Terms and Conditions
1.1 The "Customer", “you” or “your” means or refers to the company, firm or individual who has placed the order for a Practice Track website
1.2 A “Practice Track Website” means the service offered to the Customer as described in Clause 3 below.
1.3 The "Monthly Payment" means the price payable for the Practice Track website.
1.4 "Practice Track", "we", "us" or "our" means or refers to Practice Track Limited of Practice Track Limited, The Old Estate Yard Offices,
North Stoke Lane, Upton Cheyney, Bristol BS30 6ND
2.1 The terms and conditions set out in this Agreement shall apply between us in respect of the Practice Track Website provided to Customer by Practice Track. Except to the extent that this Agreement is varied by mutual consent in writing, it shall constitute the entire agreement between us and shall prevail over your own terms and conditions and any previous terms and conditions, agreement or understanding.
2.2 You agree that in entering into this Agreement you do not and shall not rely on any representation or understanding (whether oral or in writing) which is not included or referred to in this Agreement.
3. Website services offered
3.1 During the continuance of this Agreement we will provide you with a Practice Track Website. This service shall include the running and hosting of your website, any add-on content or services purchased, and updating the information contained in your website. It shall also include the set up and design of the website and alterations to the design before the site is live in accordance with clause 3.2 below.
3.2 The design process consists of a series of stages. In Stage 1 the Customer will be expected to complete a telephone questionnaire with a member of our team. In Stage 2 the Customer will be expected to approve the design brief, sitemap and wireframe of the site. Any subsequent changes to the design concept, layout and structure after the Customer has approved Stage 2 in writing, may be subject to a charge at Practice Track’s standard rates. Full information will be given and the Customer will be warned if requested changes are subject to a charge.
3.3 The Design Guarantee permits you to have a free redesign of the website on request two years after the date of the initial contract, and subsequently a further free redesign every two years after the previous redesign. This offer does not include any Flash images and is also subject to the terms detailed in clause 3.2 above. Upon completion of a free redesign, the Customer will be subject to a new minimum 12 month contract, which will begin on the date the redesigned site is made live on the internet. Thereafter either party may terminate the service by giving the other 30 days’ notice in writing (see clause 10.5).
3.4 If any design or content specifications requested by the Customer at any time, including the initial design process, are considered unusually extensive, for example will require more than two days’ work or will involve special technical expertise, Practice Track reserves the right to apply a special design charge. Practice Track will quote for any such work and no work will be undertaken or charge applied unless agreed beforehand by the Customer.
3.5 We grant the right for our content to be incorporated into your website. We are the original authors and remain the intellectual property holders of the technical content.
3.6 If you require us to maintain a blog or firm news page or similar topical section on your behalf, we reserve the right to charge for unusually frequent updates (e.g. more than six new items per month) or updates requiring us to implement unusual formatting, or to source images, or to provide editorial assistance or any other additional work. Practice Track will quote for any such work and no work will be undertaken or charge applied unless agreed beforehand by the Customer.
4. Terms of payment
4.1 The Monthly Payment shall be paid by you on the first day of each month by direct Debit, unless a different day of the month or a different method of payment is agreed by both parties. A signed direct debit form or other form of payment must be presented to us before we will make your website live.
4.2 We reserve the right to vary the Monthly Payment by giving you two months notice in writing.
4.3 The provision of any additional options or services shall be charged in accordance with our price list at the time. This is available on request.
4.4 You will be invoiced for the provision of any additional options or services that you purchase from us. All invoices will be payable within 30 days of the date of the invoice by direct debit.
4.5 Where no sum is included in the Monthly Payment or any prices set out in our price list in respect of VAT, these shall be exclusive of VAT.
4.6 If you do not pay the Monthly Payment or any invoice in full on or before the dates for payment set out above then, in addition to our other rights, we shall be entitled to close down your website and cancel the agreement between us and shall be entitled to charge you interest on the outstanding amount at the rate of 2% over the base rate
of Barclays Bank plc from time to time per month or part of a month and this rate shall apply both before and after the issue of any legal proceedings we may take against you to recover any unpaid amount.
4.7 You shall not be entitled to withhold from your payment of the Monthly Payment or your payment of any invoice any sums owed by us to you under this Agreement.
4.8 The price agreed will be the amount invoiced unless a customer advises non-agreement within seven days of receipt of invoice.
4.9 The Customer shall pay for all work carried out at their request which is not included in the standard Practice Track website service (and for all materials used in connection with such work) whether for drafting, research, design experimentation, preparation or otherwise at Practice Track's standard rate(s) in force from time to time and whether or not any final or subsequent order is submitted or completed.
4.10 Except in the case of a customer who is not contracting in the course of a business nor holding himself out as doing so, Practice Track reserves the right to charge the amount of any value added tax payable whether or not included on the invoice.
4.11 Practice Track will begin charging monthly payments on a date four weeks after the order confirmation and Direct Debit mandate have been received by Practice Track, unless another date has been agreed by both parties.
4.12 The initial 12 month contract shall begin on a date four weeks after the order confirmation and Direct Debit mandate have been received by Practice Track, unless another date has been agreed by both parties.
4.13 The first monthly payment shall include the VAT payable for the entire year of the contract, unless agreed otherwise by both parties.
5. Security and Data Protection
5.1 Each party shall ensure that it complies with the data protection legislation in force from time to time to the extent that such legislation applies to each party’s activities as contemplated by this Agreement.
5.2 We undertake that we will maintain reasonable security measures to protect the security and integrity of any data stored on our system.
6.1 We shall not be liable for any loss of any nature which is not caused by our negligence or breach of the terms of this Agreement.
6.2 Practice Track take no responsibility for any loss incurred by any client or associate of the Customer in respect of any action taken or refrained from in consequence of the technical content included on the Customer’s website.
8. Warranties and Indemnity
8.1 We warrant that in the provision of your website we shall not infringe any copyright, trade mark or other intellectual property rights, include any materials of a defamatory, confidential or secret nature or be in violation of UK law
8.2 You agree that any disclaimers (which may contain terms and conditions) contained in the website are for the protection of both you and us. You warrant and undertake that you will not alter the wording of any such disclaimers.
8.3 You warrant and undertake that you will not store any materials on the personalised part of our system which are of an obscene or illegal nature. You warrant and undertake that any content or materials you add to your website do not infringe any copyright, trade mark or other intellectual property rights, nor include any materials of a defamatory, confidential or secret nature or be in violation of UK law.
8.4 You shall indemnify us in respect of any damages, costs, expenses or any other liability whatsoever that we may incur (including but not limited to economic losses, administrative losses, loss of future business or any expenses or costs legal or otherwise) arising from a breach of these warranties or arising from your negligence or
your breach of this Agreement.
8.5 We shall be entitled to remove any materials that do not comply with any of the warranties listed above.
9. Ownership and Copyright
9.1 Practice Track shall be owner of and beneficially entitled to the copyright and all other rights of a like nature conferred in the United Kingdom in all content supplied by Practice Track to the Practice Track website
9.2 Unless otherwise specifically stated, no electronic material purchased from Practice Track may be used for any medium other than the one stated, be it website and/or for use in an email. It is not permitted to copy or scan electronically-provided Practice Track words or artwork onto printed material.
9.3Unless otherwise specifically stated, no printed material purchased from Practice Track may be used for any other medium, including electronic media. It is not permitted to copy or scan Practice Track words or artwork onto a website, nor to include it in an e-mail.
9.4 The Customer shall be owner of and beneficially entitled to the copyright and all other rights of a like nature conferred in the United Kingdom in respect of artwork created specifically for the Customer in a bespoke website design.
10.1 The initial term of this agreement is for 12 months from the first payment date (or another date if agreed by both parties). Thereafter either party may terminate this Agreement by giving the other 30 days’ notice in writing, except within 12 months of a free redesign under the Design Guarantee (see clause 10.5).
10.2 Either party may terminate this Agreement immediately if the other party becomes unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under this Agreement) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed of its assets or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion
of the party giving notice means that the other may be unable to pay its debts;
10.3 We may terminate this Agreement by giving you notice in writing if you commit any material breach of your obligations under it and (where such breach is capable of remedy) fail to remedy such breach within 30 days of receipt of our notice specifying such breach.
10.4 From the date of returning a signed Confirmation Form, the Customer has 14 days in which to terminate the Agreement, after which if the Customer wishes to terminate this Agreement before the first payment date, an administration fee of £500 will be payable by the Customer.
10.5 Following a free redesign under the Design Guarantee (see clause 3.3) the Customer agrees to continue with the service for 12 months from the date of the redesigned site going live on the internet. Thereafter either party may terminate this Agreement by giving the other 30 days’ notice in writing.
11.1 Unless you have our prior written consent you shall not disclose any information relating to our business dealings, our intellectual property rights, the services we supply or any other information disclosed to you by us during the performance of the agreement between us (the “Confidential Information”) to any other third party unless such disclosure is reasonably necessary for the proper performance of the agreement between us or is required by law.
11.2 In each case where you are required or authorised to disclose any Confidential Information you shall before doing so obtain a written undertaking from the person to whom the disclosure is made to keep confidential the Confidential Information and to only use it for the purposes for which the disclosure is made.
12. Notices and services
12.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other may be given by hand or sent (by first class pre-paid post or facsimile transmission) to the other party at the address detailed at the beginning of this Agreement or such other address as may from time to time be notified in writing by one party to the other.
12.2 Any correctly addressed notices sent by first class mail shall be deemed to have been given on the day after the envelope containing the same was so posted (excluding Saturdays, Sundays and bank and public holidays).
12.3 Any notice or other information sent by facsimile transmission shall be deemed to have been duly sent on the date of transmission provided that a confirming copy thereof can be produced.
13.1 If any provision set out in this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions and remainder of the provisions held invalid shall not be affected.
13.2 No failure or delay on our part to exercise any right or remedy under the agreement between us shall be construed or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy as the case may be. The rights and remedies provided in the agreement
between us are cumulative and are not exclusive of any rights or remedies provided by law.
13.3 Neither you nor we shall be liable for any breach of our respective obligations under the agreement between us where either of us is unable to perform those obligations because of a reason beyond our control.
13.4 You shall not without our written consent be entitled to delegate or assign any of the obligations or rights rising under the agreement between us to any third party whatsoever.
13.5 The agreement between us shall be governed by and construed in all respects in accordance with the laws of England.