Terms and Conditions

For your convenience I have published our terms and conditions in sections. Each section deals with a particular aspect of the services we offer. If you have any questions about these please feel free to get in contact.

General Terms & Conditions

The supplier (us)

ZARETTI Consulting Limited a company incorporated in England under number 5101695 and whose registered office is at ZARETTI Consulting Limited, 5 Heronsbrook, Naccolt, Ashford, TN25 5NS. ("the Supplier")

The End-User (you)

This is any organisation/company/sole trader/partnership/individual/charity or other recognised entity wishing to receive support, services and consultancy from ZARETTI Consulting Limited. The specifics of such services shall be referred to as "an Agreement"

Wheras:

(A) The End-User has identified a need for expert help and assistance in the performance and completion of the Services.

(B) The Supplier has the required level of expertise and has agreed to provide the required assistance on the terms of this Agreement.

It is hereby agreed that:

  1. Except in respect of death or personal injury caused by the Provider's negligence, or as expressly agreed in writing between the parties, the Provider shall not be liable to the End-User by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, other than under the express terms of this document, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Provider, its servants or agents or otherwise) which arises out of or in connection with the provision of the Service or its use by the End-User.
  2. Except in respect of death or personal injury caused by the Provider's negligence, or as expressly agreed in writing between the parties, the entire liability of the Provider under or in connection with this Agreement or the Services shall not exceed the amount of the Provider's total anticipated charges for providing the Service(s).
  3. Except in respect of death or personal injury caused by the Provider's negligence, where the provider hosts any IT services on any hardware, the provider shall not be liable for any loss of earnings arising from unavailability of service caused by a failure of one or more parts of the hardware, networking or software infrastructure.
  4. The parties to this proposal are independent entities and nothing in a proposal to provide services or by virtue of performing services shall be taken as creating a relationship of agent to principal, employer to employee, partnership or joint venture between the Provider and/or any of its consultants and the End-User. Neither party shall be entitled to enter into agreements or other arrangements on behalf of the other.
  5. The Provider shall not be liable to the End-User or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Providers obligations in relation to the Service, if the delay or failure was due to any cause beyond the Provider's reasonable control.
  6. These terms represent the agreement between the parties and supersede any previous representations or agreements whether recorded in writing or otherwise.
  7. Both parties must agree that these terms are fair and reasonable in all the circumstances before commencing service.
  8. It is agreed that this Agreement will be governed and construed according to the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English Courts.
  9. In consideration of the payment of the Specified Sums by the End-User to the Supplier, the Supplier shall provide the Services.
  10. The End-User is under no obligation to offer work to the Supplier and the Supplier is under no obligation to accept any work which may be offered by the End-User. Neither party wishes to create or imply any mutuality of obligation between themselves either in the course of, or between, any performance of Services.
  11. The Supplier reserves the right to update these terms and conditions. Each update shall be dated and previous versions will be made available.

1. Interpretation

  1. Intellectual Property shall mean all inventions, discoveries, work product, patents, design rights (registered or unregistered), trademarks, copyright, trade secrets and/or confidential know-how.
  2. Work Product means all final results of labour, technical information, images, media and data produced by the Supplier, its employees, agents or permitted sub-contractors in performance of and delivery of the Services or Products produced therein. Work Product does not include:
    1. any Intellectual Property in any improvements to the Supplier's methods, processes and/or technology used in performing the Services.
    2. The raw data files, preliminary artwork, unedited media, design documentation or any such intermediate substrate developed in the production of the Work Product.
    3. Any software, licenses, physical materials or hardware used in the development of the Work Product.
  3. Services means any goods, work product, services and/or advice provided by the Supplier to the End-User as detailed in the Schedule to this Agreement.
  4. Specified Sum means the agreed consideration to be paid by the End-User to the Supplier as detailed in the Schedule to this Agreement.
  5. Supplier's personnel includes employees, sub-contractors, agents and substitutes of the Supplier.
  6. End-User's personnel includes employees, sub-contractors, agents and substitutes of the End-User.
  7. A normal working day is 8 hours between 9am to 5:30pm allowing 30 minutes for lunch; Monday to Friday excluding bank holidays and national holidays.
  8. Out of hours work is any work commencing before 9am or after 5:30pm Monday to Friday or any work carried out on bank holidays, national holidays and weekends.

2. Intellectual Property (IP)

This section describes the IP terms and conditions which apply to provision of services.

  1. Unless agreed otherwise in writing between the End-User and the Supplier:
    1. The End-User shall retain ownership of all Intellectual Property Rights of whatever nature and, if registrable, whether registered or not, in the documents or other material and data or other information provided to the Supplier in the context of this Agreement. For the avoidance of doubt, the End-User shall not be deemed to have granted the Supplier any license to use the documents or other material and data or other information other than for the purposes of this Agreement.
    2. All Work Product will belong to the End-User. No royalty or other payment will be due to the Supplier, its officers, employees, agents or permitted sub-contractors from the End-User in respect of any Work Product and the Supplier will ensure that the person(s) concerned will at the End-Users request, assign to the End-User or its nominee the title to all Work Product and execute all documents and do such other acts and things as may be reasonably required in connection with the registration, protection and/or maintenance of any Intellectual Property in the Work Product.
    3. The Supplier grants to the End-User a royalty free, world-wide, non-exclusive license to use any Intellectual Property owned by or licensed to the Supplier which is necessary for the End-User to use the Work Product in the context of carrying out the business for which the Work Product was intended.
    4. The Supplier grants to the End-User a royalty free, world-wide, exclusive license to use any Intellectual Property handed from the Supplier to the End-User as Work Product for the End-User. For the avoidance of doubt it is recognised that the End-User is free to use the Work Product for a wider range of uses including distribution to affiliate companies, to members of their supply chain, partners and other commercially involved parties.
    5. For the avoidance of doubt nothing in this agreement shall give the Supplier any rights in relation to any of the End-User's or its Associated Companies' business processes or products.
  2. The Supplier warrants to the End-User that:
    1. No documents or other material and data or other information and devices or processes will be provided by the Supplier for use in the provision of the Services which infringe any third party intellectual property rights;
    2. Any documents or other materials created by the Supplier in the provision of the Services for use by the End-User will be original and created specifically for the End-User. Where stock images are used the Supplier shall ensure that the rights to use the images are in place.
    3. The End-User warrants to the Supplier that no documents or other material and data or other information and devices or processes will be provided by the End-User to the Supplier for use in the provision of the Services which infringe any third party Intellectual Property Rights.
    4. In the event that a claim for the infringement of third party Intellectual Property Rights is made or intimated against the Supplier in relation to documents or other material, data and other information or devices and processes provided to the Supplier by the End-User for use in the provision of the Services or which the End-User dictated should be used by the Supplier in the provision of the Services, the End-User shall indemnify the Supplier against any and all costs, expenses, damages or other losses suffered or payments made by the Supplier in connection with the claim and any associated judgement or settlement.

3. Specified Service

  1. The Supplier shall provide the Services to the End-User subject to the terms of this Agreement.
  2. Because of the creative nature of the work to be undertaken by the Supplier, both parties accept that it may be necessary to alter or adapt the Services.
  3. The Supplier shall take all reasonable steps to comply with any timetable or other targets for progress or delivery of the whole or any agreed part of the Services or the completion of the Services agreed in writing between the parties.
  4. The Supplier may at any time and without giving the End-User prior notification make any changes to the Services that are necessary to comply with any applicable safety or other statutory requirements, or make any changes to the Services that do not materially affect the nature or quality of the Services. In such circumstances, the Supplier reserves the right reasonably to revise the Specified Sum in the light of such changes.

4. End-User's Obligations

  1. The End-User shall, at its own expense, provide the Supplier with all documents or other materials and data or other information necessary for the completion of the Services, in sufficient time to enable the Supplier to provide the Services in accordance with any timetable or other target for progress or completion agreed in writing between the parties.
  2. In such a case where a fixed fee for a specified scope of delivery has been defined and the delivery of the service is delayed by the End-User not providing necessary documents, materials, data or information needed for the completion of work, then the Supplier shall notify the End-User and give 1 days notice before raising an interim invoice based on the greater of 25% of the total amount outstanding or the percentage of work that has been completed. The balance will then be invoiced once the End-User has provided the missing content and the outstanding work is completed by the Supplier.
  3. The End-User shall be responsible for the content of all documents or other materials and shall ensure the accuracy of all data or other information provided to the Supplier in the course of this Agreement.
  4. The End-User shall, at its own expense, retain duplicate copies of all documents or other material and data or other information provided to the Supplier and/or its personnel and shall insure against its accidental loss or damage. the Supplier shall have no liability for any such loss or damage, howsoever caused.
  5. The End-User shall ensure that the Supplier and its personnel are accorded sufficient access to any of the End-User's premises, information, data or personnel and use of any equipment that is reasonably necessary for the completion of the Services.
  6. The End-User shall ensure that the End-User and the End-User's staff and premises comply with all relevant legislation or other regulations relating to health and safety matters and shall ensure that the Supplier's personnel are provided with a safe working environment. In this context, the End-User shall:
    1. Ensure that valid and adequate Public Liability Insurance remains in force throughout the duration of this agreement; and
    2. Ensure that the Supplier and the Supplier's personnel are not prevented from complying with any relevant legislation or regulation.
  7. The End-User shall not take on any direct control over or responsibility for the Supplier's personnel. In particular, the End-User acknowledges that the Supplier's personnel are professionals who will use their own initiative as to the manner in which the Specified Service is delivered and will not be subject to, or to the right of, supervision, direction or control as to the manner in which they render the Specified Service.
  8. The End-User acknowledges and accepts that the Supplier is in business on its own account and therefore may be engaged by other parties during the same period as it is performing the Services.
  9. Either prior to or during the provision of services the End-User must disclose if they are going into liquidation, filing for bankruptcy, makes a voluntary arrangement, or has a receiver or administrator appointed.

5. Supplier's Obligations

  1. The Supplier will make all reasonable efforts to ensure that the Services are completed in accordance with any timetables or other targets agreed with the End-User.
  2. The Supplier may obtain or provide extra resources (whether in the form of equipment or personnel) of the requisite standard in order to ensure that the Service are completed in accordance with the End-User, if, in the Supplier's sole discretion this is appropriate in order to comply with any agreed timetables or targets set out in the Schedule to this Agreement.
  3. The Supplier shall have the right to supply one or more substitutes of equivalent expertise to work in place of the Supplier's original personnel. the Supplier acknowledges that the End-User has an absolute right to refuse to accept the substitute personnel.
  4. Where substitution occurs, the other terms and conditions of this contract, and in particular (but not limited to) the Specified Sum and the timetable of the project, will remain unchanged, unless otherwise agreed by both parties in writing. For the avoidance of doubt, the Supplier shall be responsible for the payments and expenses of the substitute personnel.
  5. In the event that the Supplier cannot provide either the original personnel or acceptable substitute personnel, the End-User is entitled to terminate this Agreement forthwith, upon payment of any work or part therof conducted in the delivery of the Service.

6. Termination of Contract

  1. Either party may terminate an Agreement by giving 7 days written notice to the other party in the event that:
    1. either party is in breach of the Agreement and fails to remedy such breach (if capable of remedy) within 7 days after receiving notice from the other party;
    2. the other party goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
  2. The Supplier may terminate an Agreement:
    1. by giving the End-User seven days notice if the End-User is in default of any agreed payments under this Agreement and has failed to remedy that default within 7 days of receiving a formal demand from the Supplier;
    2. by giving the End-User 7 days notice if the End-User fails to accord the Supplier the reasonable access to premises, equipment, personnel or other information required for the Supplier to perform the Services;
    3. by giving the End-User 7 days written notice if, in the Supplier's opinion, it is no longer appropriate for the Agreement to continue in force.
  3. The End-User may terminate this Agreement:
    1. Forthwith if, in the End-User's opinion, acting reasonably, the Supplier fails to provide an acceptable level or quality of service.
    2. In the case of a time based service contract, the End-User is free to terminate the contract at any time upon payment of an early release fee of 25% of the outstanding future months support costs plus full payment for the current month.
  4. In the event that this Agreement is terminated before the completion of the Services, the Supplier shall be entitled to payment by the End-User for work completed on a quantum meruit basis.

7. Warranties

  1. The Supplier warrants to the End-User that the Services will be provided using the degree of care and skill that the End-User should reasonably expect from a specialist company that has agreed to perform the Services and, as far as reasonably possible, in accordance with the Schedule to this Agreement and any timetables or other targets agreed.
  2. Where, in connection with the provision of the Specified Service, the Supplier supplies any goods supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the End-User the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
  3. The Supplier warrants that, in so far as it is aware, all information regarding the Supplier's personnel's expertise, experience and qualifications provided to the End-User is complete and accurate and up to date.
  4. The Supplier warrants that it will, when utilising any of its own equipment or intellectual property in carrying out the engagement, ensure that any security requirements reasonably required by the End-User are complied with.

8. Limitation of Liability

  1. The Services have been negotiated and agreed by the Supplier with the End-User in the context of information provided by the End-User as to the End-User's particular needs and requirements. Therefore:
    1. The Supplier shall have no liability to the End-User for any delay, loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by the End-User which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the End-User;
    2. The Supplier shall have no liability to the End-User for any loss, damage, costs, expenses or other claims for compensation arising from the End-User making use of the Services for any purpose not clearly disclosed to the Supplier; or from the End-User allowing a third party to make use of the end products of the Service;

9. Confidentiality

  1. Both parties will take all reasonable steps to ensure that any documents or other materials and data or other information which are supplied to the other party in the provision of the Services whether they are clearly marked as confidential or not remain confidential to the parties. Such information will only be made available by the parties to those personnel who have a reasonable need to know of it and the documents or other materials and data or other information or copies thereof will not be made available to any third parties. Either party is entitled to demand the return of all copies of any such documents or other materials and data or other information within seven days by giving the other party written notice. For the avoidance of doubt, all documents, materials, data and information will be assumed to be confidential.
  2. In this agreement "Confidential Information" shall mean all Work Product and all information, data and materials relating to the services provided, the research activities, the products, business affairs, or other operations of the End-User which are disclosed to the Supplier by or on behalf of the End-User and marked confidential or if disclosed orally declared confidential, or which the Supplier knows or ought reasonably be aware are confidential.
  3. This obligation of confidentiality will remain in force beyond the cessation or other termination of this Agreement.
  4. On the cessation or earlier termination of this Agreement, each party shall return to other all documents or other material containing the Confidential Information.
  5. This clause shall not apply to any documents or other materials and data or other information which are already in the public domain at the time when they are provided by either party, and shall cease to apply where either party is required by law to make a disclosure or if at any time the information becomes public knowledge through no fault of the other party.
  6. Both parties undertake that any information which is received from the other party in the provision of the Services will only be used for the purposes of this Agreement.

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Time Based Support

Time based support is whereby we, the Supplier, provide one or more consultants as a time based resource to you to provide support and services. The amount of time per month and the duration of the contract are pre-determined.

Duration of Time Based Support Contract

  1. The Agreement shall commence from the date agreed freely by both parties and recorded by signature and shall remain in force until the Services described in the relevant service type description are completed or in accordance with the Agreement unless terminated early under the terms of this Agreement by either party.

Provision of Service

  1. Unless stated otherwise, the client may carry over 20% of unused support into the next month provided that:
    1. The current month has not had time carried over into it.
    2. The current month is not the last month of the contract.
    3. All invoicing is up-to-date and no payments are overdue.
    4. The carried over time is used up after the next month's allotment is used.
  2. Time Based Support does not preclude the Client from receiving other forms of support such as Ad-Hoc or Fixed Price.

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Digital Marketing Activity

For many clients we provide digital marketing services which include social media marketing (SMM) activities. Typically this work includes:

  1. Adding and updating website pages on the End-User's website(s).
  2. Managed Social Media Marketing activity on the End-User's social networking sites.
  3. Custom graphics design for social marketing.
  4. Analytics analysis and consulting.
  5. Copy writing for blogs and web pages.
  6. Social network site branding.
  7. Search Engine Optimisation (SEO) activity.
  8. Social Media Marketing training.

Restrictions to Digital Marketing Activity

  1. The work will not include any bespoke software or database development, e learning programs, or complex undertakings. Any work which is already part of another support agreement will not fall under the scope of this support.

Liability & Responsibility

  1. The End-User agrees that they understand that this is a creative process and that the Supplier makes no guarantees as to the results.
  2. The Supplier will act in a professional manner and conduct themselves appropriately when representing the End-User.
  3. The End-User releases the Supplier from any liability for any content they provide for websites, design work, copywriting, multimedia or social networking activity.
  4. All other aspects of terms and conditions relating to Intellectual Property Rights, Confidentiality and Liability remain in effect.

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Fixed Price Work

Fixed price work is defined as delivering a pre-defined scope of work for a fixed price.

  1. The scope of the work must be defined and agreed by both parties before work commences.
  2. If, once scope has been agreed, the End-User makes any changes to a part or whole of their system(s) which would increase the amount of work the Supplier has to do to deliver the agreed scope;
  3. OR it becomes clear once work has begun that additional work to cover unknown or undisclosed aspects of the system(s) is required. THEN:
    1. The Supplier can charge an additional fee, proportional to the existing quote, to cover the additional work. This fee must be agreed by mutual consent with both parties before any remedial work is began.
    2. If the remedial fee is not agreed then the Supplier can terminate the agreement and hand over all work done up to that point once the outstanding balance for the percentage of work completed has been paid in full by the End-User.
    3. The Supplier must inform the End-User immediately if they believe a remedial fee will be required.
  4. Prior to work commencing a non-refundable deposit of 40% of the total price must be paid in full unless a different arrangement has been agreed by both parties.
  5. If the project is divided into multiple deliverables (a.k.a Phases) THEN:
    1. Work on each subsequent phase is only started once the previous phase has been paid in full.
    2. After each phase both parties have the right to renegotiate the costs and delivery schedule of future phases if, the delivery of the current phase brings to light any factors that alter the assumed amount or complexity of work needed to deliver future phases.
  6. Where there is a delivery schedule in place, the Supplier shall not be responsible for any delays in delivery caused by a failure of the End-User to provide any required materials, content, information, system access or such as needed to carry out the work.
  7. Where a delivery schedule has been set the Supplier must make every professionally reasonable effort to meet this schedule. If there is a reason why the expected schedule can not be met then the Supplier must inform the End-User immediately.
  8. Where a delivery schedule has been set, the End-User understands that, by the very nature of the work undertaken, this schedule is an estimate and not a guarantee.

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Invoicing & Payment

  1. All prices are quoted in GB Sterling and are excluding VAT which is added, as appropriate, at the full rate specified by the HMR&C (UK Government).
  2. The End-User agrees to pay the Provider's invoices in full within 30 days of issue of an invoice, assuming there is no bona fide commercial dispute. If there is such a dispute then that part of the total invoice that is not subject to dispute must be paid by the End-User within 30 days and both sides must act in good faith to resolve the dispute expeditiously.
  3. Payment in full means that the full amount of outstanding monies has been transferred to the suppliers bank account (as defined in the specific invoice) and is cleared for withdrawal.
  4. At least 6 working days are needed for cheques to be processed and cleared once received at the Supplier's payment office (as indicated on the invoice). It is the responsibility of the End-User to ensure the cheque arrives at the Supplier's payment office in due time.
  5. In the case where there is no bona fide commercial dispute, the Provider is entitled to charge interest to the End-User on any outstanding amounts at the rate specified in section 4.5 as determined under the Late Payment of Commercial Debts (Interest Act 1998). Such interest will begin to accrue from 30 days after the date agreed for payment under this Agreement and will continue to accrue until judgement or sooner payment. There may, at the Suppliers discretion, be a single administration fee for late payment of £25.00 (excl. VAT)
  6. The rate of interest is the official dealing rate of the Bank of England (the base rate) +4%, using the appropriate "reference rate" as set by the Bank of England.
  7. In the event that there is a delay in finishing an agreed scope of work, and such delay is caused by the End-User, then ,provided there is no bona fide commercial dispute, the Supplier shall be at liberty to raise an invoice for the percentage of work that has been completed. Once the delayed work is complete then the outstanding balance will be invoiced.
  8. Invoices will be raised electronically in the form of an email which alerts the End-User of the presence of an invoice on our online invoicing system. It is the responsibility of the End-User to process received emails. The End-User can log in to the online system at any time and review previous and pending invoices. The system will track the date and user details when the invoice has been first viewed. It is the responsibility of the End-User to monitor their email account(s) that receive the invoice emails and to inform the Supplier immediately if this account(s) needs to be updated.
  9. The supplier will track the date and identity of the individual logging into the Online invoicing system to view the invoices for the purpose of auditing. This information is kept confidential.
  10. Overseas End-User's pay by PayPal transfer or Electronic Banking and must cover any transaction fees incurred, so that the final amount less any fees and charges, deposited into the Suppliers account is equal to the full amount invoiced.
    1. How to pay using PayPal

    2. When the End-User views their invoice online they will be presented with a PayPal button which will allow them to easily pay using PayPal. This will automatically calculate and adjust the amount for the fees as indicated below.
    3. For each transaction, PayPal charges a small percentage and a fixed amount. These are 3.4%+£0.20.
    4. The final payment the End-User makes to the Supplier should have these charges added.
    5. To understand how the actual amount is calculated for PayPal transfers the End-User can use this simple formula:
      • i is the Invoice amount e.g. £100.00
      • p is the Percentage charge e.g. 0.034
      • f is the fixed price charge e.g. £0.20
      • The total to pay = i + (p*i + f) + (p*i +f)*p
      • e.g. total 103.72 = 100.00 + (0.034*100.00 + 0.20) + (0.034*100.00 + 0.20)*0.034
  11. The Supplier will only invoice in GBP sterling because the Supplier must present accounts in GBP sterling to HMRC. Because inter-currency exchange rates are constantly changing then all invoices are raised in GBP sterling to ensure the amount received equals the amount invoiced. The End-User must ensure that the correct amount is paid at the time of payment. The correct exchange amount is automatically calculated by PayPal, making PayPal an easy option for overseas payments.

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Spread Payment & Plans

Subject to approval by the Supplier the End-User may be given the option to pay for a service in payment instalments. This section explains the terms and conditions of such an agreement which is known as a "Spread Payment Plan" or "Payment Plan".

  1. Each instalment is treated as a separate payment governed by the Invoicing & Payment terms and conditions above.
  2. A "spread payment plan" refers to a single group of invoices relevant to an agreed scope of work. Any other invoices raised prior to, during, or after the plan period are unaffected by the "spread payment plan".
  3. The End-User agrees that they do not have ownership of those parts of the "work product" that they would normally be entitled to until such time as all the invoices and any late payment penalties have been paid in full.
  4. While The Supplier appreciates that mistakes may happen. The Supplier shall terminate the service immediately if the End-User fails to make payment of any part of the Payment Plan on time and the Supplier believes that the End-User does not intend to pay. In the rare event that the End-User has difficulty making a payment on time, it is their responsibility to contact The Supplier and satisfy the Supplier that the Contract is still in place.
  5. Since the payment plan is for payment of services/product already received the End-User acknowledges that they are in a binding contract. The End-User may terminate the contract by:
    1. Giving 30 days written confirmation to The Supplier of their intention to terminate the contract.
    2. The Supplier shall then raise a cancellation fee invoice amounting to 70% of the remaining balance of the payment plan.
    3. The service/product shall be withdrawn/shutdown.
    4. Once the cancellation fee has been paid in full then The Supplier shall confirm in writing that the contract has been terminated.
  6. The End-User can choose to pay off all outstanding invoices for the Payment Plan in one lump sum by notifying the Supplier in advance and giving notice of their intention to do so. The Supplier will then raise a final invoice for the outstanding balance.

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Late Payment Policy

When rolling out a website, email account, domain name registration, uploaded video or hosted service we may choose to "go live" prior to raising the invoice. This also applies to existing services that are due for renewal. In the event that the invoice is not paid on time we shall do the following:

  1. Contact the client by email to inform them their payment is now overdue.
  2. Suspend hosting of any associated website(s) in question or put in place a temporary holding page.
  3. Change the access passwords for sending and receiving email accounts. Emails will still arrive in the inbox and will not be lost.
  4. When payment is finally received in full and the service is re-instated we may at our discretion charge 1 hour of technical support for the work to reactivate the account.

If a further 30 days have lapsed from the invoice due date or the client does not respond and we have reason to believe they do not intend to pay then we shall at our discretion:

  1. Notify the client by email of the action taken.
  2. Cease hosting of the service.
  3. Delete all content including, files, images, databases, emails etc from our system.
  4. In the case of domain names we will assume full legal rights to use/resell the domain name.

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Links are an important aspect of online marketing. We (The Supplier) use a number of approaches to provide potential clients a way to discover our great service. These strategies often benefit both the Supplier and The End-User who benefits from free advertising and credibility by association.

  1. In the case where the product is a website which has been developed by the Supplier, the Supplier reserves the right to place a small link back to their website from the End-User's website. The link shall be discrete and typically be placed at the bottom of the page.
  2. The supplier reserves the right to place an image and short amount of text about the product or service provided to the End-User on the Suppliers website. This shall be linked to the End-User's website if the End-User wishes.
  3. The Supplier reserves the right to remain anonymous with respect to being identified as having provided services and products to the End-User. The end-user may not identify or otherwise associate themselves with the Supplier without the Supplier's consent.
  4. The Supplier reserves the right to include screen shots of publicly accessible aspects of the End-User's online product(s) as developed by the Supplier for the purpose of providing marketing materials, such as, but not limited to: blog articles, printed promotional material, case studies etc.
  5. The End-User accepts that no royalties will be due from the Supplier in payment for screen shots or other derived media from their online products in part of full.
  6. None of the above activities will be permitted if they cause either party to breach the Confidentiality or Intellectual Property rights of the other party as defined within this contract.

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Refund Policy

  1. Wesbite development work:
    1. Deposits are non-refundable.
    2. We may at our discretion provide a credit note against future work for the balance of a deposit.
  2. Website & Email Hosting:
    1. Payments for website & email hosting are non-refundable and non-transferable.
  3. Website Plugins
    1. Payments for website plugins are non-refundable and non-transferable.
  4. Multimedia Product (Filming, Photography etc.)
    1. Deposits for filming/photography are non-refundable. The Supplier may at their discretion provide credit note against future work.

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Domain Names & Renewals

  1. At the End-User's request we will register domain names on their behalf and we use a UK based company as our agent.
  2. The registrar details will be those of the Supplier.
  3. The Supplier incurs the costs of registration and will pass these costs on to The End-User. A small administration and handling fee equivalent to 20% of the registration fee set by the agent will be charged to the End-User. Any bulk registration discounts will be passed on to the End-User.
  4. Upon full payment of the invoice raised by the Supplier to the End-User, the Supplier shall hand over full rights and ownership of the domain name to the End-User for the duration of the registration period.
  5. If the End-User does not pay the invoice for registration in full within the time period indicated on the invoice to the Supplier, then the Supplier shall have exclusive non-revokable rights to the domain name and any sub-domains including the right to sell the domain name or re-use said domain names without exception.
  6. To prevent loss of domain names the Supplier shall automatically renew the End-User's domain names.
  7. If the End-User wishes to terminate a domain name registration then they will inform the Supplier in writing to the Suppliers head office 30 days or more before the renewal date of the domain.
  8. The Supplier shall not be liable for any losses or damages caused by a failure with the Agent or any relevant Domain Name governing body with respect to domain name registrations and renewals.

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Website Content, Web Plugins & Bespoke Website Development

The Supplier has developed a number of proprietary website plugins, and may also provide bespoke content authoring features, which provide the ability for the End-User to update the content of their websites directly.

Liability

  1. The Supplier shall not be liable for slander, treason, copyright infringement, legal claims, prosecution or any other legal action based on any content (images, text, documents, links, video, audio and the like) on any End-User website either:
    1. Provided as static content by the End-User;
    2. Uploaded to the website(s) via bespoke authoring mechanisms provided by the Supplier;
    3. Uploaded to the website(s) via Web plugins;
    4. Linked or Embedded into the clients site, where the actual content is originated in another site, for example youTube, twitter, facebook.
  2. In such an instance where a third party is in dispute with the End-User over any content on the End-User's site, we, the Supplier, shall comply with any legal rulings or requirements and remove the offending content once we are formally notified.
  3. If any third party has any dispute then they must contact the End-User directly. We, the Supplier, shall not act as a representative of the End-User.

Intellectual Property

  1. All content provided by the End-User remains the Intellectual Property of the End-User.
  2. The Intellectual Property consisting of the code, software, database structure, images, workflow and functionality of the Suppliers proprietary website plugins remains the sole property of the Supplier.
  3. The Supplier grants the End-User paid access to the proprietary website plugins and has the right to revoke access in the event that:
    1. The End-User is in arrears for hosting costs of the plugins or associated website service.
    2. The End-User has abused the service by posting illegal content.
  4. Any "bespoke" software development including code, database design, graphical content and text content commissioned and paid for in full by the End-User remains the sole property of the End-User.

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EMail

The Supplier may provide an email (electronic mail) service for use by the End-User. An email account means "a single email address and any aliases directed towards it".

Quotas and Limits

  1. The Supplier shall, at regular intervals, monitor the amount of space used by each individual account.
  2. A default limit of 1 Gig is imposed on each account.
  3. The End-User and Supplier can negotiate an increased limit, the fees and volume of which must be agreed by both parties.
    1. <1GB Included as standard for all email accounts unless specified otherwise by The Supplier.
    2. < 5GB space +£12.00 per annum
    3. < 10GB space +£20.00 per annum
    4. > 10GB, Price on request.
    5. The Supplier reserves the rights to alter these prices in line with inflation and infrastructure costs.
  4. While an End-User account is over 95% of their limit then the Supplier may send the End-User an alert email on a regular basis.
  5. If the End-User account goes beyond their limit and does not remedy the situation within 31 days of being alerted by email then the Supplier may take the following action:
    1. Notify the End-User in writing or by telephone that action is being taken.
    2. Give the End-User an opportunity to work with the Supplier to delete old emails or to increase the End-User's quota.
      1. The Supplier may at their discretion charge an administration fee of £25.00 for managing the remedial work for the End-User.
      2. The Supplier will alert the End-User if the administration fee is being applied.
    3. If the End-User does not agree to remedial measures then the Supplier shall disable access to the Email Account by changing the access password. Emails will still be received so no information will be lost.
    4. Once any outstanding fees have been cleared then the End-User will be given an opportunity to archive off their emails from the Supplier's server.
    5. The account will be removed, including all backups.

Spam and Illegal Activity

  1. The Supplier shall not be liable for the content of any emails sent by the End-User.
  2. The Supplier shall not monitor any content of any emails sent by the End-User.
  3. The End-User is responsible for understanding the law pertaining to emails, spam and junk.
  4. The End-User shall not use their email account for any illegal activity.
  5. Reporting Illegal Activity:
    1. Please report abuse or illegal activity to the Supplier by sending an email to admin@sparticlelimited.co.uk. Please mark the subject as "ABUSE".
    2. When reporting, please provide as much evidence and information as possible.
    3. We shall keep all contact information confidential for reports received.
  6. The End-User who owns the account where an allegation has been lodged against shall be informed of the allegation and be given 48 hours to remedy the situation.
  7. If they persist with illegal activity then the account shall be suspended immediately, subject to review.

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eCommerce

We provide online sales functionality as part of our proprietary website ecommerce plugin. The ecommerce product provides sales handling through third party service providers (Worldpay, PayPal).

  1. We accept no liability for loss or delay of revenue caused by:
    1. Failure in the service provided by the Revenue Handling Agent.
    2. Failure in the internet hardware, networking or infrastructure.
    3. Failure of the End-User to ensure the suitability of the product to meet any legal/tax requirements.
  2. ZARETTI Consulting Limited accept no liability, responsibility or governance over any ecommerce instance.
  3. We (ZARETTI Consulting Limited) provide the ecommerce service to the End-Users and are not responsible for the End-User's activity or conduct.
  4. The Spartcart module is provided as is.
  5. We the Supplier, do not act as your agent or account holder. Any and all contracts, implicit or explicit are between the End-User and the third party providing revenue handling (PayPal, Worldpay etc).
  6. All complaints between a purchaser and a shop owner (our End-Users) should be directed to the shop owner.
  7. Ecommerce Fair Usage Policy
    1. The End-User agrees that they shall not sell any illegal goods or services.
    2. The End-User agrees that they shall not misrepresent products or services and will not make false advertising claims.
    3. The End-User agrees to act responsibly and professionally.
    4. The End-user agrees to fulfill orders in a fair time frame.
    5. The End-User will place a statement of their refund policy and complaints process on their website.
    6. Suspension of the eCommerce service
      1. We the Supplier will suspend the service if the End-User fails to pay for the service. (see Late Payment Policy)
      2. We the Supplier (ZARETTI Consulting Limited) will suspend an eCommerce instance only if we are notified by a formal court ruling that illegal activity is ongoing. Any legal action must be directed to the store owner.

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Multimedia (Film/Photoraphy) Product Content

Liability

  1. ZARETTI Consulting Limited shall not be liable for slander, treason, copyright infringement, legal claims, prosecution or any other legal action based on any content (images, script, music, video, audio and the like) provided by the End-User and used on any End-User production.
  2. the End-User assumes all liability for prosecution based on materials they provide for the project.
  3. ZARETTI Consulting Limited assumes that the End-User has in place the necessary rights to use any material which they provide to ZARETTI Consulting Limited for inclusion in any production. This includes, but is not limited to: images, music, video content and audio recordings.
  4. In such an instance where a third party is in dispute with the End-User over any content in the End-User's production, we, ZARETTI Consulting Limited, shall comply with any legal rulings or requirements and remove the offending content from online services which we are responsible for once we are formally notified.
  5. If any third party has any dispute then they must contact the End-User directly. We, ZARETTI Consulting Limited, shall not act as a representative of the End-User.
  6. Where ZARETTI Consulting Limited have been asked to film an event then the End-User is responsible for ensuring that the necessary release forms for individuals and property are in place. Unless agreed in advance, ZARETTI Consulting Limited are not responsible for acquiring consent.

Intellectual Property (Who Owns What?)

  1. All content provided by the End-User remains the Intellectual Property of the End-User.
  2. The Intellectual Property consisting of the graphics, logos, music, dialogue, images and the like which are provided by ZARETTI Consulting Limited to identify themselves in the production credits remains the sole property of ZARETTI Consulting Limited.
  3. End-User Commissioned Footage:
    1. Commissioned footage is any filming done directly for the purpose of making a product for the paying End-User.
    2. Commissioned footage does not include any footage that ZARETTI Consulting Limited produce for their own needs, which is not part of the End-User brief, for example but not limited to, behind the scenes, testimonials, stock library substrate.
    3. Intellectual Property of all commissioned footage for a End-User transfers to the End-User after completion and upon full payment of the project, provided there is no bona fide dispute.
    4. After completion of a project the End-User can request digital copies of the raw footage (see Digital Presentation Policy below).

Loss of Data

The process of producing a product is dependent on technical equipment, which by its very nature is prone to failure. ZARETTI Consulting Limited regularly checks, tests and cleans its equipment. And does everything professionally to mitigate against loss.

  1. ZARETTI Consulting Limited are not liable for any losses caused by sudden partial or total failure of any capture (eg. camera) or storage device (eg. Hard drive/tape etc.) during any stage of production or post production.
  2. ZARETTI Consulting Limited are not liable for any losses caused by failure of any archived data.
  3. ZARETTI Consulting Limited are not liable for any losses caused by loss of or damage to hardware or infrastructure caused by theft, flood, natural disaster, act of god, virus, espionage, fire, EMP, solar flare or such like. While we do everything we can sometimes bad luck happens!

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Digital Preservation Policy

When we film a project we end up with a lot of digital files which requires storage. Here we outline our policy on handling this data.

  1. Once a project has completed we shall, at our discretion, destroy all digital files associated with the project.
  2. We do not share our data archives with any third parties.
  3. We shall notify the End-User before we destroy the data and give them the following options:
    1. Destroy.(Default choice if End-User does not respond) Take no action and the data is destroyed
    2. Hand over. Where the End-User owns the Intellectual Property on the footage. The raw footage is handed to the End-User via a suitable physical media (tape, hard drive, data device, DVD, CD etc). the End-User will pay the costs of the data media, postage and the time, charged hourly to produce the package. A quote can be provided prior to hand over. Hand over occurs once the costs are paid in full.
    3. Archive. ZARETTI Consulting Limited will for a one off fee archive the data onto hard drive. The fee will cover the cost of the hard drives and the time taken to do the work. We shall then store the archive for 3 years. After 3 years we shall review the archive and contact the End-User. A small fee will be charged for future storage in three year increments.
  4. ZARETTI Consulting Limited will make every effort to select storage media which are future proof however we can't guarantee against software and hardware obsolescence.
    1. In the event that the digital data format or storage media becomes obsolete then the End-User will be given the option to either:
      1. Retire the archive.
      2. Pay for migration to a new archive mechanism if migration is possible.

To learn more about digital preservation have a look at DPC Online

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Expenses Policy

When filming and in post production there are a number of expenses that are naturally incurred. These may include, tapes, batteries, consumables, equipment hire, studio hire, catering, travel etc. Before any project we will discuss these with the End-User. This section outlines our policy on expenses.

  1. ZARETTI Consulting Limited will confirm all expenses with the End-User, prior to incurring the expense with the exception of small expenses such as batteries and consumables.
  2. the End-User agrees to pay all expenses in full at the end of the project (phase).
  3. Where the expenses are considerable (>£20), for example equipment hire or studio hire, then ZARETTI Consulting Limited may require payment of the expenses in advance of the event.
  4. Any expenses to third parties that the End-User pays for in advance, and which are subsequently not used (paid to third party) will be returned to the End-User.
  5. All expenses incurred will have appropriate receipts, copies of which shall be made available to the End-User on request.
  6. In the unlikely case of bona fide dispute over expenses, all expenses not under dispute will still be due at the end of the project (phase).

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Travel Policy

Our work, particularly the multimedia (filming & photography) aspects, take us all over the world. Below is our policy on travel and conduct. We have been filming for many years in many locations and the policy below will provide the best results for the End-User.

  1. The Supplier does not have to accept any requests for location based work.
  2. The End-User does not have to accept any offers for location based work.
  3. It is the responsibility of the End-User to ensure that enough notice is given to ensure availability of the Supplier's staff, agents or consultants for a specific date.
  4. The Supplier can not reserve a date(s) unless an appropriate deposit has been paid.
  5. The Supplier accepts no liability for loss or damages caused by delays, cancellations or other events caused by travel to, during or from an event.
  6. The Supplier accepts no liability for loss or damages caused by a delay or prevention of carrying out services caused by security, embassy, visa, political, police or any other official body which may be encountered in the course of planning or executing travel plans.
  7. The Supplier accepts no liability for loss or damages caused by a delay or prevention of carrying out services caused by fire, theft, natural disaster, act of God or any other incident reasonably beyond the control of the Supplier's agent(s).
  8. The End-User is responsible for ensuring that all information required and sufficient time is awarded to the procurement of appropriate access visas for the Supplier where necessary.
  9. The End-User is responsible for ensuring that there is the right level of travel/cancellation insurance. Once tickets are booked their costs are non-refundable unless appropriate insurance has been taken.
  10. As specified in the Expenses Policy above, the End-User is responsible for all expenses including, accommodation, transport, catering etc. unless agreed otherwise.
  11. Unless agreed in advance, the End-User shall incur the associated expenses during the event, for example but not limited to: paying for taxis, hotels, food etc.
  12. Accommodation: The End-User must make adequate arrangements for the accommodation of the Supplier's staff:
    1. For the avoidance of doubt, the Supplier's Staff will not share a room with the End-User or any third party unless expressly agreed by all parties in advance.
    2. Where the Supplier is providing more than one agent, each agent will require an individual room, unless agreed in advance by all parties.
    3. The End-User will ensure adequate and secure accommodation for the Supplier's agent(s) and equipment.
  13. The Supplier is not acting as a representative of the End-User or their agent(s) while traveling with the End-User. Any activity on the part of the End-User which results in legal action, detainment, prevention of border access, importation tax liability etc. is between the End-User and the relevant authority.
  14. The Supplier's agents will not carry out any activity, such as taking objects belonging to the End-User in their own luggage, where such activity may put the Supplier's agent(s) at risk.
  15. While traveling, it is recognised that the Supplier's agents are working professionals and are not to be treated as subordinates. They are there to do a professional job.
    1. While not directly working on the End-User's project, for example in the morning/evenings/free time, the Supplier's agent(s) are free to engage in any activity they wish.
    2. During non-work time, the Supplier's agent(s) are under no obligation to socialise with or otherwise entertain the End-User's staff.
    3. The End-User will afford the Supplier's agent(s) appropriate time during the schedule for personal care, rest and recoupment.
    4. In the course of filming, photography and editing the Supplier will require additional time each day to clean the equipment, prepare media, archive data and potentially perform editing. The Supplier will advise the End-User on an ongoing basis of their requirements. The End-User must afford appropriate time without compromising sleep and R&R for the Supplier's agent(s).
    5. The Supplier will not engage in any activity/location etc. where they feel their personal safety or that of their equipment will be put at unnessary risk.
    6. It is the responsibility of the Supplier to identify the right level of protection and management of their working environment. It is the responsibility of the End-User to cooperate with any demands from the Supplier to meet safe working practice requirements.

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Film Format Policy

ZARETTI Consulting Limited are a UK based company and we have filmed in many locations throughout the world including Peru, Japan, India, France, Italy, Poland, Hungary, Austria, Germany, Switzerland, Wales, England, Scotland... We use UK format PAL equipment. Across the world there are a number of different formats for broadcast. Most notably PAL and NTSC (for the USA). Footage shot on PAL does not easily translate into NTSC and visa versa. This is because they have different frame rates and different aspect ratios. When producing DVD products this becomes relevant. It is not an issue for digital media such as YouTube. (PAL: 25fps 576 lines. NTSC: 30fps 525 lines.)

  1. Our equipment is predominantly PAL format and unless expressly stated otherwise, we shall film assuming PAL DVD format.
  2. We do not shoot in native NTSC format as this would require different equipment. Though we will hire this equipment if needed.
  3. It is possible to produce professional NTSC DVDs from PAL sources but it requires specialist involvement.
  4. The industry standard and broadcast approved way of doing PAL to NTSC or NTSC to PAL conversions is to use "Alchemist Standards Converter" which is a hardware based conversion machine. This has been the standard for over a decade. If the conversion is not done properly then you will experience one or more of the following:
    1. Pitch changes in the sound (depending on how the frame rate is changed).
    2. Hue shifts in the colours.
    3. Jumpy or worse images.
    4. Distorted pictures (squashed or stretched).
    5. General quality degradation caused by sampling artefacts.
    6. Increased costs in post production.
  5. We use a professional third party company based in London to do our NTSC format conversions, and we handle the DVD authoring to NTSC format in-house. The charge is a flat rate of £270 per DVD disc which includes the conversion, rendering for DVD and NTSC DVD authoring.

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Private One to One Photography/Film Camera Training

  1. Bookings a Lesson
    1. Before purchasing a lesson the End-User must make a reservation by contacting Mark. Mark will provide reservation confirmation by email detailing the date, time and location of the lesson.
    2. When making a payment online you are deemed to have agreed to these terms and conditions.
    3. Lessons are not transferable to another individual without prior agreement from Mark.
  2. Canceling a Lesson
    1. the End-User must inform Mark via the online contact form if they need to cancel.
    2. the End-User must inform Mark at least 24 hours before a lesson is due to start if they need to cancel.
    3. Lessons unattended or canceled with less than 24 hours notice can not be refunded.
    4. If there is a genuine reason a lesson can not be attended at the pre-agreed time by the End-User, such as weather, illness or "act of god", then Mark may, at his discretion reschedule the lesson at a mutually agreed time.
  3. Refund Policy
    1. Lessons canceled with more than 24 hours notice will be refunded the full amount less a £10.00 handling charge.

This section defines the legal, copyright, cookie and website usage terms and conditions.

Web Cookies

  1. By using our website, you agree that we can place cookies on your device.
  2. This site uses Google Analytics cookies for analysing performance.
  3. Details of our cookie policy can be found here.

Ownership

  1. This website is owned and operated by ZARETTI Consulting Limited, as defined at the top of these terms and conditions.

Copyright Notice

  1. All material on this website and any documents downloaded from it are protected by copyright as of the date of creation.
  2. Material may be copied provided that:
    1. ZARETTI Consulting Limited are contacted prior to copying and writen permission is sought and granted by ZARETTI Consulting Limited.
    2. The source is clearly attributed to ZARETTI Consulting Limited.
    3. If used online then a hyperlink be placed linking back to the default home page of this site.

Disclaimer

  1. The information contained on this website is provided for the general interest of End-Users and members of the public.
  2. No responsibility or liability is accepted as a result of reliance upon any information contained on this website.

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The terms and conditions on this page are our "default" terms and conditions. We may prior to agreeing a contract alter the specifics of the terms and conditions. In which case you will be given a revised schedule and conditions which will take precedence over those published here.

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