Terms of Service2018-07-30T06:48:02+00:00

Our Terms of Service

1 A. This agreement is between Dignitas Ventures LTD (Company No. 09090758) whose registered office is at 12 Prestongate, Hessle, Hull, HU13 0RE, East Yorkshire, United Kingdom (referred to throughout as ‘New Cove Marketing’) and the client whose details are present on the estimate or initial deposit invoice (referred to throughout as ‘Client’).

1 B. This agreement forms a binding contract between New Cove Marketing and the client respective to the products and services provided.

1 C. This agreement is effective immediately upon being engaged via:

  1. Completing a Customer Engagement Form on the New Cove Marketing website.
  2. Approving an Official Estimate via printed signature (digital signatures are accepted).
  3. Processing payment of an Official Invoice via any of the provided payment gateways.

1 D. Dignitas Ventures is an independent contractor to the client, and shall not be deemed to be a partner of, or otherwise associated with the client in any way unless otherwise stated by New Cove Marketing in writing or within this agreement.

1 E. The products and services provided are for the sole benefit of the client unless otherwise stated by New Cove Marketing in writing or within this agreement.

2. Definitions, Terminology & Interpretations

2 A. In this agreement the following definitions apply:

  1. ‘New Cove Marketing’ defines the trading style of Dignitas Ventures known as New Cove Marketing (website address www.newcove.co.uk).
  2. ‘Agreement’ defines this legally binding contract accessible via https://www.newcove.co.uk/terms/.
  3. ‘Customer Engagement Form’ defines the written agreement titled Customer Engagement Form that confirms the client’s account information and requests the client’s signature to enter this agreement.
  4. ‘Official Estimate’ defines a written proposal titled Official Estimate from New Cove Marketing to be received by the client which requests approval via signature.
  5. ‘Official Invoice’ defines any invoices raised by New Cove Marketing to be received by the client.
  6. ‘Campaign’ defines a product or service delivered on an ongoing basis including search engine optimisation, social media marketing and pay per click marketing.
  7. ‘Communication Default’ defines the process in which New Cove Marketing may terminate the agreement without financial reimbursement or further delivery of any products and services.

2 B. The headings in this agreement are for convenience only and shall not affect its construction or interpretation.

2 C. Any references to a statute, directive, regulation, code or guideline (referred to as ‘legislation’) are references to such legislation as amended, modified or re-enacted from time to time.

3. Service Level Agreement

3 A. New Cove Marketing provide website design services aligned with the following clauses:

  1. New Cove Marketing will deliver the product in four stages unless otherwise stated in the client estimate. These stages include:
    1. Initial image based homepage concept.
    2. Homepage design on an online development environment.
    3. Full website design on an online development environment.
    4. The completed website design on an online development environment including revisions.
  2. The client may request changes at any of the four outlined stages of delivery:
    1. We will provide an unlimited volume of revisions in circumstances where we provided incorrect spelling and grammar.
    2. We may request the client to provide specific written or visual annotations for each requested change prior to implementation at our own discretion should we feel the client is being difficult or vague.
    3. We reserve the absolute right to refuse requested changes without reimbursement excluding those related to spelling and grammar at our discretion should we feel the client is being difficult or vague.

3 B. New Cove Marketing provide website development services aligned with the following clauses:

  1. New Cove Marketing will deliver the product in four stages unless otherwise stated in the client estimate. These stages include:
    1. Initial image based interface concept.
    2. User interface design in preparation for functionality.
    3. Introduction of functionality and integration into the user interface.
    4. Delivery of completed website development product for final testing and approval
  2. The client may request changes at any of the four outlined stages of delivery:
    1. We will provide an unlimited volume of revisions in circumstances where we provided incorrect spelling and grammar.
    2. We may request the client to provide specific written or visual annotations for each requested change prior to implementation at our own discretion should we feel the client is being difficult or vague.
    3. We reserve the absolute right to refuse requested changes without reimbursement excluding those related to spelling and grammar at our discretion should we feel the client is being difficult or vague.

3 C. New Cove Marketing provide search engine optimisation services aligned with the following clauses:

  1. New Cove Marketing will use our bespoke campaign approach as we see necessary and:
    1. Provide live rank tracking software via a third party provider.
    2. Provide quarterly reports to track objectives and progression.
  2. The client may request changes or strategy amendments based on the following terms:
    1. We will provide an unlimited volume of revisions in circumstances where we provided incorrect spelling and grammar.
    2. We reserve the absolute right to refuse requests for changes and strategy amendments where we feel this would not be in the best interest of the campaign or it would require further time and resources from New Cove Marketing without financial reimbursement.

3 D. New Cove Marketing provide pay per click marketing services aligned with the following clauses:

  1. New Cove Marketing will manage the advertising spend of your Google advertising budget and:
    1. Provide quarterly reports to track objectives and progression.
  2. The client may request changes or strategy amendments based on the following terms:
    1. We will provide an unlimited volume of revisions in circumstances where we provided incorrect spelling and grammar.
    2. We reserve the absolute right to refuse requests for changes and strategy amendments where we feel this would not be in the best interest of the campaign or it would require further time and resources from New Cove Marketing without financial reimbursement.

3 E. New Cove Marketing provide social media marketing services aligned with the following clauses:

  1. New Cove Marketing will use our bespoke campaign approach as we see necessary and:
    1. Provide quarterly reports to track objectives and progression.
  2. The client may request changes or strategy amendments based on the following terms:
    1. We will provide an unlimited volume of revisions in circumstances where we provided incorrect spelling and grammar.
    2. We reserve the absolute right to refuse requests for changes and strategy amendments where we feel this would not be in the best interest of the campaign or it would require further time and resources from New Cove Marketing without financial reimbursement.

3 F. Any delivery dates for products or services described by New Cove Marketing are provided as estimates and do not form part of this agreement unless otherwise stated and referencing this clause in writing.

3 G. New Cove Marketing do not provide any guarantees and will not be held liable for the results of campaigns including search engine optimisation, social media marketing and pay per click marketing unless otherwise stated and referencing this clause in writing.

3 H. The client is responsible for providing content required to complete the delivery of any services and failure to provide these assets within thirty days enables New Cove Marketing to exclude this attribute from the deliverable or terminate the project without reimbursement at our discretion.

3 I. New Cove Marketing reserves the right to sub-contract, sub-license or otherwise transfer certain parts of the services to specified third parties as it deems necessary or appropriate.

3 J. New Cove Marketing will use reasonable endeavors to ensure that the same person acts as the client’s point of contact throughout the term, but may replace that person from time to time where reasonably necessary in our interests.

3 K. Any samples, drawings, descriptive matter or advertising issued by New Cove Marketing, and any descriptions or illustrations contained in New Cove Marketing’s catalogues or brochures in relation to the services (collectively referred to as ‘marketing materials’), are issued or published for the sole purpose of giving an approximate idea of the services described in them. Such marketing materials do not form part of this agreement or have any contractual force.

3 L. Any products served over browser (including but not limited to website design and development) will be provided in support of the latest and one previous version of that browser limited to Chrome, Firefox, Edge and Explorer.

4. Communication & Conduct

4 A. New Cove Marketing offer three modes of communication which include telephone and email in addition to live chat and video conferencing via Flock. We do not accept responsibility or liability for the receipt or security of any information submitted via other channels unless otherwise stated by New Cove Marketing in writing.

4 B. New Cove Marketing report on the status and performance of the products, services and other information to the client via email to the primary contact (as listed on the client account) respective of the delivery commitments outlined below:

  1. Clients may add, transfer or remove primary persons of contact by providing a written request to [email protected]
  2. Clients may request alternate methods of communication in writing to be considered and approved at the sole discretion of New Cove Marketing

4 B. In the event that New Cove Marketing personnel are unable to establish communication with the client (verbal or written response) within fourteen days, the client may be served a communication default notice by email. Failure to respond to this notice within thirty days may result in the termination of your account at the discretion of New Cove Marketing.

4 C. New Cove Marketing reserve the absolute right to terminate the agreement without prior warning should we deem your conduct towards our staff, contractors or colleagues inappropriate and offensive.

4 D. New Cove Marketing reserve the absolute right to terminate the agreement without prior warning should we believe that our services are being used in connection with illegal, immoral or unethical business practices.

4 E. Should New Cove Marketing be suspicious regarding illegal activity, New Cove Marketing may share any and all supporting information and documentation with the relevant legal authorities.

5. Accounts & Billing

5 A. Official estimates provided by New Cove Marketing remain active for fourteen days. By accepting an estimate, you are competing a purchase order and enter this agreement with the understanding that an initial deposit invoice will be raised immediately.

5 B. New Cove Marketing will provide all invoices to the email address held for the primary contact persons unless otherwise agreed between both New Cove Marketing and the client (in writing and signed by both parties) in advance.

5 C. The client can complete payment for outstanding invoices via PayPal (visit here) or direct bank transfer. New Cove Marketing are not liable for any loss of funds in the event that the client incorrectly enters the payment information.

5 D. Invoices raised by New Cove Marketing in relation to singularly deliverable products (including website design, development and creative writing) for the client are bound to the following terms:

  1. Initial deposit invoices are due within seven days of delivery.
  2. Once the project has been completed the final invoice is raised and due within thirty days.
  3. New Cove Marketing reserve the right to withhold the final deliverable until the final invoice is settled.
  4. Additional payment stages may be introduced prior to accepting this agreement if outlined in writing on the official estimate (by New Cove Marketing) alongside their relevant due dates. By approving the estimate, the client is accepting these additional terms.

5 E. Invoices raised by New Cove Marketing in relation to marketing services (including search engine optimisation, social media and pay per click) for the client are bound to the following terms:

  1. Initial deposit invoices raised in response to an approved estimate are due within seven days of delivery.
  2. Recurring invoices excluding the first month (including monthly, quarterly and yearly payment cycles) are raised at the start of the services monthly term and are due within thirty days.

5 F. Failure to complete payment for overdue invoices may result in further consequences at the discretion of New Cove Marketing including:

  1. Failure to receive payment within the specified time frame will result in a late penalty of £10.00 and New Cove Marketing may suspend the delivery of any further services to the client until the balance is resolved.
  2. If we’re unable to recover the amount after a further thirty days, you may be charged an additional fixed fee for recovery of £30.00.
  3. Should the outstanding balance continue to remain unresolved we may initiate formal proceedings.

5 G. New Cove Marketing reserve the right to amend our pricing for both products and services on the basis that:

  1. The client is provided with ninety days of advanced notice to the change taking effect.
  2. The client is given the opportunity to terminate the current service agreement prior to any new pricing being introduced.

6. Terminations

6 A. Without affecting any other right or remedy available to it, either party may terminate one or more of the services delivered via New Cove Marketing (including search engine optimisation, social media and pay per click) by giving the other party thirty days prior written notice. In the event of a party terminating one or more of the services in accordance with this clause, the terms of this agreement will continue to apply to the remaining service(s).

6 B. Without affecting any other right or remedy available to it, New Cove Marketing may terminate this agreement with immediate effect by giving written notice to the client if:

  1. The client fails to pay any amount due under the agreement on the due date for payment.
  2. There is a change of control of the client.

6 C. Expiry or termination of one or more (but not all) of the services shall not affect New Cove Marketing’s obligation to provide the remaining services or the client’s obligations to pay the fees in respect of the remaining services. When all services have expired or terminated, this agreement shall terminate automatically and all outstanding fees due to New Cove Marketing shall become immediately payable and due within seven days (respective of the same late penalties referred to in clause 5 F).

6 D. The termination or expiry of this agreement (howsoever caused) will not affect any rights and/or liabilities of either party which have accrued before termination or expiry.

6 E. Any provision of this agreement which expressly, or by implication, is intended to come into or continue in effect on or after termination or expiry shall remain in full force and effect.

6 F. If this agreement is terminated, the client shall (at New Cove Marketing’s request and election) promptly render permanently inaccessible, all confidential information shared by New Cove Marketing, together with all other materials in its possession that were disclosed to it by New Cove Marketing under this agreement.

6 G. New Cove Marketing’s obligations to the client under this agreement, and all licences granted under this agreement by a party, shall immediately cease when this agreement is terminated.

7. Intellectual Property

7 A. New Cove Marketing and its licensors own, and shall retain ownership of, all intellectual property rights of materials shared with the client unless otherwise stated in writing by a director of Dignitas Ventures.

7 B. Any materials provided by the client will remain the intellectual property of the client unless otherwise stated in writing from the client.

7 C. The client hereby grants New Cove Marketing a fully paid-up, non-exclusive, royalty-free, worldwide, transferable licence to copy, modify and use any materials provided by the client to New Cove Marketing.

7 D.New Cove Marketing grants the client a non-exclusive, non-transferrable, revocable, limited licence of any provided New Cove Marketing materials whilst actively subscribed to New Cove Marketing’s social media marketing, search engine optimisation or pay per click services. For the avoidance of doubt, the client may not sub-license, assign or otherwise transfer the rights in the materials without New Cove Marketing’s prior written consent.

7 E. All intellectual property rights in or arising out of or in connection with any services provided by New Cove Marketing (other than intellectual property rights of any materials provided by the client) shall be owned exclusively by, and vest absolutely in, New Cove Marketing.

7 F. Unless otherwise stated in advance of receipt, the client declares valid licence to all material shared with New Cove Marketing and shall hold New Cove Marketing harmless from, and on demand indemnify New Cove Marketing and keep New Cove Marketing indemnified in full from and against, all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by New Cove Marketing, and any sums agreed to in settlement, as a result of, or in connection with, any claim brought against New Cove Marketing, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, New Cove Marketing’s receipt or use of the materials provided by the client in accordance with this agreement.

8. Confidentiality

8 A. New Cove Marketing will hold all content and information that the client has provided and either marked as confidential, or is notified to New Cove Marketing as being confidential in the strictest confidence, and will not disclose any such content or information to any other person, company or organisation. The confidentiality obligations in clause 8 A shall not apply to:

  1. Any disclosures that New Cove Marketing is required to make by law, by a court of competent jurisdiction, or by any regulatory body.
  2. Information that has come into the public domain through no fault of New Cove Marketing.
  3. Information that New Cove Marketing develops independently or receives from a third party.

8 B. New Cove Marketing reserves the right to share the confidential information with its personnel, sub-contractors, professional advisors, consultants and auditors, who will each be informed of the confidential nature of the shared information and instructed to treat such information confidentially.

8 C. The client will hold all information marked confidential by New Cove Marketing in the strictest confidence. This is including, without limitation, any personal data accessed and/or processed by the client’s personnel) and any confidential information relating to the business, affairs, strategies, suppliers or staff of New Cove Marketing. The confidentiality obligations in Clause 8 C shall not apply to:

  1. Any disclosures that the client is required to make by law, by a court of competent jurisdiction, or by any regulatory body, but only to the minimum extent required, and provided that the client first notifies New Cove Marketing of the requirement (if not prohibited by applicable law).
  2. Information that has come into the public domain through no fault of the client.
  3. Information that the Client develops independently (without the benefit of confidential information shared by New Cove Marketing) or receives from a third party (which is not in breach of a continuing obligation of confidentiality to New Cove Marketing).
  4. The client’s right to share the confidential information with its personnel, professional advisors, consultants and auditors, who will each be informed of the confidential nature of the information and instructed to treat such information confidentially and the client shall be liable to New Cove Marketing if any such party should fail to comply with the terms of such confidentiality obligation.

8 D. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under this agreement.

9. Warranties & Indemnities

9 A. The client warrants to New Cove Marketing that:

  1. It has the full power, capacity and authority to enter into the agreement and to perform its obligations under this agreement.
  2. It will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of personal data to New Cove Marketing for the duration and purposes of this agreement.
  3. Receipt and use of the services shall be for legitimate business purposes and in compliance with all applicable laws and regulations
  4. The client has obtained all necessary approvals, consents and permissions from any relevant authority or third party in connection with its receipt and use of the services.
  5. Any materials provided by the client are accurate, complete and up to date, and the client accepts sole responsibility and liability for such materials.

9 B The client will hold New Cove Marketing harmless from, and indemnify New Cove Marketing on demand and keep fully and effectively indemnified New Cove Marketing from and against, any liability, losses, damages, costs (including legal fees) and expenses of any nature incurred by New Cove Marketing directly or indirectly from:

  1. Any breach of the client’s confidentiality obligations under clause 8 C of these terms of service.
  2. Any breach by the client of clause 9 A of the these terms of service (the indemnities in this clause shall remain in full force and effect notwithstanding the termination or expiry of this agreement).

9 C. If any third party makes a claim, or notifies New Cove Marketing that it is intending to make a claim, against New Cove Marketing, which may reasonably be considered to be likely to give rise to a liability under an indemnity given under clause 7 F or clause 9 B of this agreement, New Cove Marketing will give the client written notice of such claim and allow the client to have sole authority to dispute, compromise or defend such claim with the assistance of New Cove Marketing as reasonably requested by the client (and the client agrees to reimburse New Cove Marketing in full for all such assistance).

10. Limitations Of Liability

10 A. Subject to clauses 10 B to 10 C (inclusive), New Cove Marketing’s liability to the client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise arising out of, or in connection with, this agreement shall not exceed an amount which is equal to the average annual fees (calculated by reference to the fees in successive twelve (12) month periods from the effective date) paid by the client as at the date that the relevant liability accrued.

10 B. Subject to clause 10 C, New Cove Marketing shall have no liability to the client in any circumstances, whether in tort (including, without limitation, for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for respect of any: (i) loss of income, sales, business or revenue; (ii) loss of profits; (iii) loss or corruption of software, data or information; (iv) loss of business opportunity, goodwill or reputation; (v) business interruption; (vi) loss of anticipated savings; or (vii) for any indirect or consequential loss or damage of any kind.

10 C. Notwithstanding anything contained in this agreement, neither party excludes or limits its liability for: (i) personal injury or death resulting from its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 or any other liability which cannot be excluded or limited by law.

10 D. Save as expressly set out in this agreement, the services and the New Cove Marketing materials are provided to the client ‘as is’, and ‘as available’, and to the maximum extent permitted by applicable law, no warranties (whether express or implied) are made by New Cove Marketing as to their suitability, fitness for purpose, accuracy or otherwise.

10 E. All warranties, conditions and other terms, express or implied (by statute or otherwise) are, unless expressly set out in this agreement, excluded from this agreement to the fullest extent permitted by applicable law.

11. Miscellaneous

11 A. This agreement shall be governed by the laws of England and Wales whose courts shall have exclusive jurisdiction in the event of a failure to resolve any dispute (including non-contractual disputes) arising between the parties.

11 B. This agreement constitutes the entire agreement between the parties relating to the matters provided for herein and supersedes all previous agreements, understandings or arrangements between the parties relating to these matters and each of the parties acknowledges and agrees that in entering into the agreement it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether Party to the agreement or not) other than as expressly set out in the agreement. Nothing in this clause shall limit or exclude any liability for fraud.

11 C. The client shall not during the service term, nor for a period of twelve (12) months following the termination or expiry of this agreement for any reason, on its own behalf or on behalf of any third party, directly induce, or attempt to induce, any person employed by New Cove Marketing who has been engaged in the provision of the services to the client to leave the employment of New Cove Marketing.

11 D. New Cove Marketing may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the agreement.

11 E. The client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the agreement without the prior written consent of New Cove Marketing.

11 F. If New Cove Marketing wishes to vary the terms of this agreement, the client must be notified of the variation(s) thirty days prior to enforceability of said variations however the existing agreement will remain in effect and enforceable. New Cove Marketing reserves the right to suspend or terminate this agreement (including the provision of the services) with immediate effect if the client does not accept any such variation(s).

11 G. The waiver by either of the parties of any breach of any of the provisions of this agreement shall not prevent the subsequent enforcement of that provision and shall not be deemed a waiver of any subsequent breach. The rights of either of the parties shall not be prejudiced or restricted by any time, indulgence or forbearance extended to the other.

11 H. A person who is not a party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

11 I. The invalidity or unenforceability of any provision, part-provision or any right arising under this agreement shall not affect the validity or enforceability of any other provisions or rights. If any provision or part-provision is adjudged to be invalid or unenforceable, but would be adjudged valid or enforceable if any part(s) of their wording were deleted or modified, the relevant provisions shall apply with such deletions or modifications as may be necessary to make them valid and effective.

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