xDNA: Terms and Conditions

TERMS AND CONDITIONS

The following Terms and Conditions apply to all services and products provided by xDNA Digital Agency, Inc. (hereinafter referred to as ‘xDNA Interactive'). These Terms and Conditions will prevail over any other terms, including those presented by the customer.

Acceptance

Any use or purchase of xDNA Interactive's services means the Client has accepted these terms and conditions in full.
It isn't necessary for any Client to have signed an acceptance of these terms and conditions in order for them to apply, however, xDNA Interactive require that the client sign an acceptance to these terms and conditions and the contents of the quote.
These terms and conditions are available on xDNA Interactive's website.

Quotations, Charges and Payments

Any charges for services to be provided by xDNA Interactive are defined in the project quotation that the Client receives via email. Quotations are valid for a period of 30 days and xDNA Interactive reserves the right not to honour any quotation after the expiry of the 30 days.
Any price quoted is subject to VAT (unless specified otherwise).
Payment for bespoke website projects are split into 2 phases unless otherwise specified in the signed quotation:
- 50% deposit in advance of the commencement of the project.
- Final 50% plus any requested additions before the website goes live, or if the Client puts the project ‘on hold' for more than 30 days. If the Client fails to provide the information required to continue the project within 30 days of xDNA Interactive's request, the project will be considered as ‘on hold' and the final amount will be billed.
If the client wishes to change the design of the website project after ‘design sign off', an additional charge will be payable. The amount will be quoted by xDNA Interactive and is dependent on the level of changes and the current stage of the project. If the design changes are significant and the supplied content has been added to more than half the total number of pages, the charge would be 90% of the project. If the design changes are significant and only the home page has been coded, the charge would be 50% of the project. Supplied content includes the first draft or content taken from previous websites.
If monthly payments are agreed upon, they must be paid on the same day each month until the total is reached, regardless of the stage of the project.
If monthly project payments are agreed upon, they must be paid on the same day each month until the total is reached, regardless of the stage of the project. Value hosting packages are billed annually, VPS and dedicated solutions are billed monthly.
Payment for graphic design and print work is required in advance unless otherwise agreed on a signed quotation.
Payment for services is due by cheque, card payment, cash or bank transfer. Cheques should be made payable to xDNA Digital Agency, Inc. and sent to xDNA Interactive, Suite 105-106, Baltic Chambers, 50 Wellington Street, Glasgow, G2 6HJ. Bank details will be made available on invoices.
If additional services are required that are not expressly written in the agreed quote, additional costs will be agreed upon and charged as extra. Any verbal or written agreement by the Client will be considered as consent. The Client may be asked to confirm by email that they agree to the additional cost.
Payments are due within fourteen (14) days of the invoice. Accounts that have not been settled within fourteen (14) days of 'project sign off' will incur a late payment charge of 10% of the amount outstanding. The Client may also be charged statutory interest pursuant to the late payment legislation.
If the project is online, full publication of any web content may take place only after full payment has been received. Any material previously published may be removed if payment is not received. When this occurs, a minimum charge of £60 + VAT will be required to have the online content restored.

Commencement, Progression, Lead Times and Sign Off

xDNA Interactive will commence work on a project on the agreed start date once a signed quotation and the full deposit amount due have both been received from the Client.
The Client agrees to delegate a single individual as a primary contact to aid xDNA Interactive with progressing any project in a satisfactory and expedient manner.
The Client agrees to provide xDNA Interactive with a designated email address for the purposes of communication regarding any project or services and 'project sign off' thereof.
The Client agrees to provide xDNA Interactive with all the required information to complete a project in advance to ensure that work is carried out to the project lead time.
The Client acknowledges that all completion dates and lead times provided by xDNA Interactive regarding a project are advisory only and that xDNA Interactive cannot guarantee project completion dates or lead times.
At the completion of the project, the Client will be asked to provide a ‘project sign off'. The Client can provide ‘project sign off' by acknowledging the website is ready to go live. At this time the remainder of the amount due will become payable. An invoice will be provided.
If ‘project sign off' confirmation is not received from the Client within seven (7) days of the date of notification from xDNA Interactive, ‘project sign off' will be deemed to have been provided and the project approved by the Client.
If at ‘sign off' the Client wishes amendments to be made to the project (within the remit of the specification document originally provided by xDNA Interactive), all details must be provided to xDNA Interactive in a single email or document clearly outlining the amendments to be made. This email or document must be provided by the Client within 48 hours of the date of notification from xDNA Interactive.
xDNA Interactive will not accept any further amendments to the project in addition to those detailed in the email or document provided by the Client unless the client is willing to pay additional fees for these additional services (POA).
xDNA Interactive will also not accept amendments to the project after 48 hours have elapsed from the date of notification from xDNA Interactive. Any further requests for changes may be liable to additional fees to be confirmed depending on the exact nature of the work.

Payment

Payment will be due within fourteen (14) days of ‘sign off'. Accounts that have not been settled within fourteen (14) days of 'project sign off' will incur a late payment charge of 10% of the amount outstanding. The Client may also be charged statutory interest pursuant to the late payment legislation.
If the project is a website or other online material, any publication may take place only after full payment has been received, regardless of any outstanding work xDNA Interactive has agreed to do in the future. Any material previously published may be removed if payment is not received. When this occurs, a minimum charge of £60 + VAT will be required to have the online content restored.

Default

The Client's account shall be considered default if it remains unpaid for fourteen (14) days from the date of the invoice from xDNA Interactive, or following a returned cheque. xDNA Interactive shall be considered entitled to remove xDNA Interactive' and/or the Client's material from any and all computer systems, and disable any services provided until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, design, maintenance, additional website features, copywriting, print work, photographers and video work.
Removal of such materials does not relieve the Client of its obligation to pay the due amount. Clients whose accounts become default agree to pay xDNA Interactive reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.

Termination

To terminate a project the Client must provide a termination request in writing.
Any deposit paid is non-refundable unless no work has been started.
The client must pay any outstanding invoice and for any work that is not covered by the deposit. For bespoke websites, the deposit covers the initial design and the build of the home page. The Client will pay for any additional pages added. If all the initially agreed pages have been added, the client must pay 100% of the project cost, regardless of whether there was additional content to be added or changes to be made to those pages. If not all pages have been added, the project completion will be calculated by the number of pages added containing at least some of the content provided by the Client. Content provided by the Client includes first draft content and content taken from an existing website.
All work done by xDNA Interactive will remain the property of xDNA Interactive when the project is terminated. xDNA Interactive may use all or part of the work completed in other projects.

Copyrights and Trademarks

By supplying artwork, text, images and other data to xDNA Interactive for inclusion in the Client's website or other media, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner.
It is the Client's responsibility to ensure that they have obtained the necessary copyright or permissions to use any asset (including but not limited to, images, text, graphics, audio clips, video or other digital files) used within any website, email, print media or other marketing created or amended by xDNA Interactive for the Client, irrespective of whether those assets have been sourced by xDNA Interactive or the Client. The Client agrees to fully indemnify and hold xDNA Interactive, its employees, agents and sub-contractors free from harm in any and all claims resulting from the Client not having obtained all the required copyright, and/or any other necessary permissions.
Should xDNA Interactive, or the Client supply an image, text, audio clip or any other digital file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty-free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow xDNA Interactive to remove and/or replace the file on the site. The Client agrees to fully indemnify and hold xDNA Interactive, its employees, agents and sub-contractors free from harm in any and all claims resulting from such copyright or royalty usage limitations.
Any artwork, images, or text supplied and/or designed by xDNA Interactive on behalf of the Client, will remain the property of xDNA Interactive and/or its suppliers until full payment is received. (If a choice of design is presented, only one solution is deemed to be given by xDNA Interactive as fulfilling the contract. All other designs remain the property of xDNA Interactive, unless agreed in writing that this arrangement has been changed.) If any image(s), Royalty-Free or Right Managed are purchased on behalf of the Client, upon full reimbursement of the associated cost to xDNA Interactive the Client shall hold full rights to these image(s).
The Client may request in writing from xDNA Interactive, the necessary permission to use materials (for which xDNA Interactive holds the copyright) in forms other than for which it was originally supplied, and xDNA Interactive may, at its discretion, grant this. Such permission must be obtained in writing before xDNA Interactive will allow any of the aforesaid artwork, images, text, or other data to be used. By supplying images, text, or any other data to xDNA Interactive, the Client grants xDNA Interactive permission to use this material freely in the pursuit of the design.
In web-based projects, a link to xDNA Interactive will appear in either a small type or by a small graphic at the bottom of the Client's website. If a graphic is used, it will be designed to fit in with the overall site design. If a Client requests that the design credit be removed, a nominal fee will be charged. The Client also agrees that the website developed for the Client may be presented in xDNA Interactive' portfolio.

Indemnity

The Client shall defend, indemnify and hold harmless xDNA Interactive, its employees, agents and sub-contractors against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's use of xDNA Interactive' services.
In defence or settlement of any claim, xDNA Interactive may procure the right for the Client to continue using xDNA Interactive' services, replace or modify any services or software so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 7 Business Days' notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
In no event shall xDNA Interactive, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:
- A modification of any services or software by anyone other than xDNA Interactive; or
- The Client's use of any services or software in the manner contrary to the instructions given to the Client by xDNA Interactive; or
- The Client's use of any services or software after notice of the alleged or actual infringement from xDNA Interactive or any appropriate authority.
The foregoing states the Client's sole and exclusive rights and remedies, and xDNA Interactive' (including xDNA Interactive' employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

Limitation of Liability

The following five (5) clauses, set out the entire liability of xDNA Interactive (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:
1. ) Any breach of these terms and conditions;
2. ) Any use made by the Client of any of xDNA Interactive' services or software or any part of them; and
3. ) Any representation, statement or tortious act or omission (including negligence) arising under or in connection with these terms and conditions.
Except as expressly and specifically provided in these terms and conditions:
1. ) The Client assumes sole responsibility for results obtained from the use of any of xDNA Interactive' services or software by the Client. The Client assumes responsibility to check any project for spelling mistakes, broken links, broken contact forms or e-commerce checkouts prior to launch. xDNA Interactive shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to xDNA Interactive by the Client in connection with any services, or any actions taken by xDNA Interactive at the Client's direction;
2. ) All warranties, representations, conditions and all other terms of any kind whatsoever implied by Statute or Common Law are, to the fullest extent permitted by applicable law, excluded from these terms and conditions; and
3. ) Any services or software are provided to the Client on an “as is” basis.
Subject to the following two (2) clauses, xDNA Interactive shall not be liable whether, in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms and conditions.
xDNA Interactive shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. xDNA Interactive shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these terms and conditions at xDNA Interactive' discretion.
xDNA Interactive shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup etc. and affecting any services delivered by xDNA Interactive. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client in accordance with these terms and conditions at xDNA Interactive' discretion.
xDNA Interactive shall use all reasonable endeavours to deliver services relating to search engine optimisation, links, advertisements, banners, pay per click (PPC) and Google Analytics in accordance with the guidelines applicable to the relevant search engines. However, xDNA Interactive shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond xDNA Interactive' control and reserves the right to make changes to services as a result of the same. In addition, xDNA Interactive shall not be liable for other changes or discontinuation of search engines.

Pay Per Click (PPC) Services

The Client acknowledges the following with respect to PPC services:
1. ) xDNA Interactive does not in any way guarantee the results or effects of its PPC services.
2. ) The Client accepts that xDNA Interactive does not and cannot guarantee the number of occasions when an advert may be displayed by the search engine or social media platform.
3. ) The Client accepts that xDNA Interactive does not and cannot guarantee the number of clicks the Client's adverts might receive.
4. ) The Client accepts that xDNA Interactive does not and cannot guarantee any specific position or ranking on any search engine, or the increase of any business to the Client in respect of any PPC service.
The Client acknowledges and accepts that xDNA Interactive shall set up and retain a PPC account in the xDNA Interactive' own name which shall be used in connection with the Client's PPC campaign. The PPC account shall belong to xDNA Interactive and xDNA Interactive shall not be obliged to provide the Client with access to or notify the Client of any details contained within the PPC account. These accounts include, but are not limited to, Google Adwords, Facebook, Bing Ads and Linked In.
The Client acknowledges and accepts that xDNA Interactive makes no representations in relation to its fixed charges in connection with any PPC services or how such charges are allocated or broken down, save that:
1. ) xDNA Interactive does not receive any commission from Google, Facebook or Bing.
2. ) xDNA Interactive does not charge any uplift on Google's, Facebook's or Bing's advertising charges.
xDNA Interactive reserves the right to cancel the service at any time. In this event, the Client will not be required to pay for the remaining period of service.
The agreement, unless otherwise terminated as provided in this clause, shall continue for the duration specified in the term of the agreement and, thereafter, the agreement shall be automatically renewed for successive periods of the same duration, unless either party notifies the other party of termination, in writing, at least 7 days before the end of the initial duration or any renewal period, in which case the agreement shall terminate upon the expiry of the applicable duration or renewal period.
Additional Services not listed in the agreement will be provided by xDNA Interactive subject to a quotation which will be charged according to the specification of work required and thereby agreed by the Client. Payment is to be made by BACS into a nominated bank account of xDNA Interactive' choice.
xDNA Interactive will not be responsible for any damages the Client's business may suffer. The Client agrees that it shall defend, indemnify, save and hold xDNA Interactive, its agents, its customers, officers and employees harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitor's fees asserted against xDNA Interactive, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by its agents, employees or contractors.
xDNA Interactive makes no warranties of any kind, expressed or implied for services it provides. xDNA Interactive disclaims any warranty or merchantability or fitness for a particular purpose.
The Client agrees to defend, indemnify and hold harmless xDNA Interactive, its agents, its customers, officers and employees, against liabilities arising out of:
1. ) Any injury to person or property caused by any products sold or otherwise distributed in connection with xDNA Interactive
2. ) Any material supplied by the Client infringing or allegedly infringing on the proprietary rights of a third party;
3. ) Copyright infringement.
4. ) Loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by xDNA Interactive and its employees.
It is recommended that the Client keeps a backup of its important data. xDNA Interactive reserves the right to revise its PPC policies at any time.

Search Engine Optimisation (SEO) Services

For the purposes of SEO services, the Client agrees to provide the xDNA Interactive with:
1. ) An authorised FTP and CMS access to the main site, for uploading new pages, and making changes for the purpose of optimisation.
2. ) The Client authorises xDNA Interactive use of all logos, trademarks, website images, etc., for use in creating informational pages and any other uses as deemed necessary by xDNA Interactive for search engine positioning and optimisation.
The Client acknowledges the following with respect to services:
1. ) xDNA Interactive has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future.
2. ) The Client website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
3. ) Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, xDNA Interactive can never guarantee #1 positions or consistent top 10 positions in search engines for any particular keyword, phrase or search term.
4. ) It is solely at the discretion of the search engines themselves to list the Client website.
5. ) Occasionally, search engines will stop accepting submissions for an indefinite period of time. Occasionally, search engines will drop listings for no apparent or predictable reason. Often listings will “reappear” without any additional submissions.
xDNA Interactive is not responsible for changes made to the Client website by other parties that adversely affect the search engine rankings of the Client website.
Additional Services not listed in the agreement will be provided by xDNA Interactive subject to a quotation which will be charged according to the specification of work required and thereby agreed by the Client. Payment is to be made by BACS into a nominated bank account of xDNA Interactive' choice.
xDNA Interactive is not responsible for the Client overwriting SEO work to the Client website. For example, the Client's webmaster, employees, contractors, agents or administrators making changes and uploading over work already provided.
The duration of the service will be specified in the agreement alongside a commencement date. Thereafter, without 30 days prior notice of cancellation from the Client, xDNA Interactive will continue to provide SEO services for a period of the same duration.
xDNA Interactive reserves the right to cancel the service at any time. In this event, the Client will not be required to pay for the remaining period of service. There is no cancellation period offered during the period unless agreed otherwise in writing by xDNA Interactive.
The agreement shall continue for the duration specified and, thereafter, the agreement shall be automatically renewed for successive periods of the same duration, unless: Either party notifies the other party of termination, in writing, at least 30 days before the end of the initial duration or any renewal period, in which case the agreement shall terminate upon the expiry of the applicable duration or renewal period.
xDNA Interactive will not be responsible for any damages the Client's business may suffer. The Client agrees that it shall defend, indemnify, save and hold xDNA Interactive, its agents, employees or contractors harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitor's fees asserted against xDNA Interactive, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by its agents, employees or contractors.
xDNA Interactive makes no warranties of any kind, expressed or implied for services we provide. xDNA Interactive disclaims any warranty or merchantability or fitness for a particular purpose.
The Client agrees to defend, indemnify and hold harmless xDNA Interactive, its agents, employees or contractors against liabilities arising out of:
1. ) Any injury to person or property caused by any products sold or otherwise distributed in connection with xDNA Interactive
2. ) Any material supplied by the Client infringing or allegedly infringing on the proprietary rights of a third party;
3. ) Copyright infringement.
4. ) Loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by xDNA Interactive and its employees.
It is recommended that the Client keeps a backup of its important data. xDNA Interactive reserves the right to revise its SEO policies at any time.

Social Media Services

For the purposes of providing Social Media services, the Client agrees to provide xDNA Interactive with:
1. ) Login details for any existing accounts for the websites listed in the agreement.
2. ) Authorised use of all of the Client's logos, trademarks, website images, etc., for use in posts on the websites listed in the agreement.
The Client acknowledges the following with respect to services:
1. ) xDNA Interactive has no control over the policies of the websites listed in the agreement.
2. ) The Client's account may be excluded from any of the websites listed in the agreement at any time at the sole discretion of the website.
xDNA Interactive is not responsible for posts made on the websites listed in the agreement by any other parties and any subsequent reactions, interactions or responses to these posts.
Additional Services not listed in the agreement will be provided by xDNA Interactive subject to a quotation which will be charged according to the specification of work required and thereby agreed by the Client. Payment is to be made by BACs into a nominated bank account of xDNA Interactive' choice 30 days after the date of invoice.
xDNA Interactive is not responsible for the Client overwriting or deleting any posts to the websites listed in the agreement.
The duration of the service will be specified in the agreement alongside a commencement date. Thereafter, without 30 days prior notice of cancellation from the Client, xDNA Interactive will continue to provide Social Media services for a period of the same duration.
xDNA Interactive reserves the right to cancel the service at any time. In this event, the Client will not be required to pay for the remaining period of service. There is no cancellation period offered during the period unless agreed otherwise in writing by xDNA Interactive.
The agreement shall continue for the duration specified and, thereafter, the agreement shall be automatically renewed for successive periods of the same duration, unless: Either party notifies the other party of termination, in writing, at least 30 days before the end of the initial duration or any renewal period, in which case the agreement shall terminate upon the expiry of the applicable duration or renewal period.
The Client agrees that it shall defend, indemnify, save and hold xDNA Interactive, its agents, its customers, officers and employees harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees asserted against xDNA Interactive, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by its agents, employees or contractors.
The Client agrees to defend, indemnify and hold harmless xDNA Interactive against liabilities arising out of:
1. ) Any injury to person or property caused by any products sold or otherwise distributed in connection with xDNA Interactive.
2. ) Any material supplied by the Client infringing or allegedly infringing on the proprietary rights of a third party;
3. ) Copyright infringement.
xDNA Interactive will not be responsible for any damages the Client's business may suffer. xDNA Interactive makes no warranties of any kind, expressed or implied for services provided. xDNA Interactive disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by xDNA Interactive and its employees
It is recommended that the Client keeps a backup of any important data. xDNA Interactive reserves the right to revise its Social Media policies at any time. Graphic Design and Printing Services
xDNA Interactive will only commence work on a project once a deposit of 50% of the total amount due has been received from the Client or 100% where printed goods are being provided.
The Client agrees to delegate a primary contact to aid xDNA Interactive with progressing any project in a satisfactory and expedient manner.
The Client agrees to provide xDNA Interactive with a designated email address for the purposes of communication regarding any project or services and 'project sign off' thereof.
The Client agrees to provide xDNA Interactive with all the required information to complete a project in advance to ensure that work is carried out to the project lead time.
The Client acknowledges that all completion dates and lead times provided by xDNA Interactive regarding a project are advisory only and that xDNA Interactive cannot guarantee project completion dates or lead times.
Copyright is retained by xDNA Interactive on all design work including words, pictures, ideas, visuals and illustrations until all costs have been settled.
Before any graphic project, image, copywriting or document is submitted for printing the customer will be asked to provide 'project sign off' either verbally or in writing via email.
The customer assumes all responsibility for the contents of the files submitted for printing. xDNA Interactive hereby excludes itself, its Employees and or Agents from all and any liability from;
1. ) Loss or damage caused by any inaccuracy in the files submitted for printing;
2. ) Loss or damage caused by omission in the files submitted for printing;
3. ) Loss or damage caused by delay or error, whether the result of negligence or other cause;
4. ) Loss or damage to clients' artwork/photos, supplied for printing. Immaterial whether the loss or damage results from negligence or otherwise.
The customer agrees to fully indemnify and hold xDNA Interactive, its Employees and or Agents free from harm, loss or damage in any and all claims resulting from any of the reasons listed in the previous clause, points a to d.
Any costs arising from the need for reprinting for any purpose are the sole responsibility of the customer and thus payable by the customer.

Domain Name and Web Hosting Services

Transition and Implementation

At the request of the Client, xDNA Interactive will transfer the Website from its development servers to xDNA Interactive' servers. If the Website is being transferred to or from any third party host, an hourly rate of £60+VAT will be charged, unless otherwise stated in the quote. Bespoke Website quotes usually include one (1) hour of 3rd party installation/transfer time.
xDNA Interactive will implement the hosting of the Website within ten (10) working days after the date of receipt of a copy of the Website.
Within five (5) working days following notification from xDNA Interactive that the transfer of the Website to xDNA Interactive' servers has been completed, the Client will comprehensively test the hosting of the Website and will inform xDNA Interactive of the results of those tests.

Maintenance

xDNA Interactive may suspend public access to the Client's website in order to carry out scheduled maintenance or repairs. Subject to this, xDNA Interactive will use its best endeavours to maintain the Website availability.
On xDNA Interactive' standard shared hosting packages, xDNA Interactive will make back-ups of the Client's Website every working day and will retain such back-ups for twenty (20) days.

Client Responsibilities

The Client will provide xDNA Interactive with all co-operation, information and documentation reasonably required for the implementation and hosting of the Website, and the Client will be responsible for procuring any third party co-operation reasonably required for the implementation and hosting of the Website.
Hosting services are provided to the Client only, and the Client may not resell the hosting services to any third party.

Acceptable Use

xDNA Interactive' standard hosting packages may not be used for backup storage
xDNA Interactive' standard hosting packages may not be used for providing downloads, except where this is very limited, such as a PDF brochure under 2MB in file size.
Our hosting is provided by third-party providers, who agree to make reasonable endeavours to make our servers available to you as part of the Hosting Service you purchase for ninety-nine point ninety-nine(99.99) per cent of each calendar month. They do not warrant access to the servers will be uninterrupted or error-free but shall use reasonable endeavours to keep downtime to a minimum. They shall make all commercially reasonable efforts to provide you with advanced notification of all scheduled and emergency outages through the system status page http://www.webhostingstatus.com Service credits or refunds are not given for any form of downtime or service unavailability.
The Client must not use the Website:
1. to host, store, send, relay or process any Prohibited Content; Prohibited Content means:
  1. material which breaches any applicable laws, regulations or legally binding codes, or infringes any third party Intellectual Property Rights or other third party rights, or may give rise to any form of legal action against xDNA Interactive or the Client or any third party;
  2. pornographic or lewd material; [and]
  3. messages or communications that are offensive, abusive, indecent or obscene, are likely to cause annoyance, inconvenience or anxiety to another internet user, or constitute spam or bulk unsolicited mail.
2. ) for any purpose which is unlawful, fraudulent, or infringes any third party rights;
3. ) in any way which may put xDNA Interactive in breach of a contractual or other obligation owed by xDNA Interactive to any internet service provider.
xDNA Interactive reserves the right to remove content from the Website where it reasonably suspects such content is Prohibited Content.
The Client acknowledges that xDNA Interactive does not purport to monitor the content of the Website.
Where xDNA Interactive reasonably suspects that there has been a breach of the provisions of these clauses, xDNA Interactive may suspend the Client's Website and/or the Client's access to the Client's Website while it investigates the matter.
The Client will indemnify xDNA Interactive and undertakes to keep xDNA Interactive indemnified against all liabilities, damages, losses, costs and expenses arising as a result of any breach of this agreement.

Domain Name and Web Hosting Charges and Payment

xDNA Interactive will issue invoices for the Charges to the Client.
The Client will pay the Charges to xDNA Interactive, annually in advance for standard packages, and monthly for VPS or dedicated solutions.
Charges must be paid by bank transfer or by cheque (using such payment details as are notified by xDNA Interactive to the Client from time to time).
If the Client does not pay any amount properly due to xDNA Interactive under or in connection with these Terms and Conditions, xDNA Interactive may charge the Client statutory interest pursuant to the late payment legislation.

Limitations and Exclusions of Liability

xDNA Interactive will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings the Client may incur.
xDNA Interactive will not be liable for any loss of business, contracts or commercial opportunities the Client may incur.
xDNA Interactive will not be liable for any loss of or damage to goodwill or reputation the Client may incur.
xDNA Interactive will not be liable in respect of any loss or corruption of any data, database or software the Client may incur.
xDNA Interactive will not be liable in respect of any special, indirect or consequential loss or damage the Client may incur.
xDNA Interactive will not be liable for any losses the Client may incur arising out of a Force Majeure Event.

Data Protection

The Client warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to xDNA Interactive under these Terms and Conditions and that the processing of that Personal Data by xDNA Interactive for the purposes of and in accordance with these Terms and Conditions will not breach any applicable laws.

Publicity

The Client will not make any public disclosure relating to the Web Hosting Agreement (including press releases, public announcements and marketing materials) without the prior written consent of xDNA Interactive, not to be unreasonably withheld or delayed.

Term and Termination

The duration of the Web Hosting Agreement shall be twelve (12) months unless agreed otherwise by the parties in writing. Thereafter, without 30 days prior notice of cancellation in writing from the Client, xDNA Interactive will continue to provide Web Hosting for a period of the same duration.
xDNA Interactive may terminate the Web Hosting Agreement immediately by giving written notice to the Client if the Client:
1. commits any material breach of any term of these Terms and Conditions, and:
  1. the breach is not remediable; or
  2. the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or
2. persistently breaches these Terms and Conditions.
xDNA Interactive may terminate the Web Hosting Agreement immediately by giving written notice to the Client if:
1. ) the Client:
  1. is dissolved;
  2. ceases to conduct all (or substantially all) of its business;
  3. is or becomes unable to pay its debts as they fall due;
  4. is or becomes insolvent or is declared insolvent; or
  5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
2. ) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
3. ) an order is made for the winding up of the Client, or the Client passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the Client under this Agreement);
4. ) (where the Client is an individual) that Client dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
xDNA Interactive reserve the right to retain full ownership of all assets (including website files, databases and content) hosted on its server(s) in the event that:
1. ) the Client:
  1. ) is dissolved;
  2. ) ceases to conduct all (or substantially all) of its business;
  3. ) is or becomes unable to pay its debts as they fall due;
  4. ) is or becomes insolvent or is declared insolvent; or
  5. ) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
2. ) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
3. ) an order is made for the winding up of the Client, or the Client passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the Client under this Agreement)
xDNA Interactive will retain such ownership until such time as all the Client's outstanding debts have been paid to xDNA Interactive in full. Moreover, all data generated from the website whilst the Client still has outstanding debts payable to xDNA Interactive will be owned by xDNA Interactive.

General

If a Clause of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of these Terms and Conditions will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
Nothing in these Terms and Conditions will constitute a partnership, agency relationship or contract of employment between the parties.
These Terms and Conditions may not be varied except by a written document signed by or on behalf of each of the parties.

Force Majeure

xDNA Interactive shall have no liability to the Client under these terms and conditions if it is prevented from or delayed in performing its obligations under these terms and conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of xDNA Interactive or any other party), failure of a utility service or transport or telecommunications network, an act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.

GDPR and Data Processing

To the extent, any personal data is collected or processed under or in connection with these Terms and Conditions, such as personal data shall be collected or processed in accordance with applicable law and the seller privacy policy (and where applicable cookies policy) located at https://www.xdnainteractive.com/privacy-policy.php

Waiver

A Waiver of any right under these terms and conditions is only effective if it is in writing. This applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
Unless specifically provided otherwise, rights arising under these terms and conditions are cumulative and do not exclude rights provided by law.

Severance

If any provision (or part of a provision) of these terms and conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Assignment

The Client shall not, without the prior written consent of xDNA Interactive, assign, transfer, charge, sub-contract, or deal in any other manner with any of its rights or obligations under these terms and conditions.
xDNA Interactive may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights and obligations under these terms and conditions.

No Partnership or Agency

Nothing in these terms and conditions is intended to or shall operate to create a partnership between the Client and xDNA Interactive, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Third-Party Rights

These terms and conditions do not confer any rights on any person or party (other than the parties to these terms and conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Complaints

Complaints must be sent in writing to xDNA Interactive's registered office: xDNA Digital Agency, Inc., Suite 105-106, Baltic Chambers, 50 Wellington Street, Glasgow, G2 6HJ. Complaints will be taken seriously and investigated by a senior manager or Director of xDNA Interactive.