By purchasing a DigitalPractice Website, created in partnership between Effector Ltd and MF Marketing Consultancy ltd you confirm that you (the client) agree to adhere by these terms and conditions of these terms of service. These terms of service are legally binding and represent an agreement between you (the client) and DigitalPractice (the provider/”Effector”/”MarketingCoach”).

  1. DigitalPractice designs, builds, and hosts websites and provides online support.
  2. The client has the right to, title, and interest in a website containing intellectual property owned by the client together with, but not limited to textual content, video and/or audio.
  3. The client wants DigitalPractice to host its website and understands that Effector websites must be hosted on DigitalPractice servers.
  4. This agreement shall take full force and effect as and from the date of the client’s purchase of the website.
  5. DigitalPractice shall supply to the client all services necessary to effectively host the clients’ website and make available for a fee to the client the services of DigitalPractice to provide to the client online support for the ongoing administration and maintenance of the clients website hosted by DigitalPractice in circumstances where the client requests such support.
  6. This Agreement may change from time to time. In the event that this Agreement changes, DigitalPractice shall advise the client in writing at least 60 days before the changes shall take effect. If the client asserts that any changes to this Agreement show unfair bias against the interests of the client in favour of DigitalPractice , the client agrees to dispute the application of the changes in writing prior to the changes taking effect. In the event of a dispute the client will either be provided with a written exemption from the specific changes within this Agreement that the client asserts to be unfair, or if this is not possible the client may at its option terminate this Agreement by giving 30 days’ notice to DigitalPractice whereupon DigitalPractice shall charge for services rendered up to the date of termination of this Agreement which is to be paid in full by the client on or before the date of the termination of this Agreement.
  7. DigitalPractice may terminate the Agreement without notice to the client in the event DigitalPractice becomes aware of any of the following:-
    1. content on the client’s website (including content generated by users of the client’s website) that does not comply with the acceptable use policy of DigitalPractice.
    2. notwithstanding the terms of acceptable use policy of DigitalPractice any matters that is either offensive and/or obscene, seditious defamatory or inappropriate in the opinion of DigitalPractice;
  8. The client warrants to DigitalPractice that it shall not by its conduct frustrate DigitalPractice from hosting its website or withhold the necessary support to DigitalPractice for the effective hosting of the website. DigitalPractice shall not be liable for any interruption to the provision of the client or the hosting services where an interruption is beyond the control of DigitalPractice including but not limited to force majeure.
  9. DigitalPractice warrant to the client that 99.9% of the time in any given month the client’s website will work when accessed from a browser with unrestricted access to the internet. In this Service Level Agreement the expression “availability” shall have the meaning of availability to users of the internet unaffected by local or network limitation. In the event that the website is available in any given calendar month for a period of time less than 99.9% DigitalPractice shall give to the client a rebate of their monthly fees to be calculated on a pro rata basis for the time that the website was offline in that given calendar month. DigitalPractice shall not be liable for any losses in circumstances where the client’s site is offline at any point reflecting a monetary sum beyond the sum required paid for hosting in that given calendar month.
  10. In the event DigitalPractice terminates this Agreement as a result of any breach of this Agreement by the client and withdraws its hosting services from the client whereby the client’s web page is no longer hosted on the internet:
    1. DigitalPractice will not be liable for any loss or damage arising from the withdrawal of the hosting services from the client.
    2. DigitalPractice will advise the client of any foreseeable interruption to the hosting service, and provide up-to-date network status and service availability information via email within business hours
  11. Notwithstanding anything contained in the acceptable use policy of DigitalPractice as set out in this Agreement the client warrants to DigitalPractice that it is the lawful owner of or has permission from the lawful owner to publish all intellectual property published on its website that it has requested DigitalPractice to host. In the event that the client, in allowing DigitalPractice to host its website breaches any law of but not limited to the Republic of Ireland, DigitalPractice may terminate this Agreement without prejudice to the rights of DigitalPractice to seek one or all of compensation damages indemnities relating to liability incurred as a result of the client’s aforementioned breaches.

 

METHOD OF PAYMENT

  1. The client agrees to:
    1. Make payments to DigitalPractice upon receipt of a tax invoice from Effector for hosting charges which shall be charged in advance.
    2. Make payments to DigitalPractice upon receipt of a tax invoice from DigitalPractice for excess charges for messages or data which shall be charged in arrears.
    3. Make payments punctually on the first of each calendar month in accordance with the billing periods which shall be based on calendar months.
    4. That in the event the client defaults in any payment of a tax invoice from DigitalPractice rendered to them DigitalPracticer may without notice to the client suspend or terminate hosting or development services until such time that the client has paid to Effector in full any outstanding amounts due and owing pursuant to any tax invoice rendered by Effector to the client pursuant to this agreement.
  2. In the event this Agreement is terminated by the client the client agrees to pay to DigitalPractice an amount to be costed on the basis of all services provided by DigitalPractice that remain unbilled as at the date of termination.
  3. In the event the client is a corporation, the directors of the client agree to be parties to this Agreement and guarantee the performance of the client and further agree to assume each and every liability and obligation of the client pursuant to this Agreement in the event of and as and when the directors of the client are called upon to do so for whatever reason. The obligations of the directors of the client include but are not limited to the payment of any and all tax invoices rendered to the client by DigitalPractice.
  4. The client agrees to advise DigitalPractice of any change of contact details. DigitalPractice will not be liable for any consequences of tax invoices or other notices or documentation being sent to incorrect addresses as a result of a failure of the client to provide notice of a change of said details.

 

FAIR USE, REPUDIATORY CONDUCT AND DISPUTES

  1. The client agrees not to engage in excessive contact, which includes but is not limited to:
    1. Repeatedly asking for assistance with matters outside DigitalPractice’s control, responsibility, or remit, after DigitalPractice has advised the client that this is the case, including but not limited to: basic computer assistance, business advice or other technical assistance not related to DigitalPractice’s services.
    2. Repeatedly and unreasonably asking for assistance with matters with which DigitalPractice has previously provided training. The client agrees to endeavour to understand the training they are provided.
    3. Excessive phone calls or emails to the extent that it has a detrimental impact on our ability to service our other clients.
    4. Demands for assistance with non-urgent matters outside of DigitalPractice’s support hours where urgency is determined at the sole discretion of Effector.
  2. If DigitalPractice determines that the client is engaging in excessive contact, it will provide written notice to the client of this determination, and the client agrees that DigitalPractice at its sole discretion may as a result undertake any or all of the following actions:
    1. Apply a restriction on contact time permitted with the client
    2. Invoice the client for all or a portion of time spent on the phone, responding to emails and support tickets, and any other undertakings required to service the client
    3. Suspend and/or terminate the client’s provision of services, not before a third warning has been given. Warnings may not be given any more frequently than every seven days.
  3. DigitalPractice agrees that notices of excessive contact must be provided within 30 days of said excessive contact and the determination can only be made on the basis of activity within the 90 days preceding the date the notice is issued.
  4. The client agrees that any dispute it wishes to make to a notice of excessive contact must be provided in writing to DigitalPractice within 14 days of the issue of the notice.
  5. The client agrees not to engage in repudiatory conduct, which includes but is not limited to:
    1. Abusive behaviour towards staff, agents, partners or directors of DigitalPractice, which includes threatening behaviour and/or speech
    2. Defamation of staff, agents, or directors of DigitalPractice, or of DigitalPractice or related businesses
  6. The client agrees that in instances of repudiatory conduct, DigitalPractice is entitled to immediately terminate this agreement without prejudice to its rights to seek one or all of compensation, damages, or indemnities relating to the conduct.