EULA for Guided Website Design Services (United Kingdom)
This End User Licence Agreement (“Agreement”) is a legal agreement between you (“Client”) and Christopher Ham, operating under the name Guided Website Design (“Service Provider”), for the use of the services provided by Guided Website Design (“Services”). By accessing or using the Services, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, do not access or use the Services.
- Definitions (a) “Deliverables” means the final products or services provided by the Service Provider to the Client as specified in the Order. (b) “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- Services (a) Website Security, Updates, and Maintenance: The Service Provider will provide website security, updates, and maintenance services as described in the service description. The Client is responsible for providing all necessary content, images, and media, and must only supply content for which they own the copyright. The Service Provider is not responsible for any loss or damage resulting from the Client’s failure to provide accurate, complete, or timely content. (b) Remote Support & G-Suite Management: The Service Provider will provide remote support and G-Suite management services as described in the service description. The Service Provider is not responsible for any loss or damage resulting from the Client’s use of these services.
- Intellectual Property (a) All Intellectual Property Rights in the Services and Deliverables shall remain the exclusive property of the Service Provider. The Client is granted a non-exclusive, non-transferable licence to use the Deliverables for their intended purpose. (b) The Client shall keep the Service Provider indemnified in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Service Provider as a result of or in connection with any claim brought against the Service Provider for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of the Services and the Deliverables.
- Client Obligations (a) The Client shall provide accurate and complete information necessary for the Service Provider to deliver the Services and shall obtain all necessary licenses, permissions, and consents required for the use of the Services. (b) The Client shall cooperate with the Service Provider in all matters relating to the Services and provide access to facilities and materials as reasonably required by the Service Provider.
- Limitation of Liability (a) The Service Provider shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the use of the Services, including but not limited to loss of profits, data, or business interruption. (b) The Service Provider’s total liability shall not exceed the amount paid by the Client for the Services.
- Confidentiality (a) Each party shall keep confidential all information relating to the business, affairs, or services of the other party and shall not disclose such information to any third party without prior written consent, except as required by law. (b) The confidentiality obligations shall survive the termination of this Agreement for a period of eighteen (18) months.
- Termination (a) Either party may terminate this Agreement with immediate effect by giving written notice if the other party commits a material breach of the Agreement and fails to remedy that breach within 14 days of being notified in writing of the breach. (b) Upon termination, the Client shall pay all outstanding fees owed to the Service Provider, and each party shall return all materials, equipment, and property belonging to the other party.
- Dispute Resolution and Binding Arbitration Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through binding arbitration in accordance with the rules of the London Court of International Arbitration (LCIA). The arbitration shall be conducted by a single arbitrator appointed in accordance with the said rules. The seat of arbitration shall be London, United Kingdom, and the language of arbitration shall be English. The arbitrator’s decision shall be final and binding upon both parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Client agrees to pay all costs associated with the arbitration proceedings, including but not limited to arbitrator fees, solicitors’ fees, and any other related expenses.
- Data Protection (a) The Service Provider shall act as a data processor and the Client shall act as a data controller with respect to any personal data processed in connection with the Services. (b) The Service Provider shall process personal data in accordance with the Client’s documented instructions and shall implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and accidental loss, destruction, or damage.
- Indemnification The Client agrees to indemnify, defend, and hold harmless the Service Provider from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable solicitors’ fees) arising out of or in connection with the Client’s use of the Services or breach of this Agreement.
- Entire Agreement This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or understandings, whether written or oral, relating to its subject matter.
- Governing Law This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.
By accessing or using the Services, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions, including the binding arbitration clause and the requirement to pay all costs associated with any disputes.
Please note that this is a sample EULA and should be reviewed by a legal professional to ensure it meets your specific needs and complies with applicable laws in the United Kingdom.