Verse Group Ltd - Terms and Conditions

Please ensure that you have read and understand all the terms and conditions listed below.

General Terms & Conditions of Business

1.1 Quotes & Prices

1.1.1. All quotes/​estimates are valid for 30 days from the date of submission.

1.1.2. Quotes/​estimates are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any quote/​estimate may, therefore, be subject to change should the client’s requirements change at any time.

1.1.3. Unless otherwise stated, photography, stock images, delivery, copywriting, Licences and VAT will be charged extra.

1.1.4. If the contract or hourly price has not been fixed for the term of a contract, our hourly rate will apply (see rate card)

1.1.5. Verse reserves the right to alter the hourly rate at any time as business needs dictate.

1.1.6. Quotes/​estimates are based on the Verse’s current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.

1.1.7. Any estimates given by Verse as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only and time shall not be of the essence.

1.1.8. Any stated timescale is reliant upon the client providing all required information/​copy/​images within the time set out at project initiation.

1.2 Methods

1.2.1. The Agency reserves the right to sub-contract the fulfilment of an order or any part thereof.

1.2.2. Should the Client supply text, artwork or images, Verse is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.

1.2.3. Verse shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.

1.2.4. Origination and/​or conceptual work and any copyright subsisting therein shall remain the property of Verse unless otherwise agreed in writing with the Client.

1.2.5. The Client’s property and property supplied to Verse on behalf of the Client, while it is in the possession of Verse or in transit to or from the Client, will be deemed to be at Client’s risk unless otherwise agreed and the Client should insure accordingly.

1.2.6. When required to expedite project delivery ahead of the time needed for the proper production of a given deadline, Verse shall not be liable for defects occasioned thereby. Should such delivery require payment of overtime wages, delivery charges or other additional costs, all such extras will be for the Client’s account.

1.2.7. Verse shall not be required to use, print, upload or hold any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of a third party.

1.2.8 All tasks or work carried out is time logged and billable with the rates stipulated on our rate card. The minimum amount of time we track is 15 minutes.

1.3 Invoices & Payment

1.3.1. Payment must be made no more than 14 days after the date of invoice unless otherwise agreed in writing in advance.

1.3.2. We understand and will exercise our statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998 amended by European Directive 2000/35/EC if we are not paid according to these terms.

1.3.3. All work remains copyrighted to Verse until settlement of relevant fee account.

1.3.4. All invoices are subject to UK VAT at the current rate unless a valid exemption certificate is provided.

1.3.5. All payments must be in UK Pounds Sterling.

1.3.6. If Verse incurs any costs as a result of the Client’s neglect or default, the Agency may charge those costs to the Client in addition to the contract price.

1.3.7. The Client shall pay for any preliminary work which is produced at his/​her request, whether experimentally or otherwise. A 50% rejection fee is applicable on all designs executed by Verse should the Client cancel their contract/​order.

1.3.8. When payment is overdue, Verse may suspend work, service and/​or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment, therefore, becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.

1.3.9. If your payment is returned by the bank as unpaid for any reason, you will be liable for a charge of £50 for each occurrence.

1.3.10. There may be third-party costs associated with add-on’s and plugins which will be sent through and agreed before being

incurred.

1.3.11 Payment terms are based on time tracked during the project process, billed monthly. We keep track of our hours and invoice you at the end of every calendar month.

1.4 Insolvency

1.4.1. If the Client ceases to pay debts in the ordinary course of business or cannot pay debts as they become due or is deemed to be unable to pay its debts or have a winding-up petition issued against it or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against him, Verse, without prejudice to other remedies shall:

1.4.1.1. Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due to him.

1.4.1.2. In respect of all unpaid debts due from the Client have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.

1.5 Force Majeure

1.5.1. Verse shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may by written notice to Verse elect to terminate the contract and pay for work done and materials used’, but subject thereto shall otherwise accept delivery when available.

1.6 General Terms

1.6.1. These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England and you hereby submit to the non-exclusive jurisdiction of the English courts.

1.6.2. Verse shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control.

1.6.3. All quotes/​estimates, briefs and other Client/​Agency documents are commercially confidential and may not be disclosed to third parties without prior written agreement.

1.6.4. These terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between Verse and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral: between Verse and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you confirm that you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.

1.6.5. Any notice to be given by either party to the other may be sent by either email or post to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two days following the date of posting.

1.6.6. Headings, numbering and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.

1.6.7. You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and Verse as a result of your use of these services. You agree not to hold yourself out as a representative, agent or employee of Verse. You agree that Verse will not be liable by reason of any representation, act or omission to act by you.

1.6.8. Verse reserves the right to revise, alter, modify or amend these terms and conditions, and any of our other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.

1.6.9. If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will be not be deemed to be prejudiced.

1.6.10. This Agreement takes effect on the date on which you order our services. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions.

1.6.11. You shall not assign this Agreement or any benefits or interests arising under this Agreement without the Verse’s prior written permission.

Website Hosting and Email Terms & Conditions

Summary

Verse offers website hosting and database hosting services through the use of third party providers and is subject to requirements set out in these terms and conditions and any other relevant terms and conditions, policies and notices which may be applicable to the supply of hosting services.

Below is a summary of the main points covered in these terms:

Whilst we and our suppliers will always endeavour to give you the best possible level of service, we cannot guarantee 100% availability of service.

Verse and our suppliers accept no responsibility for any losses caused by a loss of service.

Your service will be removed if you fail to pay in time or misuse the service.

Verse will not be liable for any costs to restore your service once it has been removed. Specifically, any websites with databases will require reprogramming once they have been removed from their original server.

Any work undertaken by Verse at the request of the Client will be charged at our standard rate (see rate card), including investigations regarding problems or loss of service that are not due to Verse or our suppliers. Verse should only be contacted after you and your IT professional/​advisor have established that any problems are not due to you or your systems.

7.1 Website & Email Content & Use

7.1.1. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server. You warrant the accuracy, truthfulness and reliability of any information (including, where applicable, statements of opinion or advice) which you place or allow to be placed on your web pages. You warrant that you are authorised to promote and/​or provide any information which you promote and/​or provide on your web pages (for example if you are providing financial information, that you hold any necessary authorisation under all relevant legislation including the Financial Services Acts).

7.1.2. You represent, undertake and warrant to us that you will use the website allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that:

7.1.2.1. You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.

7.1.2.2. You will not host, post, publish, disseminate, link to or transmit:

7.1.2.2.1. Any material or information which is unlawful, infringing, threatening, abusive, malicious, defamatory, obscene, indecent, blasphemous, profane or otherwise objectionable in any way.

7.1.2.2.2. Any material containing a virus or other hostile computer program.

7.1.2.2.3. Any material or information which constitutes, or encourages the commission of a criminal offence, or which threatens, harasses, stalks, abuses, disrupts or violates the legal rights (including rights of privacy and publicity) of others, or which infringes any patent, trademark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.

7.1.2.3. You will not send bulk email, whether opt-in or otherwise, from our network. Nor will you promote a site hosted on our supplier’s network using bulk email.

7.1.2.4. You will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.

7.1.2.5. You shall observe the procedures which we may from time to time prescribe and you shall make no use of the Server which is detrimental to other customers.

7.1.2.6. You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.

7.1.2.7. In the case of an individual User, you warrant that you are at least 16 years of age and if the User is a company, you warrant that the Server will not be used by anyone under the age of 16 years.

7.1.2.8. You are entirely responsible for any civil or criminal liability that is incurred as a result of any use of your web pages. If you post or allow to be posted a defamatory or libellous message, it is you that will be deemed to have published it and you shall be liable for the consequences of it.

7.1.3. We and our suppliers reserve the right to remove any material which they deem inappropriate from your website without notice (specifically, but not restricted to, Warez and illegal MP3 content).

7.1.4. If you advertise or offer to sell goods or services via your web pages, you undertake to provide goods in conformity with any description and warranties made. You agree to comply with all relevant legislation including Advertising and Broadcast regulations, Consumer Credit Acts and Trades Descriptions Acts. If you are advertising goods in the course of a trade or business this must clearly be so stated.

8.1 Support

8.1.1 Definitions

In this Schedule unless the context otherwise requires the definitions contained in the Terms and Conditions shall apply

with the following additions:

Critical Issue” means an Error which has serious and immediate implications for the operation of the Customer Website. For example where no user is able to access the Customer Website, or undertake a function which could reasonably be determined as critical to the normal operation such as completing a purchase if the Customer Website has e-commerce functionality.
Issue” means any Error which the Supplier does not categorise as a Critical Issue
System Usage Question” means a request by the Customer on how to use an aspect of the Customer Website.
Development Request” means a request by the Customer to amend the design or functionality of the Customer Website. This is not considered an Error, and is chargeable at the Supplier’s standard hourly rate or otherwise where agreed in writing.
Training Request” means a request by the Customer for the Supplier to explain, demonstrate or provide documentation on the operations of the Customer Website.
Support Services” means assistance given by the Supplier to the Customer to resolve an Error on the Customer Website
Communication Methods” means either telephone or email using the number or support email address provided by the Supplier
Support Request” means a communication from the Customer to the Supplier via one of the Communication Methods requesting Support Services
Support Category” means a categorisation between 1 and 3 that the Supplier shall allocate to a Support Request, based on the Supplier’s opinion of the nature and severity of the Error. The categories are as follows:


Estimated Fix Time” means the length of time the Supplier estimates it shall take to resolve the Error. Due to the often complex nature of an Error, this should be considered only an estimate and the actual time for the Error to be resolved may be notably greater.

Estimated Response Time” means the length of time the Supplier will endeavour to respond to the Customer within after receiving a Support Request. This response may include the allocated Support Category and an Estimated Fix Time.

Support Category

Support Request

Estimated Response Time (Clients with no support contract in place)

Estimated Response Time (Customer without Support Contract)

Cost

1

Critical Issue

We will pick this up within 4 hours

Verse will fix/​action the issue ASAP.

Standard hourly rate

2

Issue

Verse will pick up the support request, contacting you within 5 days to confirm the works.

No formal SLA for work completion

Standard hourly rate

3

System usage question

Verse will pick up the support request, contacting you within 5 days to confirm the works.

No formal SLA for work completion

Standard hourly rate

4

Development request

Verse will pick up the support request, contacting you within 5 days to confirm the works.

No formal SLA for work completion

Standard hourly rate

5

Training request

Verse will pick up the support request, contacting you within 5 days to confirm the works.

No formal SLA for work completion

Standard hourly rate

8.1.2 Introduction

8.1.3 Verse Support services are usually available between 9am and 5.30pm Monday to Friday, excluding Bank Holidays.

8.2.4 Verse Support Services are intended to cover the resolution of Support Requests:

• Answering how to” questions relating to the Customer’s Website or Hosting Services that are provided by the Supplier

• Resolving an Error on the Customer Website

• Patching the Customer Website with a latest software security update where the Supplier considers there is a reasonable risk to the normal operation of the Customer’s Website. The Customer is responsible for any 3rd party license charges for the software updates, or for the Supplier’s installation time for any updates which the Supplier does not consider a risk to the normal operation of the Website.

8.2.5 Prioritisation of Support Requests over those made by Customers who not have a Support Contract The Support Services do not cover:

• Text changes to the Customer’s Website

• Any additional request that is not considered an Error by the Supplier, such as graphic design or programming amendments

• Any programming, or issues that can reasonably be linked to the effect of programming, undertaken on the Customer Website by the Customer’s third party, unless explicitly stated by the Supplier in writing

• Errors occurring whilst not using a Supported Access Method

8.2.6 Terms of use

8.2.7 General support requests must be submitted to the [email protected]​verse.​co.​uk email address and be categorised as per the table above. Whereby you clearly state the relevant Support Category within the subject header.

8.2.8 Abuse of the system will nullify the effect of an URGENT request.

8.2.1 Service Level

8.2.2 Upon the Supplier receiving a Support Request the Supplier will allocate a Support Category

8.2.3 The Supplier will endeavour to advise the Customer of the Estimated Fix Time within the Estimated Response Time,

however, this is not guaranteed

8.2.4 The Supplier will make best endeavours to resolve the Support Request within any Estimated Fix Time provided, however due to the often complex nature of a Support Request and Error, this cannot be guaranteed

8.3.1 Communication

8.3.2 The Customer shall notify the Supplier of any Support Request via one of the Communication Methods.

8.3.3 Escalation Procedure

If the Customer is unsatisfied with the Support provided they should request that the matter is escalated to their

nominated Account Manager. If the matter still remains unresolved they should request the issue is escalated to the relevant director.

9.1 Service Level Agreements

9.1.1 Unless the client has entered into a partnership our standard service level agreement will be enforced.

9.1.2 Our standard service level agreement is that any requests or amends will be acknowledged within 24 hours, and that you will be contacted within 5 working days to confirm the scope of work. There is no formal SLA for work completion.

9.1.3 Any work/​projects from a client that is in a Verse partnership will take priority. And Verse reserves the right to push back previously set deadlines in order to facilitate this.

9.1.4 All work will be carried out as soon as possible between the hours of 08:30 – 17:00 Monday-Friday.

9.1.5 On a best endeavours basis and subject to the total volume of urgent requests at the time – Verse will adopt a common sense approach to prioritising Urgent requests to minimise any potential negative impacts to the Client.

9.1 Verse Partnerships

Support ADHOC

Description: Our most basic option, Support ADHOC is a pay as you go model whereby you simply raise a support ticket via [email protected]​verse.​co.​uk and our team will process your request around our ongoing workload. Support time will be billed in line with our standard rate card.

Scope: Support for ongoing clients. Via the [email protected]​verse.​co.​uk email address.

Out of scope: A)Telephone support, all tickets MUST be submitted via email. B) Email support, going forward we DO NOT provide email support of any kind for Support ADHOC clients and recommend that you appoint a specific email provider.

SLA:

- Verse will confirm receipt of your request within 24 hours 

- Verse will pick up the support request, contacting you within 5 days to confirm the works.

- Support work will be actioned as per BAU project work (not formal maximin SLA)

Support PREPAID

Description: Buy a chunk of hours upfront for a discounted rate. (Discount at Verse’s discretion) The time spent on any work completed will simply be deducted from your balance on a monthly basis. You will also receive a summary of work completed each month. 

Scope: Support for ongoing clients. Via the [email protected]​verse.​co.​uk email address.

Out of scope: A)Telephone support, all tickets MUST be submitted via email. B) Email support, going forward we DO NOT provide email support of any kind for Support PREPAID clients and recommend that you appoint a specific email provider.

SLA:

- Verse will confirm receipt of your request within 24 hours 

- Verse will pick up the support request, contacting you within 5 days to confirm the works.

- Support work will be actioned as per BAU project work (not formal maximin SLA)

Support Partnership

Description: Verse’s premium support packages that a geared up towards clients that actively want to push their online provision forward each month. Verse will work closely with your teams to help you meet and exceed your wider business objectives.

Scope: Direct contact within Verse to coordinate all your support requests. Telephone support over all aspects of your online provision.

- Our support partnerships will work on a rolling number of hours per month

- Our support retainers are subject to a 3 month notice period on either side.

SLA:

- Verse will confirm receipt of your request within 2 hours 

- Verse will pick up the support request, contacting you within 24 hours to confirm the works.

- Verse will complete any works within 5 days of the confirmation of works. This covers all partnership tasks (smaller scales tasks that can reasonably be complete within the SLA)

- Any larger bits of work will become a work packet’ and will be dealt with as a separate piece of work / project.

The partnership — 10 to 24 hours commitment (65 per hour — any discount at Verse’s discretion)

Our partnership requires a minimum of 10 hours commitment all the way up to 24 hours monthly and includes the following outputs.

Augmented SLA as per the above.

A ring-fenced block of time each month for us to prioritise updates to your online provision.

Bolt-ons

Monthly report on your site where we track key KPI’s for you & Monthly suggestions on optimisations report

Competitor benchmarking report.

The Enterprise

Verse will build a team around your business to support your every need. The enterprise partnership is our most comprehensive and bespoke support solution. These partnerships are entirely tailored around your specific business needs with our provision scaling up to meet your ongoing requirement.

Please get in touch to discuss your Enterprise partnership today.

Categorisation of work / definitions

Critical Issue / We will pick this up within 4 hours / Verse will fix/​action the issue ASAP.

Issue / Verse will pick up the support request, contacting you within 5 days to confirm the works. / No formal SLA for work completion

System usage question / Verse will pick up the support request, contacting you within 5 days to confirm the works. / No formal SLA for work completion

Development request / Verse will pick up the support request, contacting you within 5 days to confirm the works. / No formal SLA for work completion

Training request / Verse will pick up the support request, contacting you within 5 days to confirm the works. /​No formal SLA for work

Terms of use

- You must have URGENT in caps within your email to categorise the issue as such

- Abuse of the system will nullify the effect of an URGENT request.

General Terms & Conditions of Business

Ready to take the leap? Let's go