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1. Interpretation
1.1. In these Terms and Conditions the following definitions apply:
“Blue Monkee” means Blue Monkee or any of its subsidiaries or Partners providing Blue Monkee related products and services;
“Partner” means an authorised partner of Blue Monkee who provides web solutions that include the Blue Monkee CMS software, bound by a Partner agreement;
“Customer” means the individual or company to whom the invoice is addressed;
“Client” means the individual or company to whom the invoice is addressed;
“Business Day” means any day which is not a Saturday, Sunday or a bank or public holiday in the United Kingdom;
“Subscription” means the monthly charge specified in the purchase order for the ongoing provision of the software, support, marketing or SEO services;
“Service” means the goods or services specified in the Proposal;
“Software” means the software that is used to provide the Service;
“Blue Monkee CMS” means the website “Content Management System” owned by Blue Monkee or in the case of Open Source software utilised under license.
“Web Hosting” means the provision of a web service that responds to a browser’s request for web content with the content requested. It also includes the provision of any file hosting service accessible through FTP. It does not include other services such as domain management, email hosting and Internet connectivity to/from the Customer’s premises;
“First Line Support” means initial analysis and fault logging;
“Confidential Information” for each party the terms of this Agreement and all information and/or data belonging to or relating to that party, its associates, its or their businesses, activities, affairs, products, services, suppliers, customers or prospective customers disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by that party, its representatives or advisers, to the other party, its representatives or advisers whether before, on or after the date of this Agreement;
“Proposal” means the order form completed and signed by the Customer;
“Purchase Price” means the price for Software and Service as detailed in the Proposal;
1.2. In these Terms & Conditions (except where the context otherwise requires):
1.2.1.the clause headings are included for convenience only and shall not affect the interpretation of these Terms & Conditions;
1.2.2.use of the singular includes the plural and visa versa;
1.2.3.use of any gender includes the other genders;
1.2.4.any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations, and trusts (in each whether or not having separate legal personality);
1.2.5.any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to:
a)such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
b)any former legislation which re-enacts, consolidates or enacts in rewritten form.
1.2.6. any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Force Majeure
Neither Blue Monkee nor the Customer shall be under any liability for any delay or the failure to perform any or part of its obligations under this agreement if such delay or failure shall be due to, including but without limitation, war, riot, storm, fire, earthquake, explosion, flood, electrical failure, non-availability of spares or parts, act of God, strikes, lock outs, labour disturbances, statute, order or any regulation of any Government, public or local Authority, delays or defaults of suppliers and sub-contractors, together the “Events” and, without prejudice to the generality of the foregoing, any other causes beyond the reasonable control of the relevant party.
3. Law
This agreement shall be governed and construed in all respects in accordance with the Law of Northern Ireland and shall be subject to the exclusive jurisdiction of an Northern Ireland Court of Law.
4. Severability
4.1.If any term or provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or in conflict with the law, the validity or enforceability of the remainder of this agreement shall not be affected thereby.
4.2.If any provision of this Agreement is found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.
5. Waiver
No failure or delay by either party in exercising, wholly or partially, any of its rights with regard to any breach or default of this agreement by the other party shall constitute a waiver of such rights and no waiver of any such breach or default shall be deemed to constitute a waiver of any other rights or any subsequent or continuing breach of default.
6. Assignment
The Customer may not sub-licence, assign, transfer or otherwise dispose of its rights under this Agreement or any part of it without the written consent of Blue Monkee. In addition, Blue Monkee may not sub-licence, assign, transfer or otherwise dispose of its rights under this Agreement or any part of it without the written consent of the client.
7. Notices
7.1. Any notice or other communication pursuant to this Agreement must be in writing and signed by or on behalf of the party giving it and may be served by pre-paid first class post to the address of the relevant party as set out in this Agreement, by fax or subject to the provisions of clause 7.2 by email. All such notices or demands shall be deemed to have been received:
7.1.1.in the case of pre-paid first class post two Business Days after posting; and
7.1.2.in the case of fax, at the time of transmission, provided that if receipt occurs before 9am on a Business Day the notice shall be deemed to have been received at 9am on that day, and if receipt occurs after 5pm on a Business Day, or on a day which is not a Business Day, the notice or demand shall be deemed to have been received at 9am on the next Business Day.
7.2. A communication sent by email shall not be effective unless the addressee acknowledges receipt of such communication, such acknowledgement to take the form of a reply email to include the communication being acknowledged.
8. The Proposal
8.1.The Proposal forms part of this agreement.
8.2.The Customer assumes sole responsibility for ensuring that the Software functionality meets its requirements before signing the Proposal.
8.3.Unless the Proposal explicitly states otherwise, the Customer bears all cost for modification to the Software in the event that the Customer discovers, subsequent to signing the Proposal, that the Software functionality does not meet its requirements.
9. Confidentiality
9.1. During the period of this Agreement and for a period of perpetuity:
9.1.1.Both parties agree to ensure that all data content and information provided is clearly marked confidential or in accordance with each party’s policies on status of information to keep the Confidential Information confidential;
9.1.2.not to use the Confidential Information for any purpose except the performance of its obligations under this Agreement; and
9.1.3.not to use the Confidential Information so as to procure any commercial advantage over the other party.
9.2. The obligations contained in clause 9.1 above shall not apply to any Confidential Information which:
9.2.1.is already in the possession of the disclosing party other than as a result of a breach of this Agreement;
9.2.2.is at the date of this Agreement or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement; or
9.3.Each party undertakes to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 9 by its employees, agents and sub- contractors.
9.4.The Customer agrees that the Software and manuals and other documents relating to the Software are confidential and all proprietary rights belong to Blue Monkee and shall not be used or disclosed except as permitted by this Agreement.
9.5.This clause 9 shall survive the termination of this Agreement for whatever reason.
10. License
The Customer is granted a limited, non-exclusive license to do only the following:
10.1.The Customer owns the right to use the Service on a single website domain only. The domain for which the Service is to be provided must be supplied to Blue Monkee at the time of purchase.
10.2.The Customer has the right to use the Service on this website to provide web pages to any visitor to this website alone.
10.3.The Customer has the right to use the Service to modify the content of the Blue Monkee CMS database in order to change the data presented to visitors of the website using the built-in administration facilities. The Blue Monkee CMS service and the underlying software must not be used in any other way, without the express written permission of Blue Monkee.
10.4.The Customer may transfer the Service and all rights under this License to another party together with a copy of this License and all written materials accompanying the Service, provided (i) the Customer gives Blue Monkee written notice of the transfer (including in such notice the identity of the transferee), and (ii) the other party reads and agrees to accept the terms and conditions of this License. This clause can only be executed if the Service is sold as part of an entire website sale (for the domain for which the Service was licensed.) The Service itself cannot be sold as a separate entity.
10.5.The Customer assumes sole responsibility for the use and results obtained from use of the Service.
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11. Restrictions
The Software must, by its nature, be installed in source code (human readable) form on the web server.
11.1.The Customer has no rights to the Software or the Intellectual Property Rights (IPR) contained therein other than as granted explicitly in this software license.
11.2.The Customer may not modify the Software in any way.
11.3.The Customer may NOT sublicense, assign, or distribute copies of the Software to others. The Software contains trade secrets.
11.4.The Customer may not modify, adapt, translate, rent, lease, loan, resell, distribute, or otherwise assign or transfer the software, or create derivative works based upon the software or any or any part thereof.
11.5.The Customer may not communicate details of any part of any written document or Software supplied by Blue Monkee without the written consent of Blue Monkee.
11.6.Blue Monkee retains ownership of all copies of the Software itself.
12. Protection and Security
12.1.The Customer agrees to take all reasonable steps to safeguard the Software to ensure that no unauthorised person shall have access thereto and that no unauthorised copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. The Customer acknowledges that the Software contains valuable copyrighted information, confidential information and trade secrets and that unauthorised use and/or copying are harmful to Blue Monkee.
12.2.Blue Monkee may from time to time notify the Customer of steps to take to safeguard the Software and the Customer agrees to follow these steps to the best of their ability.
13. Subscription Fees
13.1.Subscription fees are payable whilst the Service is Activated and are payable monthly in advance
13.2.The Service is considered Activated from the time the customer is given access to the Blue Monkee CMS Administration facility for the website, when the website is made live, or one month after the approval of the website design, whichever is the sooner.
13.3.1.Twelve months from the date of the initial Activation (clause 13.2), in the case of a standard Web Hosting agreement not exceeding reasonable usage, as defined in clause 19.4.
13.3.2.Twelve months from the time at which the solution is implemented, unless otherwise agreed in writing, in the case of a higher capacity Web Hosting agreement as defined in clause 19.4.3.
13.4.After the Minimum Activation Period, the Customer may elect to suspend or terminate the Service with a minimum of three months written notice.
13.5.Suspension of Service
13.5.1.If the service is suspended, the Blue Monkee CMS Administration facility will be locked and the Customer shall not be able to make further changes to their website. The website will become inaccessible on the internet and email accounts will become inactive.
13.5.2.While the Service is in Suspension, the Customer agrees to pay a monthly holding fee. The holding fee will be 100% of the agreed subscription costs.
13.6.Reactivation of Service: Following suspension, the Customer may elect to reactivate the Service. The Customer may again elect to suspend the Service with a minimum of three months written notice.
13.7.Subscription fees are increased with effect from the 1st January each year according to the published rate of inflation as given by the Retail Price Index (RPI).
13.8.Subscription fees may be increased by an amount deemed to be reasonable providing 3 months notice is given.
13.9. If your account is terminated you will still be liable for all overdue invoices and an additional termination fee of £150+vat to cover our technician costs and administration fees.
14. Ownership of Content
14.1.The Customer is legally responsible for the content of the website.
14.2.Blue Monkee does not infer ownership of the design or content of the Customer’s website.
14.3.The data that a Customer is entitled to take from its website upon termination of its contract with Blue Monkee includes the following:
i) The graphical design of the website and the entitlement to reproduce this design within another website.
14.4. Upon termination, the Customer is not entitled to the following:
i)Access to, or future use of, the Service
ii)Any of the programming code used within the Blue Monkee CMS Software, in a whole or partial form.
iii)Any of the JavaScript programming code that is output to the website pages by the Software in order to provide standard features on the website. Such features include, but are not limited to: popup menus, image galleries and popup social networking dialogues.
15. Limited Warranty
15.1. The following provisions set out the entire financial liability of Blue Monkee (including any liability for the acts or omissions of its employees, agents or subcontractors) to the Customer in respect of:
15.1.1.any breach of this Agreement; and
15.1.2.any representation, statement or tortious act or omission including negligence arising under or in connection with the contract.
15.2.Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
15.3.Nothing in these conditions excludes or limits the liability of Blue Monkee for death or personal injury caused by negligence or for fraudulent misrepresentation.
15.4.Subject to clauses 15.2 and 15.3:
15.4.1.Blue Monkee shall not be liable to the Customer for any loss or damage, costs or expenses (whether direct, indirect or consequential and whether relating to loss of profit, loss of business, loss of data, depletion of goodwill or other such losses), suffered by the Customer which arise out of or in connection with the supply of the Equipment and Software or their use by the Customer; and
15.4.2.Blue Monkee’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of this contract shall be limited to, and in no event shall exceed, the amount originally paid to Blue Monkee for the licence of the service.
15.6.Blue Monkee is not liable for any loss or damage caused to the Customer by any failure of the network or third party software.
15.7.This warranty does not cover any Software that has been altered or changed in any way by anyone other than Blue Monkee. Blue Monkee is not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the Software with software not furnished by Blue Monkee.
15.8.No verbal or written information or advice given by Blue Monkee or its dealers, distributors, employees or agents shall in any way extend, modify or add to the foregoing warranty.
15.9.The warranty is exclusive and in lieu of all other warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, The Customer assumes all risks as to the suitability, quality, and performance of the Software, In no event will Blue Monkee, or its Directors, Officers, Employees or Affiliates, be liable to the Customer for any consequential, incidental, indirect, special or exemplary damages (including but not limited to damages for loss of business profits, business interruption, loss of data or business information, and the like) arising out of the use of or inability to use the Service or accompanying written materials, even if Blue Monkee has been advised of the possibility of such damages.
16. Support Policy
Blue Monkee provides a Support Policy during the period of Service Activation.
16.1.The support policy provides the following elements: i) Free support via email.
ii) Support via telephone, with call costs paid by the Customer.
16.2.Blue Monkee considers Software training to be essential. If Blue Monkee considers the Customer representative has not received Software training or requires additional Software training, Blue Monkee reserves the right to insist that the Customer representative attends Software training before any further support is delivered to that Customer representative.
17. Enhancements
17.1.Blue Monkee may, at its sole discretion, install and license the Customer to use such Enhancements at no cost, whilst the Service is activated.
17.2.From time to time, Blue Monkee may make available Enhancements giving additional functionality to the Customer, for an agreed extra cost.
17.3.All such Enhancements to the Software provided to the Customer shall also be governed by the terms of this License.
18. Hosting (Website, Email, Domain, DNS)
18.1.The Customer agrees that it is their responsibility to source all of the appropriate services required to run their website, including domain name management, email and Internet connectivity.
18.2.Blue Monkee does not offer Internet Service Provider (ISP) services, such as provision of an Internet connection to the Customer’s computer or computer network.
18.3.Blue Monkee offers email services as a free addition to hosting packages. This included the provision of a mail server for the purpose of sending email messages from the Customer’s computer or computer network, or receipt of email messages. Blue Monkee does not support these free email services, and as such the client uses these services entirely at their own risk. Blue Monkee will not be held liable for any loss or damage that occurs through the use of these email services. Blue Monkee will happily recommend alternative email solutions from various providers if a support solution is a requirement.
18.4.Blue Monkee may offer optional services for domain name purchase, renewal and management.
19. Web Hosting
Blue Monkee shall provide the Customer with a web hosting facility suitable for use with the Software.
19.1. The Customer agrees to abide by rules regarding acceptable use of the Web Hosting service:
19.1.1. The Customer agrees to abide by the separate terms and conditions of the Acceptable Usage Policy.
19.2.Blue Monkee shall make all reasonable efforts to ensure that the Service is available, subject to any limitations imposed by the third party web hosting.
19.3.Blue Monkee may, from time to time, temporarily withdraw service for the purpose of making Enhancements available to the Customer and for maintenance or support issues.
19.4.The Web Hosting service will be provided on the basis of reasonable usage for server load, disk space and bandwidth:
19.4.1.Reasonable usage of the Web Hosting service will provide a maximum of 10GB of monthly bandwidth and 1GB of disk space.
19.4.2.Due to the varying nature of a website’s content and popularity it is not possible to provide exact description of ‘reasonable usage’ for server load hence Blue Monkee states an expectation that 95% of their customers would not exceed ‘reasonable usage’ for server load.
19.4.3.Where the Customer’s website exceeds reasonable usage, Blue Monkee may offer to provide the Customer with a higher capacity service at an agreed increased fee. In circumstances where the server load is much higher than expected, Blue Monkee may either
(a) offer the Customer a bespoke Web Hosting solution at an agreed increased fee or (b) if an agreed solution is not found the Web Hosting service may be terminated at no cost to either party.
19.5. The Web Hosting service includes backups of the client’s SQL database and data files uploaded using the Blue Monkee CMS. The backups exclude data files uploaded using FTP account(s) to areas outside of CMS management. Such backups are made at least daily. The backups shall be copied to a location separate from the data centre. Blue Monkee will accept no responsibility whatsoever for loss of data or information resulting from the use of this service.
19.6 The Web Hosting fees are payable whilst the Service is Activated and are payable yearly in advance.
20. Domain Name Registration and Renewal
20.1. Blue Monkee will register and maintain the registration of the website’s primary domain name for the Customer. Additional domains will be registered and maintained only by special agreement in writing.
20.3.Blue Monkee cannot guarantee that they will be able to register any requested domain name and, until specific confirmation of registration has been given, the Customer cannot assume the registration has been affected.
20.4.Blue Monkee gives no warranty that the Internet Domain Name requested will not infringe the rights of any third party and the Customer indemnifies Blue Monkee in respect of any such infringements.
20.5.The fees for domain name purchase and renewal include DNS hosting if required.
20.6.The fees for domain name purchase and renewal include the management of the DNS records for such domains, to point the domains at the Blue Monkee web servers and to the Customer’s preferred email servers.
20.7.The Customer retains ownership of the domain names. Blue Monkee shall not withhold from assisting the customer in transferring their domain name providing that any fees due to Blue Monkee for any services provided by Blue Monkee to the Customer have been paid in full.
20.8.Blue Monkee do not in themselves charge fees related to the transfer of the Customer’s domain names to or from a third party, unless the time taken to deal with such matters exceeds half an hour in one calendar month. In such cases Blue Monkee shall agree any charges with the client in advance of any further work being carried out.
20.9.Fees charged by third parties such as Nominet (for domain name registration details updates) or other domain management companies (for domain name transfers) are the responsibility of the Customer. Such fees will be passed on to the Customer for payment if they are incurred by Blue Monkee.
21. Domain Name Management
21.1.The Customer accepts that Blue Monkee may need to move the Web Hosting for a website to a different IP Address at short notice and at any time.
21.2.Where the Customer manages their own domain name, Blue Monkee may, at their own discretion, make Name Servers available to the Customer to allow Blue Monkee to manage the DNS records on behalf of the Customer. In such circumstances:
21.2.1. The Customer accepts the responsibility to point the domain names to the specified Name Servers.
21.2.3.The Customer agrees that the authorised representative shall, on request by Blue Monkee, update Name Server records within 3 Business Days at all times.
21.2.4.The Customer agrees that failure to update Name Server records will result in their website being unavailable and that even in such cases the Customer is still responsible for Web Hosting fees.
21.2.5.The Customer is responsible for all costs incurred to update Name Server records.
21.3. Where the Customer manages their own domain name and Blue Monkee does not provide Name Servers for the domain:
21.3.1.The Customer accepts the responsibility to update the DNS records used to map the domain name to the IP Address of the Web Hosting service.
21.3.2.The Customer agrees to provide contact details for an authorised representative for DNS updates and to keep Blue Monkee updated with any changes to these details.
21.3.3.The Customer agrees that the authorised representative shall, on request by Blue Monkee, update DNS records within 3 Business Days at all times.
21.3.4.The Customer agrees that failure to update DNS records will result in their website being unavailable and that even in such cases the Customer is still responsible for Web Hosting fees.
21.3.5.The Customer is responsible for all costs incurred to update DNS records.
22. Third Party Software/Services
Where the Proposal includes any third party software and/or services as part of the Proposal, Blue Monkee will provide First Line Support only. Where the fault is caused by the third party software and Blue Monkee is unable to correct the fault Blue Monkee will use its reasonable endeavours to ensure that the problem is reported to the relevant third party for resolution.
23. Payment Terms and Pricing
23.1. Unless otherwise stated in the Proposal, the Purchase Price shall be payable to Blue Monkee by the Customer as follows:-
i) 50% non-refundable deposit payable on receipt of the order acknowledgement; and
ii)25% upon approval of the website design; and
iii)25% upon completion of the website build, excluding addition of all content or 3 months from the order Proposal acceptance date, which ever is the sooner.
23.2.Blue Monkee is not obliged to carry out any work before the deposit is received. In the event that any preliminary work is carried out prior to receipt of the deposit and the order is then cancelled Blue Monkee will invoice the Customer for this work.
23.3.The Purchase Price is exclusive of VAT. VAT shall be charged at the prescribed rate at the date of invoicing. The Customer shall pay the VAT to Blue Monkee as if it were part of the Purchase Price and all requirements and other provisions concerning payment of the Purchase Price shall apply accordingly.
23.4.The Purchase Price, once accepted by both parties as signified by the receipt of a signed Proposal, is applicable for 3 months from the date of signing. We reserve the right to increase the price of any work outstanding after that period.
23.5.If the Customer fails to make payment on a due date then without prejudice to any other right or remedy available to Blue Monkee, Blue Monkee shall be entitled to suspend or terminate the Service.
23.5.1.Should a payment be late by 30 or more days, Blue Monkee may suspend the Service.
23.5.2.Should a payment be late by 60 or more days, Blue Monkee may terminate the Service and charge a reconnection fee.
23.6.In the event that any payments due under these terms and conditions become overdue, interest on such amounts shall be payable by the Customer forthwith on demand, from the due date to the actual date of payment, after as well as before any judgment, at the rate of 8% over the Bank of England base rate. Such interest shall accrue on a daily basis and be compounded monthly. In addition Blue Monkee reserve the right to charge compensation at the levels laid out by ‘The Late Payment of Commercial Debt (Interest) Act 1998’.
23.7.All payments shall be paid in full without setoff, deduction or counterclaim whatsoever.
23.8.Where any invoice includes a reduction due to an agreement to pay by Direct Debit or Standing Order, should the payment not be made by such means, Blue Monkee reserves the right to recharge the reduction.
23.9.1. All design related works are subject to the Production Revision Policy.
24. Production Revision Policy
24.1. Blue Monkee Media delivers exceptional creative production services at a very low cost. In order to keep production costs low, Blue Monkee has a revision policy in place to ensure timely production while meeting client expectations. Unlimited revisions are not included during the production of Blue Monkee graphic design jobs or website proofs.
Blue Monkee will accommodate up to TWO ROUNDS of minor visual revisions per design based on the criteria listed below. Excessive revisions will incur additional fees and may result in project delivery delays.
The best way to avoid excessive revisions:
i). Clearly communicate all necessary information on a Creative Brief before production begins
ii). All participants (owners, decision-makers, etc…) involved in the approval process should carefully consider any instruction prior to production and during revision requests.
iii). When revisions are required, please provide written direction that is specific, concise and includes ALL required changes at one time
- Text: Exact verbiage & punctuation for text on all media
- Voice Over Script: Exact verbiage, punctuation and phonetic pronunciation for voice over script.
- Logo(s): Please provide a high quality Media Kit and/or guidelines for logo usage (if available)
- Photo(s): Size/order/position
- If providing photos smaller than specified, certain revision requests may not be possible.
- Additional Creative Direction
- Sizing of Text and images
- Primary, Secondary and Tertiary Focus of information and design elements
- Colour Scheme
iv). Chargeable Revision requests include but are not limited to:
- Revising text/fonts
- Replacing one photo with another
- Complete re-design
- Client changes their mind
- Major layout/position/design tweaks
v). If the Blue Monkee production team or vendor is at fault, no fees will be charged to the client.
24.2. Additional revisions are chargeable at the standard graphic design rate which is currently £79+vat per hour billed in 15 minute increments.
25. PCI Compliance
Blue Monkee shall comply with and shall have a program to assure Blue Monkee’s continued compliance with, or enter into an agreement with a third party provider of payment processing services that ensures compliance with, the Payment Card Industry Data Security Standards (“PCI DSS”) published by the PCI Security Standards Council, as the PCI DSS may be amended, supplemented, or replaced from time to time, and as applicable to the transactions processed. Blue Monkee shall report in writing to the PCI Security Standards Council, at a minimum annually, proof of such compliance with the PCI DSS. If Blue Monkee becomes aware that Blue Monkee or its service provider is not, or will not likely be, in compliance with PCI DSS for any reason, Blue Monkee will promptly report in writing to the PCI Security Standards Council the non-compliance or likely non-compliance.
26. Termination
26.1.The Customer may terminate this License by giving three month’s written notice from the next due payment, subject to the Minimum Activation Period given in clause 13.3. During this notice period, the Subscription fees are payable. Once notice of Termination of Service has been received, an invoice will be raised for three months subscription fees. This invoice is subject to our standard Payment Terms and we draw particular attention to clause
26.2.This License is effective until terminated. This License will terminate immediately without notice from Blue Monkee if the Customer fails to comply with any of its
provisions. Such termination shall be without prejudice to the obligation of the Customer to purchase the Service for the Minimum Activation Period or for a minimum of three months following the termination whichever is the longer.
26.3.Upon termination the Customer must return or destroy any documentation associated with the usage of the Service.
26.4.Should Blue Monkee cease trading, the Customer gains the right to modify the software for the purposes of maintenance and upkeep of the original website only. The intellectual property rights for the software remains the property of Blue Monkee.
27. Changes to Terms and Conditions
27.1.Blue Monkee reserves the right to change these Terms and Conditions at any time. The most current version of these Terms and Conditions may be found on the website.
27.2.When changes are made to the Terms and Conditions a notice shall be placed on the website. The Customer shall be deemed to have accepted such changes if they have not notified any objections to such changes within one calendar month of the notice.
27.3. The most current version of the Terms and Conditions shall supersede all previous versions.
28. Entire Agreement
28.1.This Agreement and the documents referred to in it, constitute the entire agreement and understanding of the parties and shall supersede any previous agreement between the parties relating to the subject matter of this Agreement. No variation of this Agreement shall be valid unless in writing signed by both parties.
28.2.Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) which it may have relied on in entering into this Agreement. The only remedy available to it shall be for breach of contract under the terms of this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
29. Acknowledgement
29.1. By purchasing the Service and/or using the Software, the Customer acknowledges that it has read these Terms and Conditions and the Acceptable Use Policy (AUP), understands them and agrees to be bound by them.
Should you have any questions concerning these Terms and Conditions, contact Blue Monkee before submitting a signed agreement to any Proposal.