Terms and Conditions

TERMS OF BUSINESS
It is mutually agreed that the following terms and conditions form an integral part of this contract and that no variation or modification shall be effective unless accepted by Ceels Lockley/Stay Fierce Ltd in writing.

1. INTERPRETATION

1.1. The following definitions and rules of interpretation apply in these Conditions:

“Ceels Lockley”

Ceels Lockley is a trading name of Stay Fierce Ltd, incorporated and registered in England with company number 12428230.

"Business Day"

a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

"Charge(s)"

the charges payable by the Client to Ceels Lockley in respect of the Services, including those set out in the Statement of Work together with any charges arising from any changes or any matters in addition thereto or otherwise in accordance with these terms.

"Client"

the person or firm who purchases Services from Ceels Lockley.

"Client Default"

has the meaning set out in clause 7.4.

"Commencement Date"

has the meaning given in clause 2.1.

"Conditions"

these terms and conditions as amended from time to time in accordance with their terms.

"Contract"

the contract between Ceels Lockley and the Client for the supply of Services in accordance with these Conditions.

"Deliverable"

any output of the Services to be provided by Ceels Lockley to the Client as specified in the Statement of Work.

"Intellectual Property Rights"

patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Materials"

the content provided to Ceels Lockley by or on behalf of the Client from time to time for incorporation in the Deliverables or in relation to the performance of the Services.

"Services"

the services supplied by Ceels Lockley to the Client as set out in the Statement of Work.

"Statement of Work"

the description or specification of the Services to be provided, provided in writing by Ceels Lockley to the Client, and any subsequent Statement of Work agreed in accordance with this agreement.

"Course"

a course, program, workshop, or other educational tool created, amended, or otherwise generated by Ceels Lockley pursuant to the Services.

1.2. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.3. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.4. A reference to person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5. A reference to writing or written excludes fax but includes email.

2. BASIS OF CONTRACT

2.1. On the earlier of:

2.1.1. the Client accepts the Statement of Work (whether in writing, online, or otherwise);

2.1.2. the parties each otherwise indicate in writing (which may be by email or other electronic communication) their acceptance to be bound by its terms; and

2.1.3. any act by Ceels Lockley consistent with providing the Services ,

the Contract shall commence and come into effect ("Commencement Date").

2.2. This Contract shall continue, unless terminated earlier in accordance with clause 10, until completion of the Services when it shall terminate automatically without notice save that, where the Services are noted in the Statement of Work as being provided on a monthly or other regular basis ("Retained Services") then in respect of those Retained Services this Contract shall continue for the period set out in the Statement of Work in respect of the performance of those Retained Services ("Initial Period") and shall continue thereafter until either party gives to the other at least one month’s written notice to terminate the Retained Services expiring after the Initial Period. For services under a monthly subscription basis, the Client can terminate the subscription at any time under their member area portal.

2.3. The Client may procure any of the services from time to time offered by Ceels Lockley in the ordinary course of business by agreeing a further statement of work with Ceels Lockley. For the avoidance of doubt, the Services (including the Retained Services) shall not include services not expressly set out in the Statement of Work.

2.4. Any samples, drawings, descriptive matter or advertising issued by Ceels Lockley, and any descriptions or illustrations contained in Ceels Lockley’s catalogues or brochures, or on Ceels Lockley’s website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6. If there is a conflict between the terms of the Statement of Work and these Conditions, then these Conditions shall prevail.

2.7. Any quotation given by Ceels Lockley shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.

3. SUPPLY OF SERVICES

3.1. Ceels Lockley shall supply the Services to the Client in accordance with the Statement of Work in all material respects.

3.2. Ceels Lockley reserves the right to amend the Statement of Work if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Ceels Lockley shall notify the Client in any such event.

3.3. Ceels Lockley warrants to the Client that the Services will be provided using reasonable care and skill.

3.4. Ceels Lockley is only responsible for the Services set out in the Statement of Work and unless expressly stated otherwise in the Statement of Work, Freelance takes no responsibility and is not liable for:

3.4.1. search engine, digital store, or other similar rankings;

3.4.2. the amount of money, profit, or savings (whether pecuniary or time-related) generated by or derived from the Course or any other learning tool, social media, or other online presence;

3.4.3. obtaining licences for materials included in the Materials;

3.4.4. services which the Client instructs third parties to carry out or any fees payable to such third parties;

3.4.5. reviewing or maintaining the Client’s customer databases or advising on compliance with data protection laws (or any other applicable laws, rules, or regulations);

3.4.6. making design or any other changes or alterations that do not adhere to the criteria set out in the Statement of Work.

4. CLIENT’S OBLIGATIONS

4.1. The Client shall:

4.1.1. ensure that the terms of the Statement of Work and any information it provides for the purpose of or pursuant to the Statement of Work are complete and accurate and hereby confirms that the Services detailed are suitable for and satisfy the Client’s needs and expectations;

4.1.2. co-operate with Ceels Lockley in all matters relating to the Services;

4.1.3. provide Ceels Lockley with such information and materials as FiercelyFreelance may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

4.1.4. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start or, if the need for such arises later, as soon as possible;

4.1.5. comply with all applicable laws and regulations;

4.1.6. comply with any additional obligations as set out in the Statement of Work

4.1.7. report to Ceels Lockley in as much detail as possible any problems or issues in relation to the Services, or circumstances that may reasonably give rise to such, as soon as the Client becomes aware of them;

4.1.8. notify Ceels Lockley as soon as possible of any circumstances which could impede or otherwise affect performance of the Services, providing as much detail as possible;

4.1.9. provide Ceels Lockley with all information and assistance (including Materials) Ceels Lockley asks for to provide the Services, including answering its questions promptly and in any event within 10 Business Days of Ceels Lockley asking for the information or such other more urgent timescale Ceels Lockley may request;

4.1.10. not access, store, distribute or transmit any material during the Client’s use of the Services or Deliverables (including on the Website) that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates or constitutes illegal activity or violates any applicable laws, is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability or any other protected characteristic or promotes unlawful violence;

4.1.11. ensure that the Materials do not infringe any applicable laws, regulations or third party rights and is not obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite hatred (racial or otherwise) or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights); or

4.1.12. not cause damage to any of the systems or networks used by Ceels Lockley for or relating to the Services.

5. CHARGES AND PAYMENT

5.1. The Charges for the Services shall be calculated on a value, time and materials basis:

5.1.1. the Charges shall be calculated in accordance with Ceels Lockley's daily fee rates from time to time;

5.1.2. Ceels Lockley's daily fee rates for are calculated on the basis of an five hour day from 10.00 am to 3.00 pm worked on Business Days;

5.1.3. Ceels Lockley shall be entitled to charge the Client for the cost of services provided by third parties for the performance of the Services and for the cost of any materials as notified to the Client in advance.

5.2. Unless expressly stated in the Statement of Work that such requirements are waived:

5.2.1. all Contracts where the total Charges (excluding VAT) are under £100 require full payment upfront prior to commencement of the Services; and

5.2.2. in all other circumstances, a deposit is required prior to commencement of the Services. The remainder of the fees will be determined via a payment plan in correspondence to completion of the work, subject to clause 5.3 .

5.3. Ceels Lockley may invoice the Client on a monthly basis in respect of Services performed or costs otherwise incurred to date to the extent that payment has not been made by the Client in advance if the timescale for performing the Services extends more than 4 weeks beyond what is detailed in the Statement of Work or if the Client is or has been in breach of this agreement.

5.4. Ceels Lockley may (but is not obligated) to require the Client confirms acceptance of any third party or material costs pursuant 5.1.3.

5.5. Ceels Lockley will invoice the Client at such times as are set out in the Statement of Work or, if no such times are set out, in accordance with the due times for payment at clause 5.2 and clause 5.3. The Client shall pay all invoiced amounts within 7 days of the date of invoice to a bank nominated by Ceels Lockley and time for payment shall be the essence of the contract.

5.6. All Charges and amounts set out in this agreement are exclusive of VAT; the Client will pay to Ceels Lockley any additional amounts in respect of VAT at the same time as payment is due.

5.7. In the event Ceels Lockley incurs any costs, damages, liabilities, or losses (including any administrative, time costs, legal costs or disbursements) as a result of any act or omission by the Client or its officers, employees, agents, contractors or subcontractors, or the Client or foregoing persons providing Ceels Lockley with incomplete, inaccurate, or misleading instructions, information or materials then Ceels Lockley may charge such to the Client in addition to the Charges at Ceels Lockley’s prevailing daily rates.

5.8. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.9. Ceels Lockley reserves the right to increase its Charges on the anniversary of the Commencement Date and any subsequent anniversary thereof in line with the percentage increase in the Retail Prices Index in the preceding 12 month period, such increase taking effect on the applicable anniversary date.

6. DEFAULT IN PAYMENT

6.1. If the Client fails to make any payment by the due date for payment, then, without limiting Ceels Lockley’s remedies under or in relation to the Contract, the Client will pay interest on the overdue sum from the due date until payment, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time.

6.2. The Client will pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than as may be required by law).

6.3. If the Client does not pay Ceels Lockley on the due date for payment, whether under the Contract or any other agreement with Ceels Lockley, Ceels Lockley may:

6.3.1. stop providing the Services (and any other services Ceels Lockley is providing to the Client (or for the Client) whether under this Contract or otherwise) until the Client pays any amounts which are overdue and until the Client pays any interest on such overdue amounts; and

6.3.2. stop the Client from being able to access any interface, system, platform or similar that enables access, use, and management of the Website until the Client pays any amounts which are overdue and until the Client pays any interest on such overdue amounts.

7. TIMINGS

7.1. Any timings for performance of the Services shall be set out in the Statement of Work or agreed by the parties in writing. Whilst Ceels Lockley will use reasonable endeavours to meet any timings in the Statement of Work or otherwise agreed in writing, all timings given or agreed are estimates only and time shall not be of the essence for performance of the Services. Ceels Lockley will always keep the Client up to date on timings.

7.2. Any delay in the completion of the design due to unforeseen illness, or events out of Ceels Lockley’s control (including those set out at clause 19.8) will mean the Services may be delayed. You will be notified if this is the case.

7.3. For the avoidance of doubt, Ceels Lockley cannot be held responsible for any delays in the completion of the Services if the Client does not promptly, and in any event within 3 Business Days (or such other timescale as she may reasonably request), provide Ceels Lockley with all confirmations, information, documentation, materials and assistance reasonably requested in the form and manner reasonably required.

7.4. If Ceels Lockley’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

7.4.1. without limiting or affecting any other right or remedy available to it, Ceels Lockley shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Ceels Lockley’s performance of any of its obligations;

7.4.2. Ceels Lockley shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Ceels Lockley’s failure or delay to perform any of its obligations further to this clause 7.4; and

7.4.3. the Client shall reimburse Ceels Lockley on written demand for any costs or losses sustained or incurred by Ceels Lockley arising directly or indirectly from the Client Default.

7.5. In the event that the Client Default is material or otherwise subsists for longer than 10 Business Days, Ceels Lockley may in its sole discretion elect whether or not to re-commence the Services. If it does re-commence the Services, Ceels Lockley may charge the Client an additional re-commencement fee of 15% of the total Charges paid and payable for in relation to the time spent re-commencing the Services and for any other resultant work that may be required to continue the Services. If Ceels Lockley exercises its rights in respect of late performance under this clause it shall not be entitled to any further remedies regarding losses or costs it suffers or incurs in relation to the re-commencement of the Services.

7.6. Ceels Lockley can interrupt, postpone, delay, limit, or curtail the Services where it is reasonable for to do so and where:

7.6.1. Ceels Lockley must take action to comply with any applicable law or regulation;

7.6.2. Ceels Lockley needs to carry out maintenance, inspection, servicing, repair, renewal, or replacement of the services or the systems or networks used to provide the Services; and/or

7.6.3. there is an error in any of the systems, platforms, software or hardware utilised or required in relation to the Deliverable or performance of the Services

and we will not be liable for any loss, damage, cost, or expense that you incur as a result of any interruption, postponement, delay, limit, or curtailment of the Services allowed under this clause 7.5 and the Charges will not be reduced.

8. CLIENT RELATIONSHIP

Ceels Lockley is acting as an independent contractor. Ceels Lockley is not undertaking the Services as any employee of the Client, nor entering into a joint venture or partnership with the Client. Ceels Lockley reserves the right to seek advice or assistance of the Client or any third party when required.

9. CHANGES

9.1. Either party may propose changes to the scope or execution of the Services to be provided under the Statement of Work but no proposed changes shall come into effect until a relevant change order has been agreed in writing by both parties. A change order shall be a document setting out the proposed changes and the effect that those changes will have on the Services to be provided under the Statement of Work, applicable charges, timetable, and any of the other terms relevant.

9.2. If the Client wishes to make a change to the Services to be provided under the Statement of Work it shall notify Ceels Lockley and provide as much detail as Ceels Lockley reasonably requires, after which Ceels Lockley shall provide a draft change order to the Client. If the parties agree to a change order in writing, that change order shall amend the Statement of Work.

9.3. Ceels Lockley may charge for the time it spends on preparing and negotiating change orders which implement changes proposed by the Client on a time and materials basis at Ceels Lockley’s standard charges from time to time.

9.4. Additions, alterations, changes in content, layout or process changes requested by the Client, will likely alter the time and cost. The Client shall offer Ceels Lockley the first opportunity to make any changes and shall not offer such opportunity to any other person until Ceels Lockley has provided a Statement of Work or in relation such or declined the opportunity, and when offered to any third party such opportunity must be offered to them on similar terms as offered to Ceels Lockley.

10. TERMINATION

10.1. The Client may terminate the Contract (to the extent it does not apply to Retained Services in which case clause 2.2 applies) at their convenience by giving written notice. In the event of termination of the Contract by the Client any monies paid prior to cancellation are non refundable and the Client will be required to pay for any Services performed prior to cancellation which have not been paid for (irrespective of whether such have been invoiced) and costs incurred in anticipation of performance of the Services which have not been paid for.

10.2. Where the Client wishes to terminate this agreement for convenience (with the exception of subscription in which case clause 2.2 applies) it shall be obliged to pay to Ceels Lockley an additional amount equal to 15% of the total Charges paid and payable under this agreement in order to compensate the Supplier for the loss of this agreement. The payment of such amount shall be in full and final settlement of all liabilities of the Client arising out of any termination of this agreement for the Client's convenience by the Client.

10.3. In the unlikely event of Ceels Lockley not being able to complete the Course due to illness or events out of its control, another professional & reputable mentor will be recommended to complete the work. Ceels Lockley reserves the right to terminate the Contract at any given time without prior notice. In the event of cancellation termination of the Contract by Ceels Lockley under this clause and such termination does not arise out of or is connected to any of the matters set out in clause 7.4, 11.4 or any other act or omission of the Client or persons under its direction or control then any monies paid prior to termination in respect of Services which are yet to be performed or costs that are yet to be incurred shall be paid to the Client by Ceels Lockley.

10.4. Without affecting any other right or remedy available to it, Ceels Lockley may terminate the Contract with immediate effect by giving written notice to the Client if:

10.4.1. the Client persistently breaches the Contract or commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

10.4.2. the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

10.4.3. the Client suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;

10.4.4. the Client’s financial position deteriorates to such an extent that in Ceels Lockley’s opinion the Client's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;

10.4.5. the Client fails to pay any amount due under the Contract on the due date for payment;

10.4.6. the Client or its officers, employees, agents, contractors or subcontractors do any act matter or thing which shall, or may, adversely affect the interests of Ceels Lockley, its business, or its officers or employees (including, for example reputational damage).

10.5. Without affecting any other right or remedy available to it, Ceels Lockley may suspend the supply of Services under the Contract or any other contract between the Client and Ceels Lockley if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 11.2 to 11.4.6, or Ceels Lockley reasonably believes that the Client is about to become subject to any of them.

10.6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11. INTELLECTUAL PROPERTY RIGHTS

11.1. All Intellectual Property Rights in or arising out of or in connection with the Services (including the Deliverables) shall be owned wholly and exclusively by Ceels Lockley and are immediately on creation vested in Ceels Lockley. Insofar as they do not vest automatically by operation of law or under this agreement, the Client holds legal title in these rights on trust for Ceels Lockley.

11.2. Where the Client acquires title to any Intellectual Property Rights referred to in 11.1, such Intellectual Property Rights shall be assigned by the Client to Ceels Lockley (or such other person as Ceels Lockley may nominate) on the request of Ceels Lockley whenever that request is made, and the Client shall promptly do all such acts, matters and things as Ceels Lockley may reasonably require (including the execution and delivery of any documentation) in connection with such assignment or otherwise to ensure and confirm that absolute title in all such rights has passed or will pass to Ceels Lockley.

11.3. The Client warrants that it has not given and will not give permission to any third party to use any of the Intellectual Property Rights referred to in clause 11.1, it is unaware of any use by any third party of any of such rights.

11.4. Subject to clause 11.8, Ceels Lockley shall not acquire any right, title or interest in or to the Intellectual Property Rights in the Materials.

11.5. The Client acknowledges that no further remuneration or compensation other than that provided in this Contract is or may be payable in respect of the performance of its obligations under this clause 11.

11.6. The Client grants Ceels Lockley a fully paid-up, non-exclusive, royalty-free non-transferable licence to use the Materials for the term of the Contract for the purpose of providing the Services to the Client.

11.7. All Intellectual Property Rights on content and educational materials remain owned by Ceels Lockley. Ceels Lockley grants the Client a perpetual, non-exclusive, royalty free licence to use the content and educational materials to the extent necessary for the Client to receive and use the Deliverables in its business as reasonably contemplated in the Statement of Work.

11.8. Ceels Lockley may include any work done for the Client, including the Deliverables and their contents (at any time and any part thereof) including the Materials within any testimonials, portfolio, advertising material, magazine, website, blog or social media page and the Client hereby grants Ceels Lockley an irrevocable, unlimited, royalty free licence of the foregoing for such purposes.

11.9. The Client is fully responsible for ensuring they have obtained full licences or permissions to use the Materials. For the avoidance of doubt this includes but is not limited to all photography, fonts, copy and content, design elements and branding of other companies. Ceels Lockley cannot be held responsible for any losses, costs, damages, claims or other liabilities suffered or incurred by the Client for unlawful use of any Materials.

12. PROOFING

12.1. All proofreading is the Client’s responsibility. The Client should thoroughly proofread all information they intend to include in the Deliverable prior to sending to Ceels Lockley . Ceels Lockley takes no liability and will not be responsible for any proofreading.

12.2. Ceels Lockley may, in the course of providing the Services, provide the Client with drafts, templates, samples, or other proofs of any work for approval (Proofs). The Client shall review all proofs promptly, carefully, and diligently and promptly notify Ceels Lockley in reasonable detail of any errors or omissions in the Proofs (Amendment Notice) or whether the Proofs are approved. The Client shall be entitled to issue one Amendment Notice in respect of a Proof and as such should ensure that such Amendment Notice fully captures all amendments to be made. On giving an Amendment Notice, all elements of the Proof which are not detailed in the Amendment Notice shall be deemed to be approved. If an Amendment Notice isn’t given within 14 days of the Client receiving a Proof then all elements of the Proof shall be deemed to be approved. An Amendment Notice may not be issued in respect of matters previously approved, whether in the latest or an earlier Proof, unless such previously approved matters have been amended by Ceels Lockley after such approval.

12.3. The Client shall act reasonably and in good faith relation to the giving of an Amendment Notice.

12.4. Amendment to a Proof that has already been approved by the Client or which is a deviation from the Statement of Work then such amendments shall be charged at Ceels Lockley’s standard rates from time to time. Ceels Lockley shall notify the Client of any material changes to the timescale for the performance of the Services resulting from any such amendments.

12.5. Ceels Lockley shall bear no responsibility or liability in relation to any errors or omissions of any kind not detailed in an Amendment Notice nor for any Proof (or part of such) approved by the Client and Ceels Lockley shall be entitled to proceed with the Services wholly on the basis of the approval given by the Client.

12.6. In the event that:

12.6.1. any subsequent alterations, amendments, or additional works (and therefore any further drafts, proofs, or similar samples or other work) are required following initial approval by the Client; or

12.6.2. any element of the Services or Deliverable (such as design, content, style, type, or layout) is left at Ceels Lockley’s discretion and any alterations, amendments or additional works (and therefore any further drafts, proofs, or similar samples or other work) are requested or desired by the Client

then the costs of such may be charged to the Client as an additional charge at the standard rates of Ceels Lockley from time to time.

12.7. Any mistakes noticed after completion are not Ceels Lockley’s responsibility. Any amendments will be charged at Ceels Lockley’s standard rates from time to time.

13. CONFIDENTIALITY

13.1. Each party undertakes that it shall not at any time during the contract disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2

13.2. Each party may disclose the other party’s confidential information:

13.2.1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 17; and

13.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

14. COMPLAINTS

Any complaints should be raised by the Client with Ceels Lockley, in writing, within 28 days of first becoming aware of the matter to be complained of and in any event within 28 days of receipt of the Deliverable.

15. LIMITATION OF LIABILITY

15.1. The restrictions on liability in this clause 15 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

15.2. A party may not benefit from the limitations and exclusions set out in this clause 15 in respect of:

15.2.1. any liability that cannot be legally limited by law;

15.2.2. any indemnity given by that party under this agreement; and

15.2.3. where such liability arises out of the wilful misconduct of that party

15.3. Subject to clause 15.2, neither party shall be liable to the other for any indirect or consequential loss.

15.4. Subject to clause 15.2, the total cumulative liability of a party to the other in respect of any claims arising out of or in connection with this Contract (including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise) shall not exceed the total Charges paid and payable under the Contract.

15.5. Ceels Lockley has given commitments as to compliance of the Services with relevant specifications in this Contract. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

15.6. Unless the Client notifies Ceels Lockley that it intends to make a claim in respect of an event within six months of the date that the Client became, or ought reasonably to have become, aware of the event giving rise to the claim having occurred, Ceels Lockley shall have no liability for that event. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

15.7. The Client shall indemnify Ceels Lockley from and against all losses, damages, costs, expenses (including professional advisors' costs and disbursements, legal costs, and disbursements (including for the avoidance of doubt any court or similar fees) incurred in connection with or arising out of:

15.7.1. any action or claim:

that materials, or content placed by any person other than Ceels Lockley, constitutes Inappropriate Content;

made against Ceels Lockley by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the Client’s (or its employees', agents', contractors' or subcontractors') breach, negligent performance or failure or delay in performance of the Agreement;

15.7.2. the Client’s breach of the terms of any third party intellectual property rights utilised in relation to the Services;

15.7.3. the Client’s breach or negligent performance or non-performance of this agreement; and

15.7.4. the enforcement of this agreement (including but not exclusive to the collection of any amount payable to Ceels Lockley that is due and outstanding).

15.8. Ceels Lockley shall not be liable to the Client or be deemed in breach of the agreement by reason of any delay in performing, or any failure to perform any of Ceels Lockley’s obligations in relation to the goods, if the delay or failure was due to any cause beyond Ceels Lockley’s reasonable control. Without prejudice to the generality of the foregoing the following shall without limitation be regarded as causes beyond Ceels Lockley’s reasonable control:

15.8.1. Act of God, explosion, flood tempest, fire or accident, epidemic or pandemic;

15.8.2. War or threat of war, sabotage, insurrection, civil disturbance or requisition;

15.8.3. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of governmental, parliamentary or local authority;

15.8.4. Import or export regulations or embargoes;

15.8.5. Strikes, lock-outs or any other industrial actions or trade disputes;

15.8.6. Difficulties in obtaining raw materials, labour, fuel, parts or machinery;

15.8.7. non-performance by suppliers or subcontractors and interruption or failure of utility services; and

15.8.8. Power failure or breakdown in machinery and equipment.

15.9. This clause 15 shall survive termination of the Contract.

16. ASSIGNMENT

16.1. Ceels Lockley 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 Contract.

16.2. The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Ceels Lockley.

17. VARIATION

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. ENTIRE AGREEMENT

18.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

18.2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

19. WAIVER

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

20. SEVERANCE

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 24 shall not affect the validity and enforceability of the rest of the Contract.

21. NOTICES

21.1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

21.2. Any notice shall be deemed to have been received:

21.2.1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

21.2.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

21.3. This clause 21 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

22. DATA PROTECTION

Ceels Lockley will use your personal information in accordance with the Privacy Policy which can be found at https://www.ceelslockley.co/privacy.

23. THIRD PARTY RIGHTS

23.1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.