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Annual Support Services
Terms & Conditions

The legal stuff

1. Appointment of ivantage Limited and the proposal

This agreement (“agreement”) confirms the appointment of ivantage Limited (“us/we”) as a support provider to (“you/your”) to deliver the agreed services (“services”) detailed in the ivantage proposal (“proposal”). You acknowledge that you buy as a business and not as a consumer and that you are satisfied that the services detailed in the proposal are suitable and satisfactory for your requirements.

2. Commencement and duration of agreement

This agreement will commence on the date of your authorised representative’s signature or payment is received and last until the services detailed in the proposal are delivered or in the case of support services, until terminated.

3. Termination of agreement

This agreement can be terminated at any time by either you or us by communicating 90 days’ written notice. Termination will take effect 90 days from the date services have been already paid for.

4. Accurate information and co-operation

You undertake at all times to assist us in the performance of our duties and to provide to us such timely and accurate information as we may reasonably require in delivering the services.

5. Approvals, postponement and cancellation

After we have obtained general approval to provide the services in this proposal we will mutually agree dates and times to provide the services.

We will make reasonable endeavours to comply with any requests from you to postpone or cancel the services, insofar as this is possible within the terms of our contractual obligations to third party suppliers.

We will implement postponements or cancellations only on the understanding that you will be responsible for any cost, expenses or disbursements incurred on your behalf prior to, or as a result of, the postponement and which cannot be recovered by us.

6. Expenses

Expenses such as travel, tolls, parking, accommodation and subsistence costs likely to be in incurred by us in providing the services are detailed in this proposal as fixed budget expenses.

Additional and, as yet unplanned travel expenses to attend meetings, reviews or training at your, our or any other third-party venue outside of London Fare Zones 1-6 will be charged by road at £0.45 per mile; by rail at cost of First Class fare or equivalent, by air at the cost of Business class or equivalent fare. Travel in-side London Fare Zones 1-6 is not charged.

Subsistence costs are charged at £7.00, £10.00 and £35.00 for breakfast, lunch and dinner when travelling to your, our or any other third-party venue to perform the services or at your request to attend meetings, reviews or training.

Accommodation and other expenses are charged at cost.

7. Payment Terms

Payments due to us are payable by electronic transfer of funds after submission of a correct invoice which will clearly state the payment terms in-line with the payment plan detailed in this proposal. You acknowledge that we shall finance our own operations but not disbursements incurred on your behalf to third parties and it is essential that you pay us in good time.

We reserve the right to charge you interest in respect of the late payment of any money due under this agreement (both before and after judgment) at the rate of 15 per cent above the base rate from time to time of the Bank of England from the due date until receipt of payment.

8. Additional work and approval

Additional fees to those detailed in this proposal will be payable in respect to any separate work commissioned by you and carried out by us. Any such separate work shall be outlined to you in advance and shall contain details of the separate service fees and, if accepted by you, will be governed by the same terms of this agreement. Upon acceptance, we will invoice you for the separate service fees and payments due to us are payable by electronic transfer of funds 30 days after submission of a correct invoice.

9. Fees, disbursements and third-party suppliers

The fees for your services may also include or separately identify disbursements made to third parties for technology or advertising services incurred on your behalf.

10. Incorporation of third party terms

You acknowledge that your services may include the use of technology or advertising services provided by third-parties such as search engines, media companies and software companies and that such third-party terms shall now be obligations to both of us and the third party.

11. Service response times

Support is provided Monday to Friday 9am to 6pm via email or telephone and incidents or requests will be responded to within 8 hours. Urgent support and support outside of core hours can obtained by calling or texting +44 (0) 778 6930032.

Requests and incidents will be dealt with as soon as possible and scheduled to accommodate your requirements.

12. Service interruptions

We shall use all reasonable endeavours to ensure no interruption of third party services such as advertising or software but you acknowledge that we are not liable for any interruption of a third party service.

We shall use all reasonable endeavours to keep you informed but you acknowledge that we are not liable for changes in the pricing or other policies of third parties or changes in third party business practices or methodologies.

13. Service interruption prevention and security

During the time Google Tag Manager is supported by us no edit or publishing access will be provided to any party. Tasks requiring edit or publish access may be requested via support. Third parties needing to make significant or complex changes will be granted edit rights to carry out work and publishing will be carried out by us, subject to successful review of the work.

During the time Google AdWords in under management by us, no administrative access will be provided to any party.

During the time Google Analytics is supported by us no edit access or manage users access will be provided to any party. Tasks requiring edit access maybe requested via support. User additions and removals may be requested via support at any time.

14. Confidentiality

The parties are aware that from time to time they will each have access to and be entrusted with confidential information meaning all information about your business and ours, without limit.

The parties hereby undertake for themselves and every employee or sub-contractor whose services they may use both during and after termination of this contract that they will not divulge to any person whatever or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of) any confidential information.

Both we and you hereby undertake to the other to make all relevant employees agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by those people with these provisions.

15. Copyright

All copyright and intellectual property rights vested as a result of delivery of our services to you become your copyright and intellectual property, subject to the agreed financial compensation having been made and in accordance with the termination and cancellation terms of this agreement and proposal.

Our training slides, videos, content and blog posts and all other materials remain our copyright and intellectual property with all rights reserved and may not be copied, translated or modified. Our training slides, videos, content and blog posts and all other materials must not be used for internal or external training without our explicit written consent. Our training tutors when training must not be photographed or recorded without our explicit written consent.

16. Liability

We shall not be liable for any loss, cost or expense or for any special or indirect or consequential damages arising from negligence, misconduct in delivering the services. Out total liability to you arising directly or indirectly from the delivery of the services regardless of the form of action giving rise to such liability (whether in contract, tort, or otherwise) shall not exceed the amount actually paid by you for the services.

17. Force majeure

You agree that neither you nor we shall be liable for any breach of its obligations resulting from causes beyond our or your reasonable control.

Each of us agrees to give notice immediately to the other upon becoming aware of an event of force majeure such notice to contain details of the circumstances giving rise to it.

If a default due to force majeure shall continue for more than 6 weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of force majeure.

18. Dispute Resolution

In the event of a dispute arising out of or in connection with this agreement and which has not been resolved following discussions and negotiations between a person or persons appointed or authorised by you and us then we undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

19. Waiver

The failure by you or us to enforce at any time or for any period any one or more of the terms or conditions of this contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.

20. Jurisdiction

This agreement shall be construed according to the Laws of England.

Digital Enlightenment

Digital Enlightenment

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