Terms of Service

Octavis Digital Services

These terms and conditions apply to any services carried out by OCTAVIS for you the “Client”

Octavis shall ensure that it has and will maintain all necessary licences, consents, and permissions necessary for all and any work that is carried out. This will be obtained during the agreement of client’s requirements.

Customer Obligations

1.The Customer will co-operate with Octavis and provide it with all necessary assistance in relation to the Services, including access to such information, Customer Data, security access information and configuration services which Octavis may require to provide the Services. The Client agrees to only use the Services provided for lawful purposes, in accordance with Octavis recommendations, and in accordance with the Contract.

1.1 Where the Customer breaches any of its obligations under the Contract, Octavis is not responsible nor liable if the Services fail to comply with the Service.

1.2 Where applicable to the Services, the Customer shall use the Services in accordance with this Contract and the applicable Service Level Agreement with regard to the Customer’s expected average monthly Services consumption (“Service Consumption”). Octavis will inform the Customer of its Service Consumption where applicable in the Proposal. Where, and for so long as, the Customer’s usage of the Services exceeds the Service Consumption by 20% or more, then Octavis shall not be responsible for any failures to comply with the Service Level Agreement and shall be entitled to increase the Charges by a reasonable amount.

Security

2.0 Each party recognises that it is impossible to maintain 100% flawless security but (where relevant) Octavis will take all reasonable steps to prevent security breaches in its interaction with the Client.

2.1 Any passwords obtained for services such as security for remote access or social media passwords we do recommend you change these after the work has been carried out.

3.0 Charges and Payment

3.1 The Customer shall pay the Charges to Octavis for the Services they have received .All Charges are as set in the Order Form. All charges are due and payable in accordance with the terms in the Order Form for the applicable billing period

3.2 All invoices are payable within 28 days after the date of service for those with credit agreements. Clients who have ongoing website maintenance or social media management accounts will be expected to be paid every 28 rolling days. Failure of payment will result in If the Customer fails to pay any Charges when due, then Octavis may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services Octavis shall be under no obligation to provide any or all of the Services while the overdue Charges remain unpaid.

3.3 All Charges will be payable in pounds Sterling.

3.4 If for any reason the client or agents of the client, sub-contractors or employees prevents or delays Octavis from performing any Services then Octavis, after having used its efforts to mitigate the effect of such prevention or delay, will be entitled to recover on demand from the Client any reasonable costs, charges or losses it sustains or incurs as a result.

3.5 All Charges payable to Octavis under the Contract shall become due immediately on termination of the Contract. This paragraph is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

Intellectual Property Rights

4.1 The Client also agrees and acknowledges that Octavis has developed the Services in the course of its business and all Intellectual Property Rights in and to the Services and all documents, materials and deliverables it provides which relate to the Services.  Octavis will retain ownership of all Intellectual Property Rights in respect to the Services.

4.2 The Customer shall own and retain all Intellectual Property Rights in the Customer Data. The Customer hereby grants to Octavis a perpetual, irrevocable, non-transferable, non-exclusive, royalty-free licence to use, copy, modify, improve, reproduce, manipulate, enhance and make derivative work from the Customer Data for the purposes of providing the Services.

Confidentiality

5.1 Each party undertakes that it shall keep the Confidential Information of the other party confidential during the Term and for a period of 1 year after termination and as such shall use such Confidential Information only for the purposes of providing or receiving the Services.

5.2 Neither party shall disclose Confidential Information to any person, except as permitted under this paragraph.

Each party may disclose the other party’s Confidential Information:

• To its employees
• Affiliates
• officers
• agents
• consultants
• subcontractors

as such the above mentioned may have access to Confidential Information for the purposes of the Services the client recieves provided that the disclosing party ensures that any such persons comply with the confidentiality obligations contained in the Contract.

5.3 We will only disclose information to officials where disclosure may be required by law a court of competent jurisdiction or any governmental or regulatory authority that’s requires such information. Each party reserves all rights in its Confidential Information.

Limitation of Liability

6.1 Nothing in the Contract shall limit or exclude the liability of either party for:

breach of the obligations implied by Section 12 Sale of Goods Act 1979 or Section 11B Supply of Goods and Services Act 1982; or fraud or fraudulent misrepresentation.

Subject to the above:

6.2 Octavis shall not be liable whether in delict (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any special damage, even though Octavis was aware of the circumstances in which such special damage could arise, loss of profits, loss of business, depletion of goodwill or similar losses, loss of agreements or contracts, loss or corruption of software, data, or information, pure economic loss, and special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract. Octavis is also not liable for any malware or other contaminants which enter the Customer’s email system or computer network.

6.3 Excluding where it is unlawful to do so, and in addition to the exclusions of liability in the Contract, Octavis, or any Third Party Subcontractor, is not liable to the Customer for any loss of profits or any special, indirect, economic or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, whether arising under contract, delict (including for negligence or breach of statutory duty) misrepresentation or otherwise, including loss of or corruption to data, loss of contracts, loss of operation time and loss of goodwill.

Data Protection

7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This paragraph is in addition to, and does not relieve, remove, or replace, a party’s obligations or rights under the Data Protection Legislation.

7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Octavis is the processor. Octavis will set out the scope, nature and purpose of the processing, the duration of the processing and the types of personal data and categories of data subject in the Contract.

7.3 The Customer agrees and consents to Octavis having the right to access the Customer Data and to use, modify, reproduce, distribute, display and disclose Customer Data, including any personal data, to the extent necessary to provide the Services, including, without limitation, in response to support requests.

Term and Termination

8.0 Either party notifies the other party in writing of termination, at least 30 days before the end of the Term; this applies to on-going users. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if any of the below are applicable:

8.1 The other party commits a material breach of the Contract which (in the case of a breach capable of remedy) has not been remedied within thirty (30)days of the receipt by the other of a notice specifying the breach and requiring its remedy; or

8.2 a winding-up order or bankruptcy order is made against the other party; or

8.3 the other party ceases or suspends payment of any of its debts, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

8.4 Any arrangement, compromise, or composition in satisfaction of its debts is proposed or entered into; or

8.5 the other party ceases, or threatens to cease, to carry on business; or

8.6 On termination of the Contract for any reason:

8.7 all licences granted under the Contract shall immediately terminate and the Customer shall immediately cease all use of the Services; and

8.8 each party shall return and make no further use of any equipment, property, Customer Data and other items (and all copies of them) belonging to the other party.

Other important terms

9.0 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period of delay of any affected Services. If the period of delay or non-performance continues for 6 months, either party may terminate the Contract by giving 30 days’ written notice to the affected party.

Governing Law and Jurisdiction

10.0 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Scotland. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contractor its subject matter or formation.

Consumer Contract Regulations

11.0 For distance or off-premises sales  Octavis will always provide key information, including but not limited to.

A description of the service or digital content, including how long any commitment will last on the part of the consumer.

The total price of service or the manner in which the price will be calculated if this can’t be determined

how you will pay for the services and when they will be provided to you

information on the compatibility of digital content with hardware and other software that the trader is aware of (or can reasonably be expected to be aware of.