Terms and Conditions

Terms & Conditions

All Rights Reserved

General
Section 1

1   Terms applicable to all contracts

1.1    The terms & conditions in this and the following sections where appropriate shall be applicable to each contract for maintenance and/or support, software, and/or Network/Third Party Software, hosting and/or email management entered into between Jaijo Ltd (“the Company”) and the Customer.

1.2    All quotations given and contracts of maintenance made by the Company shall be deemed to incorporate the terms hereof which shall take the place of any other terms and conditions contained in any purchase order or any other document or communications for the customer.

1.3    No other agreement or understanding of any kind shall form part of or operate as a waiver to this agreement unless expressly accepted by the Company in writing and signed by Jai Taylor and/or Lindsay Taylor of the Company.

1.4    These terms and conditions and the Contract to which they apply shall, in all respects, apply to any further services which may be added to the customer’s contract.

2   Definitions

“The Agreement” shall mean the Agreement for maintenance and/or support, software, and/or Network/Third Party Software, hosting and/or email management to which these Terms and Conditions apply.

“The Equipment” shall mean The Hardware and/or Software and/or Network/Third Party Software as hereafter defined.

“The Hardware” shall mean the hardware referred to in the “Hardware Schedule” or listed on Jaijo invoice.

“The Software” shall mean the software referred to in the “Software Schedule” or listed on Jaijo invoice.

“The Network/Third Party Software” shall mean the hardware referred to in the “Network Software/Third Party Schedule” or listed on Jaijo invoice.

“The Basic Charge” shall mean the annual charge applicable to the Agreement.

“Standard Charges” shall mean the charges normally made by the Company from time to time.

“Premises” – Equipment locations as stated in the Schedule or on the Jaijo invoice.

3   Period of Supply of Services

The service period of this Agreement, subject to the provision of Clause 14 hereof, will continue in force for an initial period of one year continuing thereafter until terminated by either party giving the other not less than one month written notice, such notice to take effect at the expiration of the initial period.

4   Support Availability

4.1. Support will be available between 9:00 am and 5:30 pm either over the phone or via email, Monday to Friday.

4.2. Support availability excludes bank and other public holidays in England and the period from 24th December to 1st January inclusive.

4.3. Support may also not be available for up to 5 concurrent Working Days with no prior warning given in exceptional circumstances without any compensation.

4.4. Any service which the Company is required to provide at the Customer’s request outside those hours will be invoiced at the Company’s then Standard Charges.

4.5   The Company will use its best endeavours to provide service within 1 working day (24 hours) of support request.

5   Security

5.1   The Company shall use its best endeavours to keep confidential any information disclosed to it by the Customer relative to the Customer’s business or to the business of any client of the Customer and shall not disclose the same to any third party other than those employees of the Company whose province it is to know the same. Where replaced components carry data, all best endeavours will be taken to delete such data.

5.2   The Company shall use its best endeavours to ensure that other information whether confidential or otherwise relating to the Customers business or to the business of any client of the Customer which comes to the knowledge of the Company or any of its employees shall be treated as confidential and shall not be disclosed to any third party.

5.3   The Customer shall be solely responsible for the security of confidential information during such times as the Company’s employees, agents or sub-contractors are on the Premises for the purpose of carrying out the Company’s obligations hereunder.

6   Customer Care

The Customer shall:

6.1   Use the Equipment correctly in accordance with the manufacturer’s operating manuals and with such operating supplies as are in accordance therewith and promptly and regularly carry out all the operator’s maintenance routines (if any) as set out therein;

6.2   Not allow any person other than the Company’s personnel to adjust, repair or maintain the Equipment except for the operator’s maintenance routines (if any) as specified in 8.1 above;

7   Support Agreement

7.1 Clarks Cloud – Support time via telephone and email that is included in your Software Licence as long as the support relates to:
7.1.1 The Clarks Cloud Software
7.1.2 Portal Feeds (The Import and Export of property data)
7.1.3 Our Property API
7.1.4 Screen Displays Software
7.1.5 Social Media Feeds

7.2 Hosting – Support time via telephone and email that is included in your hosting contract as long as the support relates to:
7.2.1 Website downtime – If your website hosting goes down, we will take responsibility for reinstating it.
7.2.2 Email downtime – If your email hosting goes down, we will take responsibility for reinstating it.

7.3 Support time that is not covered by the the Company or Support Licence(s) which will be charged at our standard hourly rate.
7.3.1. Customer hardware, Examples including but not limited to:
7.3.1.1. Computers and Monitors
7.3.1.2. Servers and Printers
7.3.1.3. Tablets and Phones
7.3.2. Customer third party software, Examples Including but not limited to:
7.3.2.1. Microsoft Suite (Word, Outlook, Excel, etc.)
7.3.2.2. Microsoft Edge, Google Chrome, Firefox, etc.
7.3.3. Customer Internet Access
7.3.4. Website amendments, alterations and development.
7.3.5. Virus/Cyber Attacks/Unauthorised Access – Refer to Section 3, Server Use, Website Hosting.

8   Access to Equipment

The Customer shall allow the Company’s personnel to have full and free access to the Equipment at all reasonable times in order to carry out maintenance services which the Company is liable to perform hereunder.

9   Adequate Facilities

The Customer shall provide adequate facilities to allow The Company’s personnel to perform their tasks.  This includes but is not limited to the provision of ample power supplies, heating and/or air conditioning, adequate security both for the Companies staff and its equipment.

10   Risk

The Equipment shall at all times be at the risk of the Customer.

11   The Company’s Liability

In no event shall Jaijo Ltd, its directors, officers, shareholders, employees, third party providers, agents or advisors (“associated persons”) be liable to you or any other person or entity for any direct, indirect, exemplary, special, incidental, consequential or punitive damages, including loss of income, loss of profits, loss of anticipated sales, loss of opportunities, business interruption, failure to realise unexpected savings, damage to property, claims of third parties, loss of goodwill, use, data or other intangible losses or other economic or personal loss arising from or in connection with:

(i) your use of or reliance on any information provided by us on our software, services or stated in our documentation;

(ii) your use of or inability to use our software or services;

(iii) your violations of trademark infringement or other intellectual property rights;

(iv) any failure of performance of our software or services, whether related to error, omission, interruption, defect, delay in operation or transmission, computer viruses or line failure;

(v) the unauthorised use of your account and password by any person;

(vi) any third party content or hyperlinked sites;

(vii) your user content or information that you transmitted or shared through or in connection with our services; or

(viii) any other matters relating to our software, services and documentation, whether based in contract, negligence, strict liability, fundamental breach, failure of essential purpose or otherwise, whether or not we had any knowledge, actual or constructive, that you might incur such damages.

The limitations on Jaijo Ltd’s liability or the liability of associated persons to you in this section shall apply whether or not Jaijo Ltd or such associated persons have been advised or should have been aware of the possibility of any such losses arising.

12   The Customer Liability

12.1  The Customer shall at all times comply with all Health and Safety requirements and with all rules and regulations and other requirements imposed by any competent authority. The Company shall not be liable for any damage to the Equipment or for any losses, costs or expenses whatsoever arising out of any failure by the Customer so to do.

12.2  The Customer shall not during the contract term of or for a period of 6 months from the date of termination of this Agreement howsoever caused employ, solicit, or otherwise endeavour to employ any employees of the Company who have provided services to the Customer unless the Customer has contacted both Jai Taylor and Lindsay Taylor in writing prior to any offer being made and that both Jai Taylor and Lindsay Taylor have given their permission in writing for this offer to be put forward to their employee or employees.

13   Force Majeure

Any failure by the Company to perform any of its obligations hereunder for any cause beyond reasonable control (e.g. adverse weather or traffic conditions, telecommunications issues, internet or power issues) of the Company shall not be deemed to be a breach of the Agreement by the Company.

14   Bankruptcy

If either the Company or the Customer commits an act of bankruptcy or goes or is put into liquidation (other than solely for amalgamation or reconstruction) or if a Receiver is appointed over any part of the Company’s or Customer’s business or if the Company or Customer suffers the seizure of any property for non-payment of any debt, then the other party may regard any such circumstances as grounds for immediately terminating the Agreement without notice.

15   Termination

15.1  The Company may by giving thirty (30) days notice in writing to the Customer terminate the Agreement (without prejudice to its rights to recover any sum due by the Customer to the Company) if either:

(i)   any payment by the Customer shall be more than fourteen (14) days in arrears; or
(ii)  the Customer shall commit any other breach of the Agreement and shall not remedy the same within seven (7) days written notice given by the Company to the Customer requiring such remedy.

and on such termination the Company shall have no liability to repay to the Customer any sums paid or any part thereof.

15.2  The Customer may by giving thirty (30) days notice in writing to the Company to Terminate the Agreement if:

(i)   The Company shall commit any material breach of the Agreement and shall not remedy the same within thirty (30) days of written notice given to the Company requiring such remedy;
(ii)  The Company shall increase its Basic Charges and these shall not be acceptable to the Customer;

and if the Customer terminates this Agreement under the provisions of 15.2 (i) then a proportionate part of any sums paid by the Customer to the Company which relate to any period following the date of termination shall be repaid by the Company.

16  Assignment

The benefits and obligations of this Contract shall not be assigned by the Customer without prior written consent of the Company.

17   Notices

Any notice, request or other communications by either party to the other as provided for herein shall be given in writing and shall be deemed given on the earlier of the dates on which same is:

(a)   Actually received and acknowledged by the addressees;

or

(b)   Three (3) days after postage by registered letter post and sent to the addressee at its address stated in this Agreement or such addresses as may be notified in writing from time to time by one party to the other as an alternative address for service of notices hereunder.

18   Proper Law

18.1  This Agreement and these Terms and Conditions shall be subject to and construed in accordance with English Law and both the Company and the Customer agree to accept the jurisdiction of the English Courts.

18.2  The captions, titles and sub-headings to these Terms and Conditions are inserted for convenience only and shall not be considered in interpreting or construing of the provisions hereof.

19. Charges & Payment Policies

19.1 The Basic charge will be invoiced monthly in advance and payable within 14 days (unless otherwise agreed) and is a precondition to the Company’s liability hereunder. Any other charges under this Agreement will be invoiced by the Company to the Customer and payment shall be made within 14 days of the date of invoice (unless otherwise agreed). Charges are exclusive of VAT and any other like taxes which will be payable by the Customer at the rate ruling at the tax points. In situations where payment has not been made within the 14 days stipulated Jaijo Ltd reserve the right to immediately suspend the facility and services to the client until the outstanding charge is processed successfully. The customer is responsible for all money owed on the account from the time it was established to the time that the customer sends a written cancellation request. If subsequently requested to resume servicing of the equipment may at its option request that the equipment be fully overhauled at the User’s entire expense before commencing maintenance of the equipment under this or any other subsequent agreement.

19.2 The Basic Charge will be paid by the Customer to the Company in one instalment as specified on the Jaijo invoice. The payment will include all VAT or other taxes applicable to the entire period of the maintenance.

19.3 Jaijo Ltd reserves the right to change prices of accounts or services after each anniversary of the commencement date upon (90) days prior written notice, although all pricing is guaranteed for the period of any prepayment. Payment is due within 14 days of the date of invoice. Customers will automatically be charged again at the end of their period unless closure notification has already been given in writing 30 days prior to the date of renewal.

19.4 If the Company personnel are called to the Premises and the Company considers in its reasonable opinion that there is no good reason for the requesting such service, the Company will impose Standard Charges for all time and travelling expenses spent by the Company’s personnel as a result of the call and travelling to and from the Premises.

19.5 All invoices will be sent directly to customers via email.

19.6 All payment is in UK sterling.

20. Cancellation and refunds

Jaijo Ltd reserves the right to cancel the service at any time. In this event customers will be entitled to a pro rata refund based upon the remaining period of membership. If a customer contravenes Jaijo terms of service a refund will not be issued in the event of a cancellation.

Fees charged on a prepay basis are non-refundable. Once the initial trial period has expired customers are not entitled to receive a refund unless the service is cancelled by Jaijo Ltd. In addition some accounts incur set-up fees, these charges are also non-refundable.

Customers are required to give written confirmation 30 days prior to the cancellation the services provided to them by Jaijo Ltd or any of Jaijo Ltd third party providers.

21. Indemnification

Customer agrees that it shall defend, indemnify, save and hold Jaijo Ltd harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against Jaijo Ltd, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by customer, its agents, employees or assigns. Customer agrees to defend, indemnify and hold harmless Jaijo Ltd against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with Jaijo Ltd server; (2) any material supplied by customer infringing or allegedly infringing on the proprietary rights of a third party; (3) copyright infringement and (4) any defective products sold to customer from Jaijo Ltd server.

22. Warranty Disclaimers and Liability Limitations

Jaijo software, and any and all accompanying software, files, data and materials, are distributed And provided “as is” and with no warranties of any kind, whether express or implied. In particular, there is no warranty for virus scanning, Jaijo software does not scan for viruses.  You acknowledge that good data processing procedure dictates that any program, including Jaijo software, must be thoroughly tested with non-critical data before there is any reliance on it, and you hereby assume the entire risk of all use of the copies of Jaijo software covered by this License.  This disclaimer of warranty constitutes an essential part of this license.

Any liability of Jaijo will be limited exclusively to Refund of purchase price.  In addition, in no event shall Jaijo, or its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organisations, be liable for any indirect, incidental, consequential, or punitive damages whatsoever relating to the use of Jaijo software, or to your relationship with Jaijo.

In addition, in no event does Jaijo authorise you or anyone else to use Jaijo software in applications or systems where Jaijo software’s failure to perform can reasonably be expected to result in a significant physical injury, or in loss of life.  Any such use is entirely at your own risk, and you agree to hold Jaijo harmless from any and all claims or Losses relating to such unauthorised use.

23. Disclamer

Jaijo Ltd will not be responsible for any damages your business may suffer. Jaijo Ltd makes no warranties of any kind, expressed or implied for services we provide. Jaijo Ltd disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, nondeliveries, wrong delivery, and any and all service interruptions caused by Jaijo Ltd and its employees. Jaijo Ltd reserves the right to revise its policies at any time.

Please note: by agreeing to use any of our services you agree to be bound by all Jaijo Ltd terms and conditions.

Software License Agreement
Section 2

1. Your Agreement to this License

You should carefully read the following terms and conditions before using, installing or distributing this software.  Unless you have a different license agreement signed by Jaijo Ltd (“Jaijo”) your use, distribution, or installation of Jaijo software indicates your acceptance of these Terms & Conditions and of the Software License (“License”).

If you do not agree to all of the terms and conditions of this License, then:
(a) do not copy, install, distribute or use any copy of Jaijo software with which this License is included, and

(b) in addition, if you paid Jaijo or an authorised Jaijo reseller for a package consisting of one or more copies of Jaijo software, you may return the complete package unused, within thirty (30) days after purchase, for a full refund of your payment.

The terms and conditions of this License describe the permitted use and user(s) of each Licensed Copy of Jaijo software.  For purposes of this License, if you have a valid single-copy license, you have the right to use a single “Licensed Copy” of Jaijo software; if you or your organisation has a valid multi-user license, then you or your organisation have/has the right to use up to a number of “Licensed Copies” of Jaijo software equal to the number of copies indicated in the invoice issued by Jaijo when granting the license.

2. Scope of License

Each Licensed Copy of Jaijo software may either be used by a single person who uses the software personally on one or more computers, or installed on a single workstation used non-simultaneously by multiple people, but not both. This is not a concurrent use license.

Each Licensed Copy may be accessed through a network, provided that you have purchased rights to use a Licensed Copy for each workstation that will access Jaijo software through the network.  For instance, if 8 different workstations will access Jaijo software on the network, you must purchase rights to use 8 Licensed Copies of Jaijo software, regardless of whether the 8 workstations will access Jaijo software at different times or concurrently.

All rights of any kind in Jaijo software which are not expressly granted in this License are entirely and exclusively reserved to and by Jaijo.  You may not rent, lease, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on, Jaijo software, nor permit anyone else to do so. You may not make access to Jaijo software available to others in connection with a service bureau, application service provider, or similar business, nor permit anyone else to do so.

3. General

This License is the complete statement of the agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements and arrangements.  This License shall be governed by the laws of the United Kingdom.  Exclusive jurisdiction and venue for all matters relating to this License shall be in courts and fora located in the United Kingdom, and you consent to such jurisdiction and venue.  There are no third party beneficiaries of any promises, obligations or representations made by Jaijo herein. Any waiver by Jaijo of any violation of this License by you shall not constitute, nor contribute to, a waiver by larks of any other or future violation of the same provision, or any other provision, of this License.

4. Customer responsibilities

4.1. Users must make sure that:
4.1.1. Their password(s) is secure and known only by them and must not be shared with anyone within or outside of their company.
4.1.2. They report any issues, bugs, glitches and security flaws found with the site.
4.1.3. They don’t log in to the site on a non-secure computer or network.

4.2. Branch and Agent Managers must make sure that:
4.2.1. They manage the settings of the agent or branch and users on the site.
4.2.2. They deactivate any user accounts that are no longer employees of their company or that should not have access to the site.
4.2.3. They don’t ask for another user’s password within or outside of their company.

5. Software Updates and Maintenance

5.1. We will update the site on occasion to add new features, fix bugs and improve the overall experience.

5.2. We will try to update the site with minimal system downtime.

5.3. We will endeavour to perform any maintenance that will cause downtime, outside of normal operating hours.

5.4. Emergency updates for maintenance or security reasons will be performed at any time regardless of the downtime involved.

5.5. If for whatever reason the site breaks/fails we will endeavour to reinstate within 48 hours (2 working days).

6. Misuse

6.1. Users must not attempt to access the site or any data on the site without permission or a Software Licence from the Company.

6.2. Users must not attempt to access or change any data stored on the site that is not owned by their company.

6.3. Users must not attempt to access or change any configuration settings without permission from the Company.

6.4. Users must not attempt to access any other user login that is not their own.

7. Restrictions

7.1. You may not access the Service if you are a direct competitor of Jaijo Ltd, except with prior written consent from the Company.

7.2. Any user accounts on Clarks Cloud must be assigned to an employee of the company and cannot be a generic account that any staff member can log in without prior written consent from Jaijo Ltd.

8. Data Storage

8.1. The data entered by the Customer will remain theirs, for the Company to store, however, they will grant the Company a non-exclusive, royalty-free and worldwide licence to host, use, distribute, modify (with one of the Customer’s staff members consent), copy and publicly display their content.

They can end this licence at any time by deleting their content or closing the account with the Company. The Customer must be aware that, for technical reasons, any content deleted may persist for a limited period of time in the Company’s database backups.

8.2. All data stored will remain non-public unless:

8.2.1. The property is set to published. On publication of a property, the details and media items are made public and will be fed to any of the portals and website set up with a data feed. Please note, for privacy reasons, not all data attached to a property will be uploaded e.g. Vendor contact details, property history, matches etc.

8.2.2. The file, document or data is written into or uploaded to the “Events Correspondences” section where the files, documents or data is publicity stored without password or encryption protection at any time. The only form of security of any files, documents or data hosted is their file name or UUID link (Security by Obscurity). The site should never be used to store private/confidential documentation such as passports, driving licenses, national insurance details, payslips etc.

8.2.3. A user sends the data out from the system via SMS or Email.

8.3. The Company can not be responsible for the security of data that is not stored solely on the site.

8.4. The Company will perform daily backups of all data stored in the site’s database so that in the event of corruption of data or server failure etc. the service can be restored to the date of the last available backup. The backups cannot be used to recover deliberate or accidentally deleted data.

8.5. All data is stored on servers within the UK or EU.

Server Use (Web Hosting & Email)
Section 3

1. Jaijo Ltd do not provide web-hosting services.  Sites and email management will be hosted by one of our preferred web-hosting suppliers.

2. Jaijo Ltd reserves the right to refuse service and /or access to its servers to anyone.  Jaijo Ltd do not allow any of the following content to be stored on its servers:

2.1. Illegal Material – This includes copyrighted works, commercial audio, video, or music files, and any material in violation of any British laws or regulations.

2.2. Adult Material – Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of “adult material” is left entirely to the discretion of Jaijo Ltd.

2.3. Warez – Includes pirated software, ROMS, emulators, phreaking, hacking, password cracking, IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide “links to” or “how to” information about such material.

3. Support

We will endeavour to provide a continuous high quality service. If you experience problems with your service, you should consult your technical documentation to try and resolve the issue, if that fails contact your systems administrator and if that fails to resolve your problem, you can contact our help desk on 01344 867170 option 2 between 9am and 5:30 pm Monday to Friday excluding Bank Holidays.

Please note we may require suspension of some of our services for short scheduled periods to carry out maintenance or repair to our services.

4. Reselling of Services

All accounts other than our Reseller Accounts are to be used by the primary owner only, and do not allow the holders to resell, store or give away web-hosting services of their website to other parties.

Web hosting services are defined as allowing a separate, third party to host content on the owner’s web site. Exceptions to this include ad banners, classified ads, and personal ads.

5. Scope of Services / Use / License
All rights of any kind in Jaijo Ltd software, code or routines which are not expressly granted in this License are entirely and exclusively reserved to and by Jaijo Ltd.  You may not rent, lease, copy, distribute, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on Jaijo Ltd software, code or routines, nor permit anyone else to do so. You may not make access to Jaijo Ltd software, code or routines available to others in connection with a service bureau, application service provider, or similar business, nor permit anyone else to do so.

6. Unlimited Use Policy

High bandwidth usage: Jaijo Ltd may find a customer to be using server resources to such an extent that he or she may jeopardise server performance and resources for other customers. In such instances, Jaijo Ltd reserves the right to impose the High Resource User Policy for the consideration of all customers.

7. High Resource Use Policy

Resources are defined as bandwidth, processor utilisation or disk space. Jaijo Ltd may implement the following policy to its sole discretion:

7.1. When a website is found to be monopolising the resources available Jaijo Ltd reserves the right to suspend that site immediately. This policy is only implemented in extreme circumstances and is intended to prevent the misuse of our servers. Customers may be offered an option whereby Jaijo Ltd continues hosting the website for an additional fee.

8. Domain Name Registration and Renewals

8.1. Jaijo Ltd or the web-hosting company accepted no ongoing responsibility for re-registering the name or otherwise ensuring that it remains in force.

8.2. Jaijo Ltd or the web-hosting company do not accept responsibility for any rights breaches caused by the registration in any form whatsoever or howsoever caused.

9. Virus Scanning of Emails

In particular, there is no warranty for virus scanning feature. If this feature is enabled on the customers email management no guarantees whatsoever are given for the feature to work or give protection against computer viruses howsoever introduced into the system.  (It simply runs external programs that claim to perform this function.)   Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it.  The user must assume the entire risk of using the program.  This disclaimer of warranty constitutes an essential part of the agreement.

10. Website Hosting – Virus/Cyber Attacks/Unauthorised Access

If we are hosting your website via one of our preferred 3rd party providers, the hosting fee is for rental space & minor support/enquiries. Any problems requiring significant time to investigate or rectify will be charged at our hourly rate. Please also note that no refunds will be given for any downtime in services, as although rare, these events can and do occur if for example, the hosting provider are undertaking essential maintenance work. Whether we host your site on our preferred partners site or your hosting is with another 3rd party, we cannot be held responsible for any virus’s attacking your site. Whilst we take measures to safeguard your site, it is something that can still happen. We will charge at our hourly rate to clean, recover and restore any website attacked by a virus or having been accessed by an unauthorised person or persons or by an automated system.

Design Services
Section 4

General Working Agreement
This section defines the terms and conditions of our working relationship. All projects or services that Jaijo Ltd may be contracted to produce or provide for client will be subject to the following:

1. Defining The Project
Prior to the commencement of any work, the scope of the project will be agreed together with fees relating thereto.The clients approval (written or oral) will constitute an agreement between us. Should the client extend or amend the scope of the work, Jaijo Ltd reserve the right to charge additional fees on a quantum meruit basis.

2. Quotations
Quotations are valid for a period of 4 weeks. If a quotation has been accepted & work commenced, the initial quote will be valid for a period of 6 months. If work is delayed by the client (for example, failure to approve design or provide content within a reasonable period etc) & such delays mean the project has been ongoing for a period of 6 months or more, the project may be subject to any price increases that Jaijo Ltd have implemented during that time. Advance notice of this will be given. Jaijo Ltd will include a certain amount of imagery within the quotation but reserve the right to make an additional charge if the number of images required is excessive, advance notice of this will be given. Where fixed price commissions are undertaken (e.g website design), if changes are requested once approval has been given by the client, Jaijo Ltd reserve the right to make an additional charge. In exceptional circumstances where Jaijo Ltd believe the client is requiring unreasonable demands on their time to complete the work, they reserve the right to apply an additional fee. Due notice of this will be given beforehand.

3. Design Concepts
For work charged on a non time basis (for example website design), Jaijo Ltd undertake to provide up to 3 design concepts. Should the client not accept any of these, Jaijo Ltd reserve the right to charge additional fees on an hourly rate basis, at the appropriate rate.

4. Deposits/Payment
A non-refundable deposit of either £650+VAT or 50% of the estimated bill (whichever the greater sum) will be taken in respect of website design before commencement of the project. All subsequent balances are payable within 14 days of our submitted invoice and prior to the site going live. For work charged on an hourly rate basis, payment is due upon approval of the artwork or earlier by agreement. In some circumstances, Jaijo Ltd may require a deposit in advance but this will be discussed and agreed prior to work commencing.

5. Out-Of-Pocket Expenses
Fees for professional services do not include out of pocket expenses such as, but not limited to, printing, shipping and handling or courier service, which will be charged in addition. All such expenditure will be itemised on each invoice. Once the project has commenced, if site meetings at clients premises are required, Jaijo Ltd reserves the right to charge additional fees on a time basis.

6. Revisions And Alterations
New work requested by the client and performed by Jaijo Ltd after a proposal/estimate has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a proposal revision memo to you, and a revised additional fee must be agreed to by both parties before further work proceeds. Author’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates.

7. Overtime
Estimates are based on a reasonable time schedule, and may be revised to take into consideration your “Priority Scheduling” requests requiring overtime and weekends. Knowledge of your deadlines is essential to provide an accurate estimate

8. Nature Of Copy
The client agrees to exercise due diligence in its direction to us regarding preparation of materials and must be able to substantiate all claims and representations.You are responsible for all trademark, service mark, copyright and patent infringement clearances.You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.

9. Errors And Omissions
It is the client’s responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. Jaijo Ltd is not liable for errors or omissions.Your signature or approval via email or that of your authorised representative is required on all mechanicals or artwork prior to release for printing or other implementation.

10. Telecommunications
Jaijo Ltd is not responsible for any errors, omissions or extra costs resulting from faults in the telephone, cable, satellite network or from incompatibility between the sending and receiving equipment.

11. Property and Supplier’s Performance
Jaijo Ltd will take all reasonable precautions to safeguard the property you entrust to us. In the absence of negligence on our part, however, we are not responsible for loss, destruction or damage or unauthorised use by others of such property. We will use our best efforts to ensure quality and timely delivery of all printed pieces. Although we may use our best efforts to guard against any loss to you through the failure of our vendors, media, or others to perform in accordance with their commitments, Jaijo Ltd is not responsible for failure on their part.

If you select your own vendors other than those recommended by us, you may request that we coordinate their work, we will accommodate this if at all possible. Please note, with all third party suppliers, whether recommended by Jaijo Ltd or not, we cannot in anyway be held responsible for quality, price, performance or delivery.

12. Over Runs And Under Runs
The client will accept over runs or under runs that do not exceed 10% of the quantity ordered on all jobs. Jaijo Ltd will bill for actual quantity delivered within this tolerance. If the client requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.

13. Maintenance Fee
Jaijo Ltd will charge an annual fee to cover ongoing maintenance & security updates to your site as & when needed. The cost of this will be dependent upon the size and complexity of the website in question and the level of updates required by the client.

14. Search Engine Rankings
Jaijo Ltd will undertake all reasonable steps to maximise & maintain the client’s existing Google ranking when creating a new website, but ultimately this lies outside of our control & we cannot therefore offer any guarantee in respect of this.

15. Lien
All materials or property belonging to the client, as well as work performed, may be retained as security until all just claims against the client are satisfied.

16. Rights Of Ownership
Once a project has been delivered by Jaijo Ltd and is fully paid for by the client, Jaijo Ltd will assign the rights of the final artwork/design to the client (with the exception of images purchased on their behalf from a 3rd party provider, such as shutterstock). Final artwork does not include any preliminary ideas/ drafts, work or sketches, the rights of such work remains with Jaijo Ltd.

All designs, images and concepts provided by Jaijo Ltd are for use by the client within their business, and cannot be given or sold to, nor used by, any 3rd party, without Jaijo Ltd’s express consent, unless the business is being sold in it’s entirety.

We reserve the right to photograph and/or distribute or publish for our firms promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio, firm news letter, brochures, slide presentations and similar media.

We agree to store digital artwork for a period of 6 months beyond the delivery of a job. Thereupon, we reserve the right to discard them.

17. Term And Termination
The term of this agreement will continue for work in progress until terminated by either party upon thirty (30) days written notice. If the client should direct Jaijo Ltd at any time to cancel, terminate or “put on hold” any previously authorised purchase, we will promptly do so, provided they hold us harmless for any cost incurred as a result. Upon termination of this agreement, Jaijo Ltd will transfer to the client all their property and materials in our control and for which they have paid. Termination is subject to the client paying Jaijo Ltd for time spent to date on a quantum meruit basis. The client will indemnify and hold Jaijo Ltd harmless for any loss or expense (including legal fees), and agree to defend Jaijo Ltd in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to assertions made against the client and any of its products and services arising from the publication of materials that we prepare and you approve before publication.

18. Production Schedules
Production schedules will be established and adhered to by both the client and Jaijo Ltd, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the client or the Jaijo Ltd. Where production schedules are not adhered to by the client, final delivery date or dates will be adjusted accordingly. Where production schedule is delayed for 2 weeks or more due to the failure of the client to deliver requested content or approve work submitted, then Jaijo Ltd reserves the right to invoice the client for the work completed to date.

All initial amendments to work are to be provided by the client in one batch & then one final round of amendments can be made once these have been implemented. We reserve the right to make an additional charge if we receive repeated batches of amends, to reflect the additional cost to Jaijo Ltd.

With respect to websites, Jaijo Ltd will commence work on the design upon receipt of the deposit. The client must provide all content needed to complete the site before the project can move onto the next stage i.e the website build.

19. Retainer Contracts ONLY
30 days notice is required to terminate the contract by either party. Payment is to be made monthly in advance. Any unused hours may not be carried forward to subsequent months. Any additional time spent outside of the agreed hours will be billed at our standard hourly rate. Jaijo Ltd will notify you of this in advance.

20. Additional Provisions
The validity and enforceability of this agreement will be interpreted in accordance with English laws and practice. This agreement is our entire understanding and may not be modified in any respect except in an executed agreement.

If we must retain lawyers to collect our invoices, we will be entitled to reasonable legal fees, court costs, and interest at the maximum rate permitted by law.

GDPR
Section 5

Jaijo Ltd’s Data Protection Officer is Lindsay Taylor.

1. By agreeing to these terms, the Customer consents to the Company storing & processing their data to enable the working relationship. The Company are not responsible for ensuring the Customer’s business and or website is GDPR compliant. It is the Customer’s responsibility to gain their client’s consent and anyone providing data to their business, to share their data with third parties (in this instance, Jaijo Ltd) prior to sharing such data. The Company will have access to such data for the purpose of managing various services for the Customers including but not limited to; software, website, social media accounts and email marketing services.

2. Any such data received by the Company will be securely stored. If the Customer grants the Company access to manage their email accounts via Namesco or Fasthosts, they must be aware that the Company will have access to their inboxes.

3. The Company will only act on the written instructions of the Customer (unless required by law to act without such instructions) and will only use any data provided for the purposes outlined in these terms. Please refer to the Company’s website to review the Privacy Policy for more information on how the Company stores, processes and protects the Customer’s data.

4. The Company agrees to take appropriate measures to ensure the security of the processing and any data received. The Company will assist the Customer in meeting their GDPR obligations in relation to the security of processing and the notification of personal data breaches.

5. The Company agrees to return or destroy any data received upon termination of the contract by either party. The Company will only engage a sub-processor with the prior written consent of the Customer. Nothing within this contract relieves the Customer of its own direct responsibilities and liabilities under the GDPR.