation to deliver the marketing services in the entire period.
    6. If the price for a Service has not been agreed, the price charged shall be in accordance with askcraft’s price list applicable from time to time.
  5. Payment
    1. askcraft shall submit invoices in accordance with the Order but unless specified otherwise therein, askcraft shall be entitled to submit an invoice in connection with the conclusion of an Order (which for the avoidance of doubt means the date the contract is entered into). For consultancy services, askcraft shall be entitled to invoice up to 50 per cent of the budgeted price upon conclusion of the Order and subsequently every month according to Services consumed, on a pro rata basis or as agreed. For ongoing Services, askcraft shall be entitled to invoice monthly in advance or according to Services consumed, on a pro rata basis or as agreed.
    2. Invoices shall fall due for payment within 7 days of the invoice date. The invoice number shall be stated on all payments.
    3. In the event of overdue payment, interest shall accrue on the invoice amount at the statutory rate prescribed by the late payment of commercial debts (interest) at 1998 or at the rate of 2 per cent over the base rate of Barclays Bank Plc (whichever should be the higher). At askcraft’s discretion, a fee of £10 (to cover administrative expenses and not as a penalty) shall be charged per reminder submitted to the Customer. askcraft shall be entitled to submit such reminders on a weekly basis once the fees have become over due for payment. askcraft expressly reserves all rights at all times to bring any legal action it considers appropriate to recover any unpaid sums , the Customer shall be liable for all costs associated with collection efforts, including legal fees.
    4. Late payment shall be considered as constituting a material breach of the Order entitling askcraft (at its discretion) to cancel the Order or to affirm the Order and assert the usual remedies for breach.
    5. In the event that a Service cannot be delivered either in full or in part due to the Customer’s failure to assist or delay in assisting in the execution of the Order askcraft shall be entitled to charge to the Customer an amount, possibly estimated, corresponding to the amount that would have been due had the Service been rendered in accordance with the Order. askcraft shall be entitled to payment on the basis of askcraft’s price list applicable from time to time for any additional work required because of the Customer’s failure to assist or delay in assisting.
  6. Delays and non-conformities
    1. In the event that the Customer proves that a Service is delayed or non-conforming, askcraft shall be obliged to remedy or redeliver, at its own discretion, without undue delay. In the event that the Service continues to be non-conforming after reasonable attempts have been made to remedy the non-conformity, the Customer shall be entitled to cancel the Order in accordance with clause 11.3.1, provided that the non-conformity is material.
    2. Complaints concerning delays or non-conformities shall be submitted immediately after the time when the Customer became or should have become aware of the matter. If the Customer fails to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to the attention of askcraft within 48 hours the Customer shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or non-conformities.
    3. The Customer hereby acknowledges that certain Services rely upon third parties and where, for instance, askcraft is dependent upon placing an account with a third party service or infrastructure provider, the Customer hereby recognises that the placing of such an account will be governed by that third parties’ terms and conditions and askcraft cannot warrant that any such third party service will necessarily be made available to the Customer. The Customer further acknowledges that there may be delays in the placement of Customer accounts with third party service and infrastructure providers and askcraft’s only responsibility in this respect is to take reasonable care and skill in attempting to open such accounts with said third party service and infrastructure providers.
    4. Unless specified otherwise in the Order specification askcraft provides non-askcraft goods and services without warranties of any kind whether or not such third party goods or services had been introduced to the Customer or obtained for the Customer by askcraft. However, non-askcraft suppliers may provide their own warranties to the Customer and the Customer must satisfy itself whether or not such warranties (where given) are acceptable for the Customer’s business purposes or risk management policies.
    5. The Customer’s exclusive remedies for late delivery or non-conforming Services are as specified in this clause 6 and, if the remedies set out herein have been exhausted, Customer’s final remedy is limited to cancellation of the contract and askcraft’s sole liability is to refund any payments made subject to the limitations set out in clause 7 below.
  7. Liability
    1. askcraft shall have no liability to the Customer for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Customer by any third party.  
    2. Where a specific project does require terms for liability then a liability insurance based contract will be agreed before any works commence.
  8. Intellectual property rights
    1. Unless expressly stated otherwise in these Terms or in an Order specification, the Intellectual Property Rights (such definition to include any and all patents, patent applications, inventions (whether or not capable of protection or registration) know how, trade names, registered design, copyright, database rights or other similar intellectual property rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future))in all materials, including (but without limitation) software, advertisements, copy, search terms, pictures, graphics, databases, articles, reports, analyses prepared or used by askcraft as part of the execution of an Order shall vest in and be the property of askcraft or the relevant third party from whom askcraft has acquired a right of use with a view to executing the Order.
    2. If the Customer is able to validly document that it has Intellectual Property Rights of its own in such materials then askcraft shall not acquire any Intellectual Property Rights of its own in such materials save for such licences to use the same as may be necessary to perform the Services.
    3. The Intellectual Property Rights as mentioned in Clause 8.1 shall not be used, assigned, distributed, copied, forwarded to online or offline activities by the Customer without a separate, express written agreement.
    4. The Customer shall be responsible for ensuring that the contents of materials as mentioned in this clause 8 which the Customer has contributed or approved are not in contravention of legislation, decency, marketing rules or third-party rights, including that askcraft is entitled to use the materials to execute an Order.
    5. If askcraft makes software, scripts, services etc. available to the Customer as part of the execution of an Order, the Customer shall only acquire a non-exclusive temporary right of use under a limited personal non-transferable licence to use such material.
    6. askcraft shall not be held liable in the event that materials as mentioned in this Clause 8 which the Customer has contributed or approved are in contravention of legislation, decency, marketing rules or third-party rights. askcraft shall be entitled to reject and delete such material without incurring any liability. In addition,askcraft shall be entitled to cancel the Order.
    7. The Customer shall be obliged to indemnify askcraft for any loss, including costs incidental to legal or arbitration proceedings, suffered by askcraft as a result of materials which the Customer has contributed or approved being in contravention of legislation, decency, marketing rules or third-party rights. The parties shall be obliged to notify the other Party without undue delay of any claims raised against a Party as described in the present Clause.
    8. The Customer accepts that askcraft shall be entitled to use the Customer’s name, figure, logo etc. as a reference on askcraft’s website, other marketing materials or types of media. The Customer’s consent may be revoked, in full or in part, in writing at any time.
    9. The Customer further acknowledges that certain Services may involve the licensing of third party intellectual property and that the Customer may be required to enter into a licence directly with such third party and shall, in accordance with clause 4.2, be responsible for the costs.
  9. Confidentiality and personal data
    1. During the term of the Order and for a period ending 5 years from the date of its conclusion, askcraft shall be subject to the following provisos: to take the same care as askcraft uses with it’s own similarly designated information, to avoid, without the Customer’s consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) any of the Customer’s business or operational information which the Customer has designated as confidential.
    2. The obligation in Clause 9.1 will not apply to any information which is or becomes publicly available otherwise than through a breach of this agreement, is already or rightly comes into askcraft’s possession without an accompanying obligation of confidence, is independently developed by askcraft, or which askcraftl is required to disclose by law.
    3. During the term of the Order and for a period ending 5 years from termination thereof, the Customer will not disclose to any persons within its organisation that do not have a need to know, or to any third party, any information and non Customer materials provided by askcraft concerning the method or approach askcraft uses in performing the Services.
    4. In the event that askcraftl processes any personal data received from the Customer in connection with the execution of an Order, askcraft shall be regarded as data processor and the Customer as data controller. askcraft shall thus only process such personal data on behalf of the Customer, and askcraft shall not be entitled to use such data for its own purposes or in any other way than as instructed by the Customer.
    5. The Customer warrants that the required processing of personal data contributed by the Customer may take place in accordance with the Data Protection Act 1998, including that the consent of the registered person has been obtained, if required.
    6. askcraft shall be obliged to take the necessary technical and organisational precautions to protect the data from accidental or unlawful destruction, loss or deterioration and from disclosure to unauthorised persons, abuse or any treatment in contravention of the principles set out in the Data Protection Act 1998.
    7. After the execution of the Order and the final processing of the personal data in question, askcraft shall be obliged to return the data to the Customer or destroy them as instructed by the Customer. In all events, the data shall be deleted within five years of the execution of the Order.
    8. The Customer shall be obliged to indemnify askcraft for any loss, including costs incidental to legal proceedings, suffered by askcraft as a result of the processing of personal data which the Customer has contributed being in contravention of the Data Protection Act 1998 or marketing law. The Parties shall be obliged to notify the other Party without undue delay of any claims raised against a Party as described in the present Clause.
  10. Term, termination and assignment
    1. For ongoing Services, the Order concluded between askcraft and the Customer shall be renewed automatically after one year or another agreed term corresponding to the preceding term as set out in the Order.
    2. Each Party may terminate an Order by giving 30 days’ written notice.
    3. The Agreement may be terminated:
      1. Subject to exhaustion of the remedies available to Customer under clause 6,1, by either party forthwith on notice in the event of a material failure by the other to comply with the Terms of the Order which (if capable of remedy) has not been remedied within 30 days of a written request from the party not in default specifying the nature of the breach and requesting the same be remedied;
      2. If either party becomes or is insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986) or (except for the purposes of a genuine amalgamation or reconstruction) a petition is presented or meeting convened or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrator, or administrative receiver appointed over all or any part of its assets or the defaulting party ceases to carry on all or a substantial part of its business.
    4. askcraft shall, in addition to all other rights and remedies under these Terms be entitled to terminate this Order forthwith in the event that any of its charges for the Services are not paid in accordance with these Terms.
    5. Upon termination, regardless of the reason therefore, the parties shall be obliged to return all materials received without undue delay. If relevant, the Customer shall be obliged to remove codes, etc, from websites without undue delay. If the Customer fails to do so, askcraft shall be entitled to invoice for subsequent Services.
    6. Customer shall not be permitted to assign or transfer all or any part of its rights or obligations under the Order and these Terms without the prior written consent of askcraft.
    7. askcraft shall be entitled to assign or subcontract any of its rights or obligations under the Order and these Terms and the Customer acknowledges that certain elements of the Services will be provided by third parties.
  11. Force majeure
    1. Neither party shall be held liable for matters beyond their control which the parties should not have considered at the time of conclusion of the agreement, including but not limited to war, terrorism, riots, strike or lockout, fire, natural disasters, currency restrictions, import and export bans, disruptions of the power supply and disruptions of the Internet in respect of both the parties and its subcontractors.
    2. If a party believes that force majeure has occurred, such party shall immediately inform the other party of the start and end of the force majeure event.
    3. Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate an Order by written notice to the other party in the event that the performance of such Order is impeded for more than 6 months due to force majeure.
  12. Miscellaneous
    1. askcraft reserves the right to modify or discontinue, temporarily or permanently, the Services with or without notice to the Customer and askcraft shall not be liable to the Customer or any third party for any modification to or discontinuance of these Services save for the return of any prepaid sums in connection with the provision of the Services.
    2. askcraft shall be free to provide its Services to third parties whether during or following the provision of the Services to the Customer.
    3. During the term of the Order and for a period of 12 months thereafter, the Customer agrees not to employ or engage or offer to employ or engage anyone designated by askcraft to work on the Services.
    4. The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party’s right later to enforce or to exercise it.
    5. If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties hereto.
    6. Any valid alteration to or variation of these Terms must be in writing signed on behalf of each of the parties by duly authorised officers.
    7. Nothing in these Terms or any Order specification entered into and based hereon confers on any third party any benefits under the provisions of the Contract (the Rights of Third Parties) Act 1999.
  13. Entire Agreement
    1. The parties acknowledge and agree that these Terms (incorporating the Order and Order specification) supersede any prior agreement, understanding or arrangement between the parties, whether made orally or in writing and constitute the entire agreement between askcraft and the Customer relating to these Services. Therefore, except as expressly provided, all other conditions and warranties (implied, statutory or otherwise) are hereby excluded.
  14. Law and jurisdiction
    1. askcraft and the Customer shall be obliged to attempt to settle any disputes arising between them including disputes relating to the existence or validity of an Order through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.
    2. These Terms and this Order shall be governed by and construed in accordance with English law to the exclusion of all other laws and the parties hereby agree to submit to the exclusive jurisdiction of the English courts.