Terms & Conditions
Terms & Conditions
We are Impulse. Now don’t let that fool you.
We’re actually highly organised and meticulous, and not impulsive at all.
1.1. Impulse Branding & Web Ltd, trading and referred to as Impulse, is a company limited by shares registered in England under company number 08032655 and with its registered office at Unit 6, Clifton Moor Business Village, James Nicolson Link, York, YO30 4XG United Kingdom
1.2. These Terms and Conditions shall apply to the provision of all Services by Impulse unless expressly agreed otherwise, in writing, by a Director of Impulse.
1.3. In the event of conflict between these Terms and Conditions and any other terms, including any terms and conditions that the Client purports to apply to any contract, these Terms and Conditions shall prevail unless expressly otherwise agreed byImpulse in writing.
2. Definition and Interpretation
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
2.1. “Agreement” shall mean any contract between Impulse and a Client for the provision of services unless otherwise expressly agreed or varied in writing, and shall include the contents and details of any Project Schedule, specifications and these Terms and Conditions.
2.2. “Business Day” means a day (excluding Saturdays) on which banks in London generally are open for the transaction of normal banking business.
2.3. “Client ” means any individual, firm or corporate body, whether incorporated or not, (which expression shall, where the context so admits, include its successors and assigns) which purchases, agrees to purchase, or offers to purchase services from Impulse as the context may dictate.
2.4. “Commencement” means the commencement date for the Agreement as set out in the Project Schedule or such other date at which, at the request of the Client, Impulse commences providing Services.
2.5. “Project Schedule” means the written document setting out those services and pecifications to be provided by Impulse to the Client and any accompanying written correspondence from Impulse to the Client, including emails, amending such services or specifications.
2.6. “Services” means the services to be provided by Impulse to the client as set out in the agreed Project Schedule or such other services as the Client may request and Impulse may agree to provide from time to time in accordance with the Agreement.
3. The Services
3.1. Subject to these Terms and Conditions, Impulse shall providethe Services to the Client from the Commencement Date and as agreed in the Project Schedule.
3.2. While Impulse will provide all reasonable assistance to the Client in identifying any service requirements, the Client must inform and explain to Impulse any specific requirements, including in relation to functionality and software compatibility.
3.3. Unless otherwise agreed in the Project Schedule, any Services provided by Impulse will be designed to function on software and hardware in common use and operation during the previous 12 months.
3.4. Both parties shall use all reasonable endeavours to ensure that deadlines as set out in the Project Schedule are met but, other than as stated in these Terms and Conditions or otherwise expressly agreed in writing, time shall not be of the essence for the purposes of the Agreement.
3.5. Impulse shall not be liable to the Client for any delay in completion of the Services caused, directly or indirectly, by any act or omission by the Client or any failure on the part of the Client to comply with the terms of the Agreement.
3.6. The Client must provide all reasonable assistance to Impulse including but not limited to:
3.6.1. Responding to communications and telephone callspromptly;
3.6.2. Providing any information, materials, resources and access reasonably required;
3.6.3. Providing contact details of and issuing instructions to anythird parties whose assistance Impulse may reasonablyrequire;
3.6.4. Providing feedback and sign off.
3.7. Following Agreement, changes to the Project Schedule wilonly be valid if agreed in writing by both parties.
3.8. In the event that Impulse provides services not included in the Project Schedule, either at the request of the Client or in the event that such services in the reasonable opinion of Impulse become reasonably necessary, for the completion of the Project Schedule, and such services are not accounted for in the costings of the Project Schedule, including but not limited to any updates or modifications requested by the Client after completion, then such services shall be charged based on the amount of time required by Impulse to complete those services to their satisfaction at a rate of £65+VAT per hour or such other hourly rate as Impulse may agree in writing. This hourly rate shall be reviewed annually and Impulse will notify the Client in writing of any change.
4. Variation & Amendments
4.1. Any request by the Client for a variation of the Project Schedule, including any modifications or updates after completion, must be made in writing.
4.2. In the event that the Client proposes amendments to the Project Schedule, whether in terms of the Client’s requirements, service specifications or deadlines, at its absolute discretion, Impulse may terminate or suspend any current Services relating to that Project Schedule until such time as a revised Project Schedule and quotation are agreed in writing.
4.3. If it is necessary, in the reasonable opinion of Impulse, to modify the Services from those detailed in the Project Schedule in order to ensure the achievement of the Client’s overall objective, to make the Services more financially viable for either the Client or Impulse or for any other reason, Impulse shall notify the Client as soon as is reasonably practical.
4.4. In the event that Impulse notifies the Client of a necessary amendment to the Project Schedule then the Client, subject to these Terms and Conditions, shall have the right to suspend the Services and, on payment in cleared funds for all Services provided by Impulse up until that time, shall have the right to terminate the Agreement.
5.1. All invoices are due on receipt and are deemed to be overdue after 14 days from the date of the invoice unless other due dates are specified in the invoice as agreed in the Project Schedule, in which case any payments will be due on that due date and are deemed overdue after 14 days from that due date.
5.2. Impulse shall charge interest on any sum outstanding after 28 days from the due date at a rate of the higher of 4% above the base lending rate of HSBC Bank PLC or the statutory interest rate.
5.2.1. The Client shall fully indemnify Impulse for any costs incurred in the recovery of any outstanding sums, including, but not limited to, Court fees, the cost of legal advice and any other legal costs.
5.3. Unless an invoice is in another currency as agreed in the Project Schedule, all payments should be made in pound sterling (GBP) (£) and made by cheque payable to Impulse Branding & Web Ltd or by electronic bank transfer using the bank account details included on the invoice.
5.4. Advanced payments and payments on account of costs to be incurred should only be made at the direction of Impulse. Unsolicited payments may be rejected.
6.1. The Agreement shall complete when, in the reasonable opinion of Impulse, Impulse has provided the Services as specified in the Project Schedule.
6.2. While Impulse will make reasonable efforts to confirm that the Client is satisfied with the Services, if the Client does not confirm satisfaction or provide other feedback on the Services within 14 days of Impulse notifying the Client of completion, then Impulse shall rely on the fact that the Project Schedule has been completed and shall invoice the Client for any sums remaining due under the Agreement.
7. Website and Email Hosting
7.1. If the Services include the hosting of the Client’s website or emails, Impulse does not guarantee any level of uninterrupted service. Impulse will use all reasonable endeavours to ensure maximum provision of service in this respect but will not be liable for any loss suffered by the Client for any period of interruption.
7.2. The minimum charge for website hosting is £25+VAT per month, however, due to site complexity / size, the monthly hosting package maybe be greater. This will be outlined in your proposal.
7.3. In the event that any payment due to Impulse for the Services is over due in accordance with Condition 5 then Impulse reserves the right, without further notice to the Client, to suspend or terminate all hosting services (website and email) with immediate effect.
7.4. We guarantee all of our custom development work. If you find something that doesn’t work under the original scope of development, on any major browser that was available at the time of launch, we will fix it without charge for 6 months of the site being launched / signed off as completed.
7.5. We are not responsible for bugs or conflicts in 3rd party software installed on your site. If you find a bug and would like assistance in resolving the issue, we are happy to point you in the direction of the 3rd party developer, or for a fee we can: 1) interface with the developer for you (to assist with the tech-speak) or 2) help you find or build a replacement for a non-functioning element.
8.1. Any complaints or concerns about the quality of the Services provided by Impulse, whether concerns of the client or any third party service provider, should be addressed to Mr Tim Bradley.
8.2. All complaints will be investigated in an impartial manner with consideration of all aspects of the Agreement and the Project Schedule.
8.3. In the event that a complaint relates to an invoice or payment, or any part of an invoice is disputed, those aspects of the invoice that are not disputed or the value of the Services that are not disputed or subject to a complaint should be paid in accordance with these Terms and Conditions and the Client shall have no right to set off any sum against any invoice.
9.1. The Client may terminate the Agreement by providing notice to Impulse if:
9.1.1. It does so within 24 hours of agreeing the Project Schedule and forming the Agreement; and
9.1.2. Impulse has yet to provide any Services; and
9.1.3. The Client reimburses Impulse for any costs specifically and exclusively incurred in preparation for providing the Services; or
9.1.4. Impulse is in breach of the Agreement and such breach cannot be remedied or is not remedied, to the reasonable satisfaction of the Client, within two months of the Client having given Impulse written notice that it considered Impulse to be in breach of the Agreement; or
9.1.5. In accordance with condition 4.4 of these Terms and Conditions; or
9.1.6. On providing not less than one weeks notice to Impulse.
9.2. Without affecting any other right or remedy available to it, Impulse may terminate this agreement with immediate effect by giving notice to the Client if:
9.2.1. The Client fails to pay any amount due under this Agreement within 14 days of due date;
9.2.2. The Client breaches any term of the Agreement;
9.2.3. The Client suspends, or threatens to suspend, payment ofits debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;
9.2.4. The Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
9.2.5. A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client (being a company);
9.2.6. An application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Client (being a company);
9.2.7. The holder of a qualifying floating charge over the assets of the Client (being a company) has become entitled to appoint or has appointed an administrative receiver;
9.2.8. A person becomes entitled to appoint a receiver over theassets of the Client or a receiver is appointed over the assets of the Client;
9.2.9. The Client (being an individual) is the subject of a bankruptcy petition or order;
9.2.10. A creditor or encumbrancer of the Client attaches or takespossession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Client’s assets and such attachment or process is not discharged within 14 days;
9.2.11. Any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2.3 to clause 8.2.10 (inclusive);
9.2.12. The Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
9.2.13. The Client (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or
9.2.14. There is a change of control of the Client (within the meaning of section 1124 of the Corporation Tax Act 2010).
9.3. On termination;
9.3.1. Unless otherwise agreed in writing, including on going charges and payment terms, Impulse shall terminate the provision of all Services to the Client under the Agreement;
9.3.2. Unless otherwise agreed in writing, any invoices alreadysubmitted to the Client by Impulse shall become payableand due immediately and without any right of set off;
9.3.3. Impulse shall invoice the Client for the Services provided todate or for such proportion of the total price set out in the Project Schedule as matches the proportion of the Services provided;
9.3.4. On receipt of cleared funds for all outstanding sums owed by the Client to Impulse, and on the Client paying all of Impulse’s reasonable costs incurred in doing so, Impulse shall provide all reasonable assistance requested by the Client in order for them to identify an alternative service provider and to transfer any service provision to such new provider, including the provision by Impulse to the Client of any of the Client’s software or materials;
9.3.5. Unless otherwise agreed in writing, any and all licencesgranted by Impulse to the Client shall be terminated with immediate effect.
10. Intellectual Property
10.1. The company (Impulse Branding and Web Ltd) retains all design and development rights to the work produced.
10.2. Impulse will not be held liable for any civil or criminal liability resulting from the unauthorised use of copyrighted material or registered trademarks provided by the Client.
10.3. The Clients must ensure that any content provided for use in relation to the Services does not infringe any intellectual property rights and shall indemnify Impulse against any claim or action in relation to Impulse’s use of any content provided by the Client, including but not limited all reasonable legal costs.
11. Limitation of Liability
11.1. Impulse’s liability under or in connection with any Agreement shall be limited to £100,000 in the aggregate.
11.2. This limit shall apply however that liability arises, including, without limitation, a liability arising by breach of contract, arising by tort (including, without limitation, the tort of negligence or arising by breach of statutory duty).
11.3. If any third party’s negligence contributed to any loss then Impulse shall only be liable to the proportion of the loss directly attributable to Impulse.
11.4. This condition shall not exclude or limit Impulse’s liability for:
11.4.1. death or personal injury caused by Impulse’s negligence;or
11.4.2. fraud or fraudulent misrepresentation.
11.5. Except as expressly stated in these Conditions, in so far as it is lawful to do so, all warranties and conditions, express or implied, statutory or otherwise, are hereby expressly excluded.
11.6. Impulse shall not be held liable for any loss of profits, revenue, contracts or any other direct or indirect loss resulting from the Services.
11.7. Impulse shall not be held liable for any loss resulting from any failure to meet any deadline specified in the Project Schedule unless:
11.7.1. The Project Schedule expressly and specifically states that time is of the essence in respect of that specific deadline; and
11.7.2. No action or inaction of the Client or any third party has contributed to the failure to meet the deadline.
The Client shall indemnify the Impulse against all damages, costs, claims and expenses suffered by the Impulse arising directly or indirectly from any actions of the Client, its agents, employees or representatives including but not limited to:
11.8. Loss or damage to any physical equipment;
11.9. Loss or damage to any electronic information or content due to the provision of electronic files or disks; and
11.10. Infringement of Impulse’s Intellectual Property Rights.
12. Force majeure
12.1. The definition in this clause applies in this agreement.
12.2. Force Majeure Event: any event arising which is beyond the reasonable control of the affected party (including but not limited to any industrial dispute, governmental regulations, fire,flood, disaster, civil riot or war).
12.3. A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.
13.1. The definition in this clause applies in this agreement.
13.2. Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is:
13.2.1. Identified as confidential at the time of disclosure; or
13.2.2. Ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
13.3. Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
13.4. Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
13.5. The obligations set out in this clause 13 shall not apply to Confidential Information that the receiving party can demonstrate:
13.5.1. Is or has become publicly known other than through breach of this clause 13; or
13.5.2. Was in the possession of the receiving party prior to disclosure by the other party; or
13.5.3. Was received by the receiving party from an independent third party who has full right of disclosure; or
13.5.4. Was independently developed by the receiving party; or
13.5.5. Was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.
13.6. The obligations of confidentiality in this condition 13 shall not be affected by the expiry or termination of this agreement.
14.1. A notice given under this agreement:
14.1.1. Shall be in writing in the English Language
14.1.2. Delivered personally or via e-mail; or
14.1.4. sent by pre-paid post, recorded delivery or registered post; or
14.1.5. (if the notice is to be served or post outside the country from which it is sent) sent by registered airmail.
14.2. Notices to Impulse shall be addressed to:
Impulse Branding & Web Ltd
Unit 6, Clifton Moor Business Village, James Nicolson Link, York
YO30 4XG United Kingdom
14.3. A notice is deemed to have been received:
14.3.1. if delivered personally, at the time of delivery; or
14.3.2. in the case of fax or e-mail, at the time of transmission, provided a confirmatory copy is sent by first-class pre-paid post or by personal delivery before the end of the next Business Day; or
14.3.3. in the case of pre-paid first class post, recorded delivery or registered post, 48 hours from the date of posting; or 1.1.4. in the case of registered airmail, five days from the date of posting; or
14.3.5. if deemed receipt under the previous paragraphs of this clause 14.3 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a Business Day), when business next starts in the place of receipt.
14.4. To prove service, it is sufficient to prove that the notice was transmitted by fax to the correct fax number or e-mail address of the relevant party or, in the case of post, that the envelope containing the notice was properly addressed and posted.
All media releases, public announcements and public disclosures by either party relating to this agreement or its subject matter, including promotional or marketing material, shall be co-ordinated with the other party and approved jointly by the parties in writing prior to release.
Neither party may assign or transfer any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other party.
17. Entire agreement
This Agreement, including the Project Schedule and associated documents, constitutes the entire agreement between the parties and supersedes and replaces any and all prior agreements, understandings or arrangements between the parties, whether oral or in writing, with respect to the same. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Meither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in this Agreement.
18. Third party rights
This Agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.
19. Variation and waiver
19.1. A variation of this Agreement shall be in writing and signed by or on behalf of both parties.
19.2. A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
19.3. Unless specifically provided otherwise, rights arising under these Terms and Conditions are cumulative and do not exclude rights provided by law.
20.1. If any condition (or part of a condition) of these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other conditions shall remain in force.
20.2. If any invalid, unenforceable or illegal condition would be valid, enforceable or legal if some part of it were deleted, the condition shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
21. Governing law and jurisdiction
21.1. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England.
21.2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).