Last updated: 26th September 2019
These terms and conditions outline the rules and regulations for the use of Pursue Digital’s Website and/or Services.
Pursue Digital is located at:
26a Melton Road, Trowbridge, Wiltshire, BA14 8NQ, United Kingdom.
By accessing this website we assume you accept these terms and conditions in full. Do not continue to use this website if you do not accept all of the terms and conditions stated on this page.
Definitions and Terminology
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: “Client”, “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. “Pursue Digital”, “The Company”, “Our Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves.
All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to, prevailing law of the United Kingdom.
Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.
Agreement means the Project Proposal, Terms and Conditions and any other attached documents.
Project means the scope and purpose of Client’s identified usage of the work product as described in the Project Proposal.
Services means all services and the work product to be provided to the Client by us as described and otherwise further defined in the Project Proposal.
Final Deliverables means the final versions of Deliverables provided by us and accepted by the Client.
Deliverables means the services and work product specified in the Project Proposal to be delivered by us to the Client.
Client Content means all materials, writing, images or other creative content provided by the Client used in preparing or creating the Deliverables.
Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
Designer Tools means all design tools developed and/or used by Pursue Digital in performing the Services, including pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
We shall perform the services listed in the Scope of Work according to the Work Plan and Milestones schedule.
The terms of this Agreement expires in 14 days after being submitted to the Client. If this Agreement expires, we may modify the Agreement and resubmit it to Client.
Fees: Client agrees to pay our company the fees listed in the Project Proposal, including all taxes.
Expenses: Client will pay Pursue Digital expenses, including but not limited to:
- Incidental and out-of-pocket expenses at cost;
- Milage reimbursement, other than normal commuting, at 45p per mile;
- Travel expenses, other than normal commuting, but including airfare and rental vehicles, with Client approval.
Additional Costs: Pricing in the Project Proposal includes only our fees. Any other costs, such as hosting, art licensing or photography, will be billed to Client.
Hosting Final Deliverables: Pursue Digital will host the Final Deliverables on our web space while the Project is under construction. If the Final Deliverables are not completed by the completion date listed in the Project Proposal, and the delay is not caused by our company, Client agrees to pay the Company £10 per month for hosting until the Final Deliverables are moved to Clients server.
Payment Schedule: Payment is due when we complete each milestone as listed in the Work Plan and Milestones schedule, and Client accepts the Deliverables for that milestone.
Invoices: All invoices are payable within 14 days of receipt. Invoices shall list any expenses and additional costs as separate items.
Late Fee: A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable on all overdue balances.
Crediting Late Payments: Payments will be credited to late payments first, then to unpaid balances.
Collection Expenses: Client shall pay all collection or legal fees caused by late payments.
Withholding Delivery: We may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.
Withholding License: All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.
Changes to project scope
Change Request: If the Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send us a written Change Order describing the requested changes in detail. Within 7 days of receiving a Change Order, we will respond with a statement proposing our availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. We will evaluate each Change Order at its standard rate and charges.
Major Change: If the Client requests are at or near ten percent of the time required to produce Deliverables, or the value of the Scope of Services, We shall be entitled to submit a new and separate Proposal to Client for written approval. Pursue Digital shall not begin work on the revised services until he receives a fully signed revised proposal and any additional fees.
Minor Change: If the Client requests are not Major Changes, Client will be billed on a time and materials basis at our hourly rate of £35 per hour. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. We may extend or modify any delivery schedule or deadlines in the Agreement as it may be required by such changes.
Acceptance/Rejection: Client will have 7 days to respond in writing accepting or rejecting the new proposal. If the Client rejects the proposal, Our company will not be obligated to perform any services beyond those in the original Agreement.
Our Delays: We shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule. We may extend the due date for any Deliverable by giving written notice to Client. The total of all extensions shall not exceed 7 days.
Client Delays: Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables.
General Delays: Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.
Evaluation and Acceptence
Testing: We will test and correct Deliverables using commercially reasonable efforts before providing Deliverables to Client.
Approval Periods: Client shall, within 7 business days after receiving each Deliverable, notify our company in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Our company shall, within 7 business days of receiving Clients notification, correct and submit a revised Deliverable to the Client. Client shall, within 7 business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after 5 corrections by us, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of this Agreement. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.
Client acknowledges that it is responsible for performing the following in a reasonable and timely manner:
- Provide Client Content in a form suitable for use in the Deliverables without further preparation by our company, unless otherwise specified in the Project Proposal;
- Proofread all Deliverables. Client will be charged for correcting errors after the acceptance of any Deliverable;
- Make decisions regarding other parties.
Accreditation and Promotion
Accreditation: Pursue Digital shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by us in the Deliverables on each page of the Final Deliverables.
Promotion: We retain the right to reproduce, publish and display the Deliverables in our Company’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
Promotional Approval: Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.
Client’s “Confidential Information” includes information that we should reasonably believe to be confidential. Our “Confidential Information” includes the source code of any Designer Tools. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only be used as needed to perform this Agreement.
Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
Relationship of the Parties
Independent Contractor: Pursue Digital is an independent contractor. We shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Pursue Digital and the work product or Deliverables prepared by us shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
Design Agents. Our company shall be allowed to use third party’s as independent contractors in connection with the Services (“Design Agents”). We shall remain fully responsible for Design Agents’ compliance with this Agreement.
No Exclusivity. This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by us, and we shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Pursue Digital.
Representations and Warranties
By Client. Client represents and warrants to us that:
- To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party;
- Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials;
- Client will obtain all necessary and appropriate rights and licenses to grant license to our company to use Third Party Materials.
By Our Company: Pursue Digital represents and warranty to Client that:
- Our company will provide the Services identified in the Agreement in a professional and workmanlike manner;
- We shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Designer Tools, sufficient for our Company to grant the intellectual property rights provided in this Agreement;
- To the best of our Company’s knowledge, the Deliverables will not violate the rights of any third parties;
- If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of our company shall be void.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, OUR COMPANY MAKES NO WARRANTIES WHATSOEVER. OUR COMPANY EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
Indemnification and Liability
By Client: Client shall indemnify our Company from any and all damages, liabilities, costs, losses, expenses or legal fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. We shall promptly notify Client in writing of any third party claim or suit. Client shall have the right to fully control the defense and any settlement of such claim or suit.
By Developer: In the case of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Our company may at its own expense, replace any infringing content with non-infringing content.
Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF OUR COMPANY ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF OUR COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“OUR PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF PURSUE DIGITAL. IN NO EVENT SHALL WE BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY US, EVEN IF OUR COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Term and Termination
Term: This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.
Termination for Cause: Either party may terminate this agreement at any time, on 7 days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 7 day period.
Termination for Insolvency: Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.
Termination by Mutual Agreement: This agreement my be terminated by the mutual agreement of the parties.
Termination for Convenience: Either party may terminate this agreement at any time and for any reason on 7 days prior written notice to the other party. If Client terminates the Agreement under this section, Our company shall, at Clients reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.
Termination Fees: In the event of termination, Client shall pay our Company for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
Intellectual Property: If Client terminates and on full payment of compensation, Our company grants Client right and title as provided by this Agreement with respect to those Deliverables provided and accepted by Client as of the date of termination.
Confidential Information: On expiration or termination of this Agreement:
- each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and
- all rights and obligations regarding Confidential Information shall survive.
Rights to Final Art
License: The Company grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.
Liquidation for unlicensed use: Additional use of any Deliverables by Client outside the scope of the license granted above requires additional fees. Our company shall be entitled to further compensation equal to fifty (50) percent of the total original Project fee unless otherwise agreed in writing by both parties. In the event of non-payment, Our company shall be entitled to pursue all remedies under law and equity.
Rights to Deliverables other than Final Art
Client Content: Client Content is the exclusive property of the Client. Client grants Our Company a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with the Company’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
Preliminary Works. Our company retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Our Company within thirty (30) days of completion of the Services.
Designer Tools. All Designer Tools are and shall remain the exclusive property of The Company. Our Company grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project.
Warranty Period. During the first three (3) months following expiration of this Agreement, We shall provide up to four (4) hours of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at Our Company’s standard rate.
Maintenance Period. After the Warranty Period expires and at Client’s option, Our Company will provide Support Services for the following three (3) months for The Company’s hourly fees of £35 per hour.
No Enhancements: The services in the Warranty Period and the Maintenance Period do not include enhancements to the Project or other services outside the scope of the Proposal.
During the Maintenance Period, Client may request that Our Company develops enhancements to the Deliverables. Our Company shall exercise commercially reasonable efforts to prioritise our resources to create such enhancements. Client understands Our Company may have preexisting obligations that may delay requested enhancements. We shall provide any enhancements and will be provided on a time and materials basis at the Company’s standard rate.
Alterations. Alteration of any Deliverable is prohibited without the express permission of the Company. Our Company will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly.
Negotiation: Parties agree to attempt to resolve any dispute by negotiation between the parties.
Arbitration/Mediation: If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
Litigation: In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of the United Kingdom. The parties waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
Legal Fees: The prevailing party shall be entitled to recover its lawyers’ fees and costs in any dispute resolved by binding arbitration or litigation.
Modification/Waiver: Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
Notices. All notices under this Agreement shall be given in writing either by:
- Email, with return confirmation of receipt;
- Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email, on confirmation of receipt.
No Assignment. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party.
Governing Law. This Agreement shall be governed by the law of England and Wales.
Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.
Headings: Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect.
Complete Agreement: This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.
Unless otherwise stated, Pursue Digital and/or it’s licensors own the intellectual property rights for all material on Pursue Digital. All intellectual property rights are reserved. You may view and/or print pages from https://pursuedigital.co.uk for your own personal use subject to restrictions set in these terms and conditions.
You must not:
- Republish material from https://pursuedigital.co.uk
- Sell, rent or sub-license material from https://pursuedigital.co.uk
- Reproduce, duplicate or copy material from https://pursuedigital.co.uk
- Redistribute content from Pursue Digital (unless content is specifically made for redistribution).
- This Agreement shall begin on the date hereof.
- Certain parts of this website offer the opportunity for users to post and exchange opinions, information, material and data (‘Comments’) in areas of the website. Pursue Digital does not screen, edit, publish or review Comments prior to their appearance on the website and Comments do not reflect the views or opinions of Pursue Digital, its agents or affiliates. Comments reflect the view and opinion of the person who posts such view or opinion. To the extent permitted by applicable laws Pursue Digital shall not be responsible or liable for the Comments or for any loss cost, liability, damages or expenses caused and or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.
- Pursue Digital reserves the right to monitor all Comments and to remove any Comments which it considers in its absolute discretion to be inappropriate, offensive or otherwise in breach of these Terms and Conditions.
You warrant and represent that:
- You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
- The Comments do not infringe any intellectual property right, including without limitation copyright, patent or trademark, or other proprietary right of any third party;
- The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material or material which is an invasion of privacy
- The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.
- You hereby grant to Pursue Digital a non-exclusive royalty-free license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.
Hyperlinking to our Content
The following organizations may link to our Web site without prior written approval:
- Government agencies;
- Search engines;
- News organizations;
- Online directory distributors when they list us in the directory may link to our Web site in the same manner as they hyperlink to the Web sites of other listed businesses; and
- Systemwide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.
These organizations may link to our home page, to publications or to other Web site information so long as the link:
- is not in any way misleading;
- does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services;
- fits within the context of the linking party’s site.
We may consider and approve in our sole discretion other link requests from the following types of organizations:
- Commonly-known consumer and/or business information sources such as Chambers of Commerce and Consumer Organisations;
- Dot.com community sites;
- Associations or other groups representing charities, including charity giving sites,
- Online directory distributors;
- Internet portals;
- Accounting, law and consulting firms whose primary clients are businesses; and
- Educational institutions and trade associations.
We will approve link requests from these organisations if we determine that:
- the link would not reflect unfavorably on us or our accredited businesses (for example, trade associations or other organisations representing inherently suspect types of business, such as work-at-home opportunities, shall not be allowed to link);
- the organisation does not have an unsatisfactory record with us;
- the benefit to us from the visibility associated with the hyperlink outweighs the absence of ;
- where the link is in the context of general resource information or is otherwise consistent with editorial content in a newsletter or similar product furthering the mission of the organisation.
These organisations may link to our home page, to publications or to other Web site information so long as the link:
- is not in any way misleading;
- does not falsely imply sponsorship, endorsement or approval of the linking party and it products or services; and (c) fits within the context of the linking party’s site.
If you are among the organisations listed in paragraph 2 above and are interested in linking to our website, you must notify us by sending an e-mail to email@example.com. Please include your name, your organisation name, contact information (such as a phone number and/or e-mail address) as well as the URL of your site, a list of any URLs from which you intend to link to our Web site, and a list of the URL(s) on our site to which you would like to link. Please allow 2-3 weeks for a response.
Approved organisations may hyperlink to our Web site as follows:
- By use of our corporate name; or
- By use of the uniform resource locator (Web address) being linked to; or
- By use of any other description of our Web site or material being linked to that makes sense within the context and format of content on the linking party’s site.
No use of Pursue Digital’s logo or other artwork will be allowed for linking absent a trademark license agreement.
Without prior approval and express written permission, you may not create frames around our Web pages or use other techniques that alter in any way the visual presentation or appearance of our Web site.
Reservation of Rights
We reserve the right at any time and in its sole discretion to request that you remove all links or any particular link to our Web site. You agree to immediately remove all links to our Web site upon such request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuing to link to our Web site, you agree to be bound to and abide by these linking terms and conditions.
Removal of links from our website
If you find any link on our Web site or any linked web site objectionable for any reason, you may contact us about this. We will consider requests to remove links but will have no obligation to do so or to respond directly to you.
Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.
We shall have no responsibility or liability for any content appearing on your Web site. You agree to indemnify and defend us against all claims arising out of or based upon your Website. No link(s) may appear on any page on your Web site or within any context containing content or materials that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill). Nothing in this disclaimer will:
- Limit or exclude our or your liability for death or personal injury resulting from negligence;
- Limit or exclude our or your liability for fraud or fraudulent misrepresentation;
- Limit any of our or your liabilities in any way that is not permitted under applicable law; or
- Exclude any of our or your liabilities that may not be excluded under applicable law.
The limitations and exclusions of liability set out in this Section and elsewhere in this disclaimer:
- are subject to the preceding paragraph;
- govern all liabilities arising under the disclaimer or in relation to the subject matter of this disclaimer, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
To the extent that the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.