3. Commencement of the Services

3.1. The Services shall be provided by Grovura Limited to the Client from the date agreed by the parties or, if earlier, the date referred to in condition 2.1.2.

4. Grovura Limited’s Obligations

4.1. Grovura Limited shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Client, in accordance with the Quotation.

4.2. Grovura Limited shall use reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

5. Client’s Obligations

5.1. The Client shall:

5.1.1. co-operate with Grovura Limited in all matters relating to the Services;

5.1.2. provide to Grovura Limited, in a timely manner, such Client Material and other information as Grovura Limited may reasonably require and ensure that such information is accurate in all material respects;

5.1.3. ensure that all Client Material is owned by the Client, or, if not, ensure that the Client has permission from the legal owner to enable Grovura Limited to legitimately use the Client Material in the provision of the Services;

5.2. The Client acknowledges that the late supply of Client Material may impact Grovura Limited’s ability to deliver the Services. If Grovura Limited’s performance is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants, or employees, Grovura Limited shall not be liable for any resulting costs, charges, or losses.

5.3. The Client shall indemnify Grovura Limited against all costs, charges, or losses incurred due to the Client’s fraud, negligence, failure to perform, or delay in performing its obligations, subject to written confirmation by Grovura Limited.

5.4. The Client shall indemnify Grovura Limited against all losses, costs, or charges arising from any claim that Grovura Limited’s use of Client Material infringes a third party’s intellectual property rights.

5.5. The Client shall not, without prior written consent from Grovura Limited, from the date of the Contract until 6 (six) months after the last date of Services, solicit, entice, or employ any employee, consultant, or subcontractor of Grovura Limited involved in the Services.

5.6. Any consent given by Grovura Limited under condition 5.5 shall be subject to the Client paying a fee equal to 20% of the annual remuneration of the relevant individual (or the higher remuneration offered by the Client).

6. Charges and Payment

6.1. In consideration of the provision of the Services by Grovura Limited, the Client shall pay the charges as set out in the Quotation.

6.2. Unless otherwise agreed in writing by Grovura Limited and subject to condition 7.2 (where applicable), fifty per cent (50%) of the total price for the Services must be paid prior to Grovura Limited commencing the Services, and the remaining fifty per cent (50%) shall be paid by the Client to Grovura Limited (without deduction or set-off) upon completion and delivery of the Services.

6.3. All invoices are payable upon receipt by the Client, as payments dictate progression of the project at specific milestones. If invoices are not paid immediately, Grovura Limited reserves the right to suspend work on the project until payment is made. Any alternative payment terms must be agreed in writing by Grovura Limited.

6.4. All charges quoted to the Client are exclusive of VAT, which Grovura Limited shall add to its invoices at the applicable rate.

6.5. Unless otherwise stated in writing, any price or daily rate contained in the Quotation excludes:

6.5.1. the cost of hotel, subsistence, travel, and any other ancillary expenses reasonably incurred in connection with the Services, as well as materials or disbursements. These will be invoiced at cost; and

6.5.2. VAT, which Grovura Limited shall add to its invoices at the applicable rate.

6.6. Any additional work requested by the Client after commencement of the Services, and outside the scope of the Quotation (including services procured to carry out the Services), shall be treated as additional and invoiced separately at the rates set out in Grovura Limited’s current rate card.

6.7. All charges listed in Quotations are estimates and subject to final confirmation of technical specifications.

6.8. The Client may request up to two (2) amendments to design work/artwork supplied for approval. Any additional amendments will be treated as extra work and charged at Grovura Limited’s standard hourly rates.

6.9. If the Client believes that the design work does not conform to the agreed description, it must notify Grovura Limited within three (3) days of receipt. If no notification is received, the work shall be deemed accepted.

For the purposes of this clause, Grovura Limited’s liability for defects shall be limited to replacing the Deliverables at no additional cost, provided the defect is reported in accordance with this clause and the Deliverables are returned for inspection.

6.10. Once the Client has approved the Deliverables, any further design work requested will be charged in accordance with Grovura Limited’s current rate card.

6.11. The parties agree that Grovura Limited may review and increase its standard hourly rates at any time, provided such increases occur no more than once in any 12-month period.

Grovura Limited shall provide one (1) month’s written notice. If the increase is not acceptable, the Client may terminate the Contract by giving three (3) months’ written notice within two (2) weeks of receiving such notice.

6.12. Without prejudice to any other rights, if the Client fails to pay any amount due on the Due Date, Grovura Limited may:

6.12.1. charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily and compounded quarterly until payment is made; and

6.12.2. suspend all Services until payment is received in full.

6.13. Time for payment shall be of the essence of the Contract.

6.14. All sums payable to Grovura Limited under the Contract shall become immediately due upon termination, without prejudice to any right to claim interest.

6.15. Grovura Limited may set off any liability owed by the Client against any liability owed to the Client.

7. Website Design and Development

7.1. Where requested by the Client, Grovura Limited will design and build a website or develop the Client’s website based on the brief agreed between the Client and Grovura Limited.

7.2. Payment for the Services shall be made in accordance with condition 6 above. The balance of Grovura Limited’s charges must be paid prior to the website going live. If any charges are not paid on or before the due date, Grovura Limited may suspend the provision of the Services and will not upload the website to the Client’s server or supply the website files for use on any third-party hosting server.

7.3. Once Grovura Limited has been paid in full for its website design and development services, Grovura Limited will provide a version of the Client’s website for review and approval.

If the Client believes that the website design and/or development does not conform to the agreed brief, the Client must notify Grovura Limited within 3 (three) days of receiving the version of the website.

If no notification is received within this period, the website will be deemed accepted and to conform to the description of the Services. Once approval has been given (including approval via email or verbal confirmation), Grovura Limited will release the website to the Client.

After approval, Grovura Limited shall have no liability for errors or downtime caused by changes made to the website by the Client or any third parties.

7.4. Grovura Limited reserves the right to refuse to handle any material that it considers to be offensive, illegal, or controversial.

7.5. Unless otherwise agreed, the Client agrees that Grovura Limited may use any ideas, concepts, know-how, or techniques developed during the construction of the Client’s website for any purpose, including developing, manufacturing, and marketing products or services incorporating such information.

8. Website Hosting and Maintenance Services

8.1. Where requested by the Client, Grovura Limited will procure website hosting and maintenance services and will use reasonable endeavours to provide a reliable and professional service.

8.2. Payment for hosting and maintenance must be made in advance unless otherwise agreed. Where alternative arrangements are made, the Client must set up a standing order or direct debit to pay Grovura Limited’s charges monthly.

Grovura Limited reserves the right to deactivate the Client’s website if hosting and/or maintenance fees are not paid on time.

An administration fee (currently £87) may be charged to reactivate the website.

8.3. Grovura Limited cannot guarantee that hosting services will be available at all times, particularly where failures occur beyond its control.

8.4. For maintenance purposes, hosting services may occasionally need to be suspended for short periods. Grovura Limited will endeavour to notify the Client in advance where possible.

8.5. As Grovura Limited uses a third-party provider for hosting and maintenance, Grovura Limited shall not be liable for these services. Any issues or claims relating to hosting must be raised directly with the hosting provider. Details of the hosting provider will be supplied to the Client by Grovura Limited.

9. Digital Marketing, SEO and PPC Services

9.1. Grovura Limited will provide the Digital Marketing Services detailed in the Quotation. These services include initial SEO and PPC setup only. No ongoing SEO or PPC services will be provided unless agreed separately.

9.2. Grovura Limited will use reasonable efforts to improve the position of the Client’s website in search engine results but does not guarantee any specific ranking or placement.

9.3. Grovura Limited shall not be liable for any changes in the ranking or position of the Client’s website in search engine results. The Client acknowledges that Grovura Limited has no control over search engine policies regarding website acceptance, content, or ranking algorithms.

9.4. Where Grovura Limited recommends technical actions required for delivering services under this condition, the Client agrees to implement those recommendations. If the Client fails to do so, Grovura Limited shall not be liable for any failure to perform those services.

10. Intellectual Property Rights

10.1. Unless otherwise agreed in writing (for example where Grovura Limited licenses the design and code of a website to the Client for an annual fee), all Intellectual Property Rights in the Deliverables and Pre-existing Materials (excluding Client Material) shall remain the property of Grovura Limited.

10.2. Subject to condition 10.4, Grovura Limited grants the Client a non-exclusive, worldwide, royalty-free licence to use the Deliverables and Services solely for the purposes of the Contract.

This licence shall terminate immediately if any invoice becomes overdue.

If the Client wishes to use the Deliverables or Intellectual Property Rights outside the scope of the Contract, prior written agreement must be obtained from Grovura Limited on commercial terms to be agreed.

10.3. The Client grants Grovura Limited a licence to use the Client Material solely for the purpose of providing the Services.

10.4. The Client acknowledges that where Grovura Limited does not own certain Pre-existing Materials, the Client’s rights to use those materials are subject to Grovura Limited obtaining the appropriate licence from the relevant third-party owner.

10.5. The Client acknowledges that Grovura Limited is not responsible for searching registered trademarks or contacting the Intellectual Property Office unless specifically requested by the Client and agreed within the Contract and Quotation.

11. Limitation of Liability

11.1. This condition sets out the entire financial liability of Grovura Limited (including the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of:

• any breach of the Contract;
• 11.1.1. any use made by the Client of the Services, the Deliverables, or any part of them; and
• 11.1.2. any representation, statement, or tortious act or omission (including negligence) arising under or in connection with the Contract.

11.2. All warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

11.3. Nothing in these Conditions limits or excludes the liability of Grovura Limited:

11.3.1. for death or personal injury resulting from negligence; or

11.3.2. for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Grovura Limited.

11.4.1. Subject to conditions 11.2 and 11.3, Grovura Limited shall not be liable for:

• loss of business;
• loss of goods;
• loss of contract;
• loss of use (including, for example, the Client’s website being unavailable);
• loss or corruption of data or information; or
• any special, indirect, consequential, or purely economic loss, costs, damages, charges, or expenses.

11.4.2. Grovura Limited’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise arising in connection with the performance (or contemplated performance) of the Contract shall be limited to the total charges paid for the Services in the 12 (twelve) months immediately preceding the event giving rise to the claim.

12. Data Protection

12.1. The Client agrees to comply with its obligations as a data controller under applicable data protection laws. The Client acknowledges and agrees that Grovura Limited will act as a data processor in relation to the Services.

13. Termination

13.1. Either party may terminate the Contract without liability by giving not less than 4 (four) weeks’ written notice to the other party (except for hosting contracts, which require not less than 13 (thirteen) weeks’ notice).

13.2. Without prejudice to any other rights or remedies, either party may terminate the Contract immediately by written notice if:

13.2.1. the other party commits a material breach of the Contract and (if remediable) fails to remedy it within 14 (fourteen) days of written notice;

13.2.2. the other party repeatedly breaches the Contract in a way that reasonably indicates it does not intend or is unable to comply;

13.2.3. the other party is unable to pay its debts or becomes insolvent within the meaning of the Insolvency Act 1986;

13.2.4. the other party enters into arrangements with creditors (except for solvent restructuring);

13.2.5. steps are taken for winding up (except for solvent restructuring);

13.2.6. an administrator is appointed or applied for;

13.2.7. a floating charge holder appoints a receiver;

13.2.8. a receiver is appointed over assets;

13.2.9. enforcement action is taken against assets and not resolved within 14 days;

13.2.10. any equivalent event occurs in another jurisdiction;

13.2.11. the other party suspends or ceases a substantial part of its business.

13.3. Grovura Limited may terminate the Contract on one (1) month’s written notice if there is a change of control of the Client (as defined in section 574 of the Capital Allowances Act 2001).

13.4. On termination for any reason:

13.4.1. the Client shall immediately pay all outstanding invoices to Grovura Limited, including any accrued interest. Grovura Limited may invoice for any Services provided but not yet billed, payable immediately on receipt;

13.4.2. accrued rights and obligations shall not be affected, and any provisions intended to survive termination shall continue in force.

14. Confidentiality and Property

14.1. The Client shall keep confidential all technical or commercial know-how, specifications, inventions, processes, and other confidential information disclosed by Grovura Limited.

14.2. The Client may disclose such information only:

14.2.1. to employees, advisers, or subcontractors who need it to perform obligations; and

14.2.2. where required by law or regulatory authority.

14.3. The Client shall ensure all recipients comply with these confidentiality obligations.

14.4. The Client shall not use confidential information for any purpose other than fulfilling the Contract.

14.5. All materials, equipment, documents, and data provided by Grovura Limited (including Pre-existing Materials) shall remain the property of Grovura Limited and must be:

• kept safe and in good condition
• used only as authorised
• returned upon request

15. General

15.1. Grovura Limited shall not be liable for failure or delay caused by events beyond its reasonable control, including (but not limited to) strikes, failures of utilities, natural disasters, war, or supplier failures.

15.2. No variation of the Contract shall be valid unless in writing and signed by both parties.

15.3. Failure or delay in exercising any right does not waive that right.

15.4. If any provision is found invalid or unenforceable, it shall be modified or removed to the minimum extent necessary, without affecting the rest of the Contract.

15.5. The Contract constitutes the entire agreement between the parties.

15.6. Each party confirms it has not relied on any representations outside this Contract.

15.7. The Client may not assign its rights without written consent from Grovura Limited.
Grovura Limited may assign or subcontract its obligations at any time.

15.8. Nothing in the Contract creates a partnership or agency relationship.

15.9. Third parties have no rights under the Contract (under the Contracts (Rights of Third Parties) Act 1999 or otherwise).

15.10. Notices must be in writing and delivered by hand, post, courier, or other agreed method.

15.11. The Contract is governed by the laws of England and Wales, and disputes shall be subject to the exclusive jurisdiction of its courts.