Terms & Conditions for Proven Improvement Limited

1. General

1. ‘Client’ – is any person who has contacted Proven requesting information, or who has entered into a Contract with Proven for the provision of, but not limited to, marketing services, website design, search engine optimisation, creative/graphic design, sales consultancy, copywriting (the Services).
2. ‘Proposal’ – The Services offered to the Client by Proven in accordance with their initial instructions supplied to Proven and the Fee payable for these. The Proposal will be open for acceptance for 30 days from issue unless otherwise stated by Proven in writing.
3. ‘Contract’ – The legal agreement between Proven and the Client for the provision of Services under the Proposal.
4. ‘The Website’ – the business website created, designed or amended by Proven in accordance with the Proposal.
5. ‘The Fee’ – The sum payable for the provision of the Services ordered by the Client as set out in the Proposal and any additional sums agreed between the parties. This will include Proven’s charges and any agreed expenses.
6. ‘Payment’ – can be by BACS, direct debit, or PayPal.
7. ‘Delivery Period’ – the time from the date of the Contract to the completion of the project.
8. ‘Days’ – All the days in a week including Bank Holidays.
9. These Terms and Conditions will represent the whole of the Terms between Proven and the Client. Any changes to these must be agreed in writing by Proven.

2. The Contract

1. 1. The Contract is made when the Client has accepted a Proposal for the supply of Services, paid the initial Fee required and Proven has accepted the order by email or otherwise in writing.
  2. The Contract for a set project once made cannot be cancelled unless a trial period has been agreed in advance.
  3. A Contract from month to month will continue until terminated by one party giving the other one month’s notice in writing. Proven can terminate such a contract immediately should the Client commit a material breach of the Contract or these Terms and Conditions.
  4. The Contract can only be amended with the consent of Proven in writing. The Client must accept that requested amendments may incur additional Fees and an extended Delivery Period.
  5. If Proven is unable to accept your order you will be informed as soon as possible.
  6. Proven has the right to discontinue the provision of any Services if it believes they could be libellous, illegal or a breach of any third-party rights.
  7. The Client shall have no right to seek any cancellation or repayment of the Fee based on the style or composition.
  8. The Client will have the opportunity to read these Terms and Conditions and any questions answered before entering the Contract and so the Client is accepting these Terms and Conditions by entering the Contract.

3. The Client’s Obligations

1. If the Client does not provide all the necessary details for the Services to be produced the Client will be contacted and must provide the outstanding information as soon as possible. Delay in providing this information will lead to an extension in the Delivery Period. The Client accepts that any such delay is acceptable due to their actions and their responsibility.
2. Information provided by the Client to Proven must be complete, accurate and provided in good faith. Any changes in facts or relevant activities must be communicated to Proven as soon as possible. The Client accepts that changes could lead to the Contract being amended to cover the change in circumstances.
3. If Proven requires a decision, approval, consent or any other communication from the Client to provide the Services, the Client must provide these as quickly as possible and in any event within a reasonable time. Failure to comply may lead to an invoice being submitted and the Services terminated or paused.
4. It will be the Client’s responsibility to obtain any necessary consents, licences or any other permission required for the use of any images, material, copy or any other matter supplied by the Client to Proven for use in the Services. Proven will be under no obligation to check these have been properly obtained and the Client will indemnify Proven against any claims arising from their use.
5. Any delay in the provision of the Services arising from the failure of the Client to perform its obligations shall not be the responsibility of Proven and the Client shall accept this.
6. The Client will not, during the Contract or within 12 months thereafter, employ or contract the services of any person employed or engaged by Proven.

4. The Services

1. The Services to be supplied under the Contract will be as contained in the Proposal. Any amendment must be accepted by Proven in writing and an additional Fee may be payable.
2. The descriptions of the Services by Proven will be as accurate as possible and provided in good faith.
3. The Client must satisfy themselves that the Services on the Proposal meets its requirements before entering the Contract. Proven is always willing to answer any questions or queries.
4. The Client must accept that the Services supplied may vary slightly from the Proposal. Proven cannot guarantee that any item will be identical to the description in the Proposal and by entering the Contract the Client accepts this.
5. If the Client has any particular requirements that are essential to them, they must contact Proven to discuss the matter before entering a Contract to ensure this is acceptable to Proven.
6. Proven reserves the right to amend any Proposal or Contract where in its professional opinion such amendment will lead to an improved result for the Client.
7. The Client must accept that no exact colours are guaranteed and that the appearance on a screen or in an advertisement or literature can differ slightly from any draft submitted.
8. Proven reserves the right to subcontract any Services.
9. If any materials supplied by or on behalf of the Client including but not limited to copy, photos, artwork and designs are in the professional opinion of Proven not of the appropriate quality for the Website or other Services contained in the Proposal then Proven has the right to reject their use within the Website or other Services.
10. If the Client supplies any physical property such as artwork or samples to Proven these can be returned to the Client when no longer required by Proven if so asked by the Client.

5. Risk

1. Where Services include the provision of physical goods such as printed materials or discs the risk in such goods will pass to the Client when they’re delivered to the Client or its representative.
2. The title in such goods will not pass to the Client until payment of the Fee and any other expenses is made in full.

6.The Fee

1. The Fee must be paid in accordance with the Proposal.
2. The initial Fee required must be paid before the Contract is made unless otherwise agreed in writing by Proven.
3. If the Fee is payable upon certain stages being reached in the Services and an invoice being issued such invoice must be paid within 14 days or no further work will be carried out until payment in full is made.
4. For retained work payment must be made on the date agreed. If not paid then no further Services will be supplied until payment is made in full.
5. In the event of continuous late or non-payment of invoices, Proven reserves the right to request payment in advance before any future Services are supplied.
6. If an Invoice is not paid within 30 days of issue, then interest at 8% per annum above the current Bank of England base rate will be payable together with the current recovery fees.
7. All invoices must be paid in full without set-off, deduction or counterclaim.
8. The Fee includes Value Added Tax at the rate current at the time of the Contract. Due to circumstances beyond the control of Proven, the Value Added Tax can go up or down and the total Fee will be adjusted accordingly.
9. If The Fee or any other monies due to Proven remain unpaid, Proven reserves the right to take down the Website whether live or otherwise until payment in full is made.
10. If the Client wishes to transfer the Website to another server this will incur an extra charge. The Client will be charged at the current hourly rate for the work involved in implementing this. This invoice must be paid within 14 days .

7. Delivery

1. The Client will be advised and asked to accept the Delivery Period for the Services when the Contract is made. The Delivery Period will be the appropriate period Proven require to deliver the Services to their normal standard but is an estimate only.
2. Any issues that arise will be advised to the Client if the Delivery Period has to be revised.
3. Time is not of the essence with delivery. Proven will not be liable for any loss or damage suffered by the Client or any Third Party through any reasonable delay due to unforeseen circumstances.
4. If the Client requires delivery by a certain date then this must be communicated in writing to Proven before the contract is entered. Proven is only bound by such date if they confirm acceptance of this in writing.
5. If the Client does not supply information when requested or materials including copy and images promptly, they must accept that Delivery will be delayed but they may still be liable for payment of the Fee.

8. Limitation of Liability

1. Should Proven be prevented, hindered or delayed from performing their obligations under the Contract by circumstances outside of their control (including without limitation acts of God, flood, drought, earthquake, other natural disasters, epidemic or pandemic, a terrorist attack, war, civil commotion or riots, war, the threat of or preparation for war, armed conflict, the imposition of sanctions, embargo or breaking off diplomatic relations, nuclear, chemical or biological contamination, any law or action by government or public authority, the collapse of buildings, fire explosion or accident, any labour dispute or strike, non-performance by suppliers or subcontractors, interruption or failure of utility service, any action or order from the government or travel restrictions, Proven shall be relieved from performing their obligations and will not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations.
2. The Liability of Proven to the Client shall not exceed the Fee and any expenses charged.
3. Proven is not liable for any indirect or consequential losses to the Client or any Third Party.
4. The Contract is exclusive to the Client and no Third Party shall have any rights under that Contract.
5. Proven has no liability for any loss of profits, goodwill, reputation, special or indirect losses or any other business losses.
6. Proven does not exclude liability for death or personal injury caused by the negligence of Proven or their employees, agents or subcontractors or fraud or fraudulent misrepresentation.
7. It is assumed that the Client is purchasing the Services in the course of a business unless advised in writing by the Client and this is accepted by Proven.
8. The Client is liable for any reasonable costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment including that of any third party caused by the client, its agents or employees.

9. Intellectual property

1. All copyright, trademarks and all other intellectual property rights in all Services, materials, artwork, or any website content and/or custom development shall remain always vested in Proven. Any attempt to copy any designs, artwork, images, code, or materials, or reproduce, transmit, publish, display exploit, or create derivative items shall render the Client liable for damages.
2. Upon payment in full of the Fee Proven will grant the Client an indefinite licence to use the material supplied under the Contract for the purposes set out in the Contract in the Client’s own business.
3. If the materials supplied by Proven are used by a Third Party for any purpose, not in the Contract the Client will be liable to Proven for damages and will take appropriate steps to ensure such use ceases immediately.
4. If the Client wishes to use the content of the Services in a way beyond the Contract it must obtain written consent from Proven and pay any Fee requested before doing so.
5. The Client must be aware that Proven may have obtained a specific licence or other consent from a Third Party to use material in the provision of the Services. Use beyond the Contract could be in breach of such licence or consent and the Client will indemnify Proven against any costs, expenses or claims arising from such use beyond the limits of the Contract.
6. Any licence given by Proven to the Client will automatically terminate should the Client become insolvent, wound up or cease trading.

10. Confidentiality

1. Proven will keep all information supplied to them by the Client not in the public domain in connection with the Services private and confidential and this will continue for a period of two years after completion of the Services. Proven may disclose such information to any subcontractor, supplier or employee to the extent necessary to provide the Services.
2. Proven will not publicise any details of the Services provided to the Client without having obtained their written consent to do so but Proven may refer to the fact that they are providing Services to the Client in their business materials unless the Client expressly requests that they do not do so.
3. The Client will keep all information it discovers about Proven and its employees strictly confidential. This includes information relating to their business methods, practices, employees, contractors and includes all information whether labelled as Confidential or not. This continues after completion of the Services.

11. Data Protection

1. All data supplied to Proven by the Client will be kept safely in accordance with the General Data Protection Regulations (GDPR) and general UK legislation as set out in their current Privacy Notice.
2. The Client will similarly comply with all current data protection legislation when dealing with data regarding Proven.

12. Complaints

1. The Client must raise any problem or complaint it has with the Services immediately the issue arises, and Proven will seek to find a mutually acceptable solution.
2. The Client must, in any event, raise any Complaint about the Services within 14 days of the final Invoice being raised by Proven.
3. The complaint must be put in writing addressed to their account manager at Proven who will take steps to consult with the Client and find a solution.
4. If the Client remains dissatisfied with the Services, the matter will be passed to a Director who will take whatever steps they consider appropriate to resolve the issue.

13. Severance

If any part of these Terms and Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the Terms and Conditions and shall not affect the validity and enforceability of any of the remaining provisions.

14. Waiver

The waiver by Proven of a breach, default, delay, or omission of any of these terms or the Contract by the Client will not be construed as a waiver of any preceding or subsequent breach of the same or other provisions.

15. Transfer

The Client may not transfer any of their rights under the Contract to any Third Party.

16. Law

These Terms and Conditions are governed by the law of England and Wales.