PushON is registered in England and Wales, company number  Registered office: PushON Ltd, First Floor, Eastgate, Castle Street, Castlefield, Manchester, M3 4LZ. United Kingdom
1. Definitions and Interpretation
1.1 Headings in these terms are for ease of use and do not form part of the terms nor effect their interpretation.
1.2 In these terms reference to the masculine, feminine and all neuter genders includes all other genders and reference to the singular include the plural and vice versa.
1.3 These terms are to be governed by English Law.
1.4 In these terms the follow expressions have the following meanings:-
“PushON” means PushON Limited, a company incorporated under the laws of England and Wales (Company Number 5614768) with registered office at PushON Ltd, First Floor, Eastgate, Castle Street, Castlefield, Manchester, M3 4LZ, United Kingdom.
“you” and “your” means the client of PushON described fully in the Schedule to this agreement.
2. PushON’s Responsibilities
2.1 PushON will provide the marketing and/or consultancy services as more fully described in the Contract for Services attached (the “Services”) using reasonable care and skill at all times.
3. Pricing and payment terms
3.1 PushON will provide the Services at the prevailing hourly rates from time to time and/or for the monthly fee or such combination of the two as found in the Project Charges section of the Contract for Services.
3.2 PushON may vary its charge-out rate at any time by prior written notice to you.
3.3 All hourly rates and prices quoted are exclusive of any VAT which is payable in addition.
3.4 Services undertaken by PushON maybe invoiced at any time after PushON has been engaged as agreed by you and PushON.
3.5 Any Additional Expenses to be incurred by PushON on behalf of you as described in the Project Specifications will be invoiced in advance of such expenses being incurred by PushON with payment due prior to such incursion.
3.5 Payment for Services rendered by PushON is due fourteen days from the date of invoice.
3.6 PushON reserves the right to require payment on account for Services and any failure to exercise such right will not prevent PushON exercising it in future.
3.7 PushON reserves the right to suspend its services at any time should any monies due to PushON remain unpaid and PushON will not accept responsibility for any loss arising from delay caused by such suspension.
3.8 If payment is not made by the due date, PushON reserves the right to charge interest from the date of invoice until the date of actual payment at the rate of 8% above the base rate for the time being of the Bank of England plus an administration fee of £100.
3.9 All monies due to PushON must be paid in pounds sterling.
3.10 You have no right of setoff, deduction or counterclaim in respect of any monies owing to PushON.
4. Time for Performance
4.1 Unless expressly agreed to the contrary, time is not of the essence in relation to any contract that is subject to these terms. Where time is made of the essence and the responsibilities of PushON involve dependence upon you taking certain actions, if you do not take those actions within a reasonable time in the circumstances, the period of delay will be added to any period for performance by PushON.
5.1 By the very nature of service provided to you by PushON, PushON will frequently come across confidential information relating to your business and its’ suppliers, clients or customers. PushON therefore agrees to keep all information that may come to its’ attention in relation to your business and its’ suppliers, customers and clients strictly confidential at all times during and after the provision of any services to you for a period of up to five years or such periods as you may be bound to maintain information confidential.
5.2 Clause 5.1 will not apply to any information that is in the public domain otherwise than through breach of clause 5.1 by PushON.
5.3 Where PushON assigns or delegates any responsibilities to you to a third party, PushON will ensure that third party agrees to observe these terms and in particular the provisions of clause 5.1.
5.4 PushON uses certain proprietary documents during the course of its relationship with its clients. Such documents will be notified to you as they are used and will be given the same confidential treatment as we give your confidential information.
6.1 Except where a minimum term has been agreed, you may terminate any contract for the services of PushON governed by these terms at any time upon thirty days prior written notice unless PushON is providing you services based upon a monthly retainer in which case you must give two clear months notice.
6.2 Any discounts agreed will become payable in full in the event of early termination of this agreement.
6.3 PushON provides certain services on an annual basis and terminating these services early does not entitle you to a full or partial refund.
7. Exemptions and Exclusions
7.1 Where you buy goods and services other than through PushON but on recommendation by PushON, PushON may render assistance to you in the event of a dispute relating to such goods and services but your rights are governed strictly by the terms of that third party.
7.2 Where you buy goods and service through PushON (with PushON acting as your agent) and such goods and/or services require the payment of ongoing renewal fees, it will be your obligation to ensure that such fees are kept up to date. The legal relationship is governed strictly by the terms of that third party, and it is on these terms that you will be bound. PushON accepts no liability for any loss caused by error on your part.
7.3 Any statutory implied warranties are excluded to the full extent permitted by law.
7.4 Neither you nor PushON are responsible for any losses arising through a cause which is beyond the reasonable control of the relevant party. Both you and PushON agree that you will use all reasonable efforts to remedy any such matter and to resume for performance of these terms at the earliest reasonable opportunity.
7.5 PushON always tries to accommodate a client’s urgent needs but cannot guarantee availability at any particular time or with any particular period.
7.6 PushON will not accept responsibility for any misrepresentation made by it unless it is confirmed in writing (save for fraudulent misrepresentations) to the maximum extent permitted by law. PushON will not accept responsibility for any indirect or consequential losses (other than direct losses) arising from either breach of these terms or from any other legal duty to you. In particular but not by way of limitation on this exclusion, PushON will not accept any responsibility for losses arising from your failure to take a full backup of your system at least every seven days (and differential updates at least daily) and to store at least one backup copy off-site. You are strongly advised therefore to make arrangements for us to ensure that you protect yourself adequately in this regard and to maintain fully licensed virus-check up throughout your system.
7.7 You acknowledge full responsibility for all content on your site, however created, and all more generally all content approved by you (whether produced by us or otherwise). It is your obligation to ensure that all use of the media solutions provided is legal and remains so throughout operation. PushON accepts no liability for any content either on your site or approved by you through the normal procedures agreed by us. You accept all liability arising from third party claims relating to content covered by this section and indemnify PushON to the maximum extent possible for any costs, damages and losses suffered as a result of any breach of this obligation. We reserve the right to take down any content where we have reason to believe that such content contravenes the law or a third party’s rights.
7.8 PushON excludes liability for loss of turnover, sales, revenue, profits or indirect consequential or special losses howsoever arising.
7.9 Any liability of PushON under these terms is limited to a maximum of £20,000 per annum but you may purchase additional liability cover on prior request of PushON and upon payment of the premium quoted to you in advance of cover being arranged.
7.10 Any claim made under these terms must be made within two years of the date of invoice for the relevant services giving rights to the claim.
8. General Provisions
8.1 These terms may only be varied in writing by PushON and any other purported variation would not be effective.
8.2 If you constitute more than one “legal person”, each of you are jointly and severally liable to PushON under these terms.
8.3 In relation to the unpaid invoices of PushON, all such disputes are subject to the exclusive jurisdiction of English Courts of Law.
8.4 In relation to other disputes under these terms, if PushON and you cannot resolve any dispute between themselves within a reasonable time (not to exceed 30 days from the date of notice of the dispute), then we must seek to resolve the dispute through mediation or some other, mutually agreed, form of alternative dispute resolution. Unless mutually agreed otherwise, we will apply to the “ADR Group” (or its successor) for the appointment of a mediator in accordance with the ADR Group’s then current procedures and practices. The mediator so appointed will be free to apply whatever process he/she deems appropriate in the circumstances and we shall comply with such mediator’s reasonable requests in connection with the mediation. We shall share the costs of the mediation unless and until the mediator determines that one party should pay all of such costs, or a disproportionate share thereof. If such mediation fails to resolve the dispute within a reasonable time, not to exceed sixty (60) days from the end of the above-mentioned thirty (30) days, either of us may refer the matter to the Courts of England and shall be free to pursue the matter accordingly.
8.5 Any indulgences granted to you by PushON at any time will not operate as a waiver of its rights under these terms either in respect of a particular breach or in respect of any future breaches of the same or a similar nature.
8.6 Notices under this Agreement shall be served at the addresses set out in the Contract for Services or as otherwise advised by one Party to the other from time-to-time. Notices shall be deemed served as follows:
Faxes and e-mail – the day of sending (with receipt confirmed at sender’s end) unless sent after 4.00pm in which case, the next following working day;
Letters– the second working day next following the date of posting, assuming use of a 1st class stamp.
8.7 Any contract between you and PushON is only intended to benefit you unless PushON expressly acknowledges the rights of a particular third party in writing