The following terms and conditions apply to all services, including website development and design services, (the Services) provided by Poseidon Design (Poseidon Design) to the Client, in conjunction with any relevant quotation provided to the Client by Poseidon Design (Terms), unless otherwise agreed in writing. Acceptance of a quote, purchase and/or use of the Services shall be considered acceptance of the Terms.
Commercial Terms
1. Charges
Charges for the Services are defined in the project quotation that the Client receives from Poseidon Design via email. Quotations are valid for a period of 30 days. Poseidon Design reserves the right to alter a quotation or decline to provide the relevant Services after expiry of the 30 days.
Payment terms will be agreed upon with the Client prior to any work being undertaken, whether that is full payment upon completion or staged payments during the project. Payment in full will be required upon completion of the work prior to uploading to the server or release of materials.
The Client agrees to reimburse Poseidon Design for any additional expenses necessary for the completion of the work. Expenses may include (but are not limited to) purchase of domain names, special fonts and stock photography.
All Charges are exclusive of VAT.
2. Invoicing and payment
Invoices are normally sent via email, but hard copy invoices are available on request. Payment is due on receipt of the invoice by the Client.
Payment for services is due by bank transfer. Bank details will be made available on invoices. Payments may also be made by credit or debit card via PayPal but at the discretion of Poseidon Design.
If the Client fails to make any payment due to Poseidon Design by the due date for payment, then, without limiting Poseidon Design’s remedies under or in connection with these terms and conditions, the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Poseidon Design’s web space, Poseidon Design will, at its discretion, remove all such material from its web space. Poseidon Design is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Clients with accounts in default agree to pay Poseidon Design reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Poseidon Design in enforcing these Terms.
3. Turnaround Time and Content Control
Poseidon Design will install and publicly post or supply the Client’s website by the date specified in the project proposal or at the date agreed with the Client upon Poseidon Design receiving initial payment unless a delay is specifically requested by the Client and agreed by Poseidon Design.
In return, the Client agrees to provide Poseidon Design promptly with all necessary co-operation, information, materials and data, access to staff and timely decision-making which may be reasonably required by Poseidon Design for the performance of the Services. This shall include the Client delegating a single individual as a primary contact to aid Poseidon Design with progressing the commission in a satisfactory and expedient manner.
During the project, Poseidon Design will require the Client to provide website content; text, images, movies and sound files, along with any relevant background information.
4. Failure to provide required website content
Poseidon Design is a small business, and to remain efficient, we must ensure that the work we have arranged is carried out at the scheduled time. On occasions, we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.
This is why we ask that the Client provide all the required information in advance. On any occasion where progress cannot be made with the Client’s website because we have not been given the required information in the agreed time frame and we are delayed as a result, we reserve the right to impose a surcharge of up to 25% of the Charges. If the Services involve Search Engine Optimisation, we need the text content for the Client’s site in advance so that the SEO can be planned and completed efficiently.
If the Client agrees to provide us with the required information and subsequently fails to do so within one week of project commencement, we reserve the right to close the project, and the balance remaining becomes payable immediately. Simply put, do not give us the go-ahead to start until you are ready to do so.
NOTE: Text content must be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. Contact us if you need clarification on this.
5. Project Abandonment
Where no contact or response has been received from the Client for a period of 30 days or more, despite reasonable attempts by Poseidon Design to make contact, the project may be considered abandoned at Poseidon Design’s discretion. In such circumstances, Poseidon Design reserves the right to close the project and issue a final invoice for all work completed to that point, together with any expenses incurred, which shall become payable immediately. Poseidon Design shall not be obliged to retain any work, files, or materials associated with an abandoned project beyond a period of 30 days following the issue of the final invoice, after which such materials may be permanently deleted without further notice to the Client.
6. Revisions and Amendments
Poseidon Design will carry out revisions to the work as reasonably requested by the Client during the design and development phase, up to the number of revision rounds specified in the project quotation. Revision rounds not included in the quotation may be carried out at Poseidon Design’s discretion and may be subject to additional charges. Where the Client makes a material change to the original brief after work has commenced, Poseidon Design reserves the right to requote for the revised scope of work. Any additional charges arising from such changes will be agreed with the Client in writing before work proceeds.
7. Termination
Termination of services by the Client must be requested in a written notice (Email is acceptable) and will be effective on receipt of such notice. Telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for work completed (including any expenses incurred, as outlined in clause 1) to the date of first notice of cancellation for payment in full within thirty (30) days.
8. Staged Payments and Early Termination
Where a project is subject to a staged payment structure as agreed in the project quotation, and the project is subsequently terminated by the Client under clause 7 or considered abandoned under the Project Abandonment clause 5 above, the Client shall remain liable for payment of all work completed up to the date of termination or abandonment. Where work completed at the point of termination or abandonment exceeds the value of any staged payments already received, Poseidon Design reserves the right to issue a further invoice reflecting the outstanding balance, which shall be payable within 30 days. For the avoidance of doubt, staged payment schedules do not limit or cap Poseidon Design’s entitlement to payment for work actually carried out.
Delivery and Technical
9. Client Review
Poseidon Design will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Poseidon Design otherwise within ten (10) days of the date the materials are made available to the Client.
10. Standard Media Delivery
Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (Word or Google Docs delivered via e-mail or a cloud storage link such as Google Drive, Dropbox, WeTransfer, etc.) and that all photographs and other graphics will be provided physically in high-quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by Poseidon Design to return to the Client any images or printed material provided for use in the creation of the Client’s website, such return cannot be guaranteed.
11. Deliverables
11.1 Standard File Formats
Unless otherwise agreed in writing prior to the commencement of a project, all design deliverables produced by Poseidon Design and supplied to the Client shall be provided in universally compatible file formats. Such formats may include, but are not limited to, Encapsulated PostScript (EPS), Scalable Vector Graphics (SVG), Portable Document Format (PDF), Joint Photographic Experts Group (JPEG), and Portable Network Graphics (PNG), as appropriate to the nature of the deliverable.
The specific file formats to be supplied will be determined by Poseidon Design based on the requirements of each project, unless the Client specifies alternative format preferences in writing prior to or during the project scoping phase. Poseidon Design will make reasonable efforts to accommodate such preferences where technically practicable.
11.2 Exclusion of Master Design Files
The deliverables supplied under these Terms do not include layered, editable, or proprietary master design files, including but not limited to Adobe Photoshop (.PSD), Adobe Illustrator (.AI), Adobe InDesign (.INDD), Affinity (.AF), or Figma source files, unless the transfer of such files has been explicitly agreed upon in writing between the Client and Poseidon Design prior to project commencement.
Where the Client wishes to obtain master design files, this must be requested and confirmed in writing as part of the project scope. The provision of such files may be subject to an additional fee, as agreed between the parties. In all instances, Poseidon Design retains the right to apply such licensing conditions as it deems appropriate to the transfer of source files.
11.3 Delivery Method and Acceptance
Deliverables shall be provided to the Client via the method agreed upon during the project scoping phase, which may include electronic transfer, shared cloud storage, or such other means as the parties may agree. Upon delivery, the Client is responsible for reviewing all deliverables and notifying Poseidon Design in writing of any discrepancies or defects. Failure to raise objections within a two-week review period shall be deemed acceptance of the deliverables as supplied.
11.4 Amendments by Prior Agreement
Any variation to the deliverables outlined in this clause, including changes to file format, scope, or the inclusion of master design files, must be agreed in writing by both parties. Verbal agreements or informal communications shall not constitute a binding amendment to the deliverables as defined herein.
12. Web Browsers
Poseidon Design makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Google Chrome, Microsoft Edge etc.). The Client agrees that Poseidon Design cannot guarantee correct functionality with all browser software across different operating systems.
Poseidon Design cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client. As such, Poseidon Design reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
13. Third-Party Servers
Poseidon Design designs and tests websites to work on servers owned and operated by its preferred hosting company, Krystal Hosting, and cannot guarantee correct functionality if the Client wishes to use a third-party server or hosting company. In the event that the Client is using a third-party server or hosting company, it is the responsibility of the Client and any third-party host to ensure that the server is compatible with the website. Poseidon Design will assist the Client to configure the server if this is required. However, this may be subject to additional charges.
If the Client’s website is to be installed on a third-party server, Poseidon Design must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
14. Hosting
Where Poseidon Design arranges hosting on behalf of the Client, it does so as an intermediary between the Client and the hosting provider. Poseidon Design’s preferred hosting provider is Krystal Hosting, and hosting services are provided subject to Krystal Hosting’s own terms and conditions. Poseidon Design accepts no liability for server downtime, performance issues, data loss, or any other matters arising from the hosting provider’s infrastructure or service. The Client is encouraged to familiarise themselves with the hosting provider’s terms. Where the Client opts to use an alternative hosting provider, the provisions of clause 13 shall apply.
15. Domain Names
Poseidon Design may purchase domain names on behalf of the Client. Payment in relation to, and renewal of, those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Poseidon Design. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
Ongoing Services
16. Maintenance & Post-Placement Alterations
In the event that the Client wishes to make alterations to the website once launched, the Client agrees to give Poseidon Design the opportunity to quote to provide such alterations. There is no obligation on the Client to accept the quote provided by Poseidon Design.
Poseidon Design cannot accept responsibility for any alterations caused by the Client or a third party occurring to the website once installed. Such alterations include, but are not limited to additions, modifications or deletions.
If the Client decides not to engage the services of Poseidon Design for the ongoing maintenance of the website once it has been launched, Poseidon Design shall be released from all liability for any claims, damages, or losses arising from the website’s operation, performance, or content, including but not limited to errors, downtime, security breaches, or third-party actions. The client assumes full responsibility for the website’s maintenance, updates, plugins and compliance with applicable laws and regulations post-launch.
17. Digital Marketing
Poseidon Design will carry out digital marketing services in accordance with the scope of work agreed in the relevant project quotation, provided that a minimum contract term of three months is served and monthly payments are received in advance. Where payment is not received by the due date, Poseidon Design reserves the right to suspend all digital marketing activity until the account is brought up to date.
At the end of the minimum contract term, the agreement will continue on a rolling monthly basis unless either party gives not less than 30 days’ written notice of their intention to terminate. Upon termination, the Client will be invoiced for any outstanding charges up to and including the final date of service.
Poseidon Design will provide the Client with reasonable reporting on the performance of digital marketing activity at agreed intervals. However, Poseidon Design makes no guarantee of specific outcomes, rankings, or results, as these are subject to factors outside of Poseidon Design’s control, including but not limited to search engine algorithm changes and market conditions.
Legal and Compliance
18. Intellectual property
Background IP means any IP Rights, other than Foreground IP, that is used in connection with these Terms.
Foreground IP means any IP Rights that arise or are obtained or developed by, or by a contractor on behalf of, either party in respect of the services and deliverables under or in connection with these Terms.
IP Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
All Background IP, including but not limited to any IP Rights in data, files and graphic logos provided to Poseidon Design by the Client, is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use the Background IP has derived).
The Client hereby grants to Poseidon Design a non-exclusive licence to publish and use such material, which may be sub-licensed to any contractor acting on behalf of Poseidon Design. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Poseidon Design permission and rights for use of the same. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Poseidon Design that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. The Client shall indemnify and hold harmless Poseidon Design against all damages, losses and expenses arising as a result of any and all actions or claims that any materials provided to Poseidon Design by or on behalf of the Client infringe the IP Rights of a third party.
All Foreground IP shall vest in and be owned absolutely by the party creating or developing it. Poseidon Design hereby grants the Client a non-exclusive licence of such Foreground IP for the purpose of operating the website.
19. Indemnity
All services provided by Poseidon Design may be used for lawful purposes only. The Client agrees to indemnify and hold harmless Poseidon Design from and against all damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with any claim brought against Poseidon Design as a result of the Client’s use of the Services, the Client’s breach of these Terms, or any act or omission of the Client in connection with the subject matter of these Terms. This indemnity shall survive the termination or expiry of these Terms for whatever reason.
20. Confidentiality
Each party (the Receiving Party) shall use its reasonable endeavours to keep confidential all information and documentation disclosed by the other party (the Disclosing Party), before or after the date of these Terms, to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any software, operations, products, processes, dealings, trade secrets or the business of the Disclosing Party (including without limitation all associated software, specifications, designs and graphics) or which is identified by the Disclosing Party as confidential (the Confidential Information) and will not use any Confidential Information for any purpose other than the performance of its obligations under these Terms. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party. This clause shall survive the termination of these Terms for whatever cause.
During the term of these Terms, the Receiving Party may disclose the Confidential Information to its employees and sub-contractors (any such person being referred to as the Recipient) to the extent that it is reasonably necessary for the purposes of these Terms. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under these Terms as if the Recipient was a party to these Terms.
The obligations in this clause shall not apply to any Confidential Information which is:
- at the date of these Terms already in, or at any time after the date of these Terms comes into, the public domain other than through breach of these Terms by the Receiving Party or any Recipient;
- furnished to the Receiving Party or any Recipient without restriction by a third party having a bona fide right to do so; or
- required to be disclosed by the Receiving Party by law or regulatory requirements, provided that the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.
All tangible forms of Confidential Information, including, without limitation, all summaries, copies, excerpts of any Confidential Information whether prepared by the Disclosing Party or not, shall be the sole property of the Disclosing Party, and shall be immediately delivered by the Receiving Party to the Disclosing Party upon the Disclosing Party’s request or the termination of these Terms (whichever is earlier). The Receiving Party shall not copy, reproduce, publish or distribute in whole or in part any Confidential Information without the prior written consent of the Disclosing Party.
21. Data protection
For the purposes of this clause, Data Protection Law means the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018, any other data protection and/or privacy laws applicable to Poseidon Design, and any applicable laws replacing, amending, extending, re-enacting or consolidating the above from time to time.
Both parties will comply with all applicable requirements of Data Protection Law. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Law.
The Client will comply with Data Protection Law in connection with the collection, storage and processing of personal data (which shall include you providing all the required fair processing information to, and obtaining all necessary consent from, data subjects), and the exercise and performance of your respective rights and obligations under these terms and conditions, including all instructions given by the Client to Poseidon Design and maintaining all relevant regulatory registrations and notifications as required under Data Protection Law.
The parties acknowledge that if Poseidon Design processes any personal data on the Client’s behalf when performing its obligations under this agreement, the Client is the controller and Poseidon Design is the processor for the purposes of Data Protection Law.
The scope, nature and purpose of processing by Poseidon Design, the duration of the processing and the types of personal data and categories of data subject are set out in our Privacy Notice and the project quotation.
In relation to the processing of personal data under these terms and conditions, Poseidon Design shall:
- process personal data on the Client’s behalf only on and in accordance with the Client’s documented instructions as set out in this clause (as updated from time to time by agreement between the parties), unless required to do so by applicable law; in such a case, we shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
- ensure that persons authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
- implement and maintain appropriate technical and organisational measures in relation to the processing of personal data; you hereby acknowledge that you are satisfied that our processing operations and technical and organisational measures are suitable for the purposes for which you propose to use our services and engage us to process the personal data;
- promptly refer all data subject requests we receive to you and, taking into account the nature of the processing, assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;
- assist you in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to us and only in the event that you cannot reasonably be expected to comply with the requirements of Articles 32 to 36 without our information and/or assistance (e.g. you do not possess or otherwise have access to the information requested). We may charge our reasonable costs on a time and materials basis in providing you with such assistance;
- retain personal data in accordance with the retention periods set out in our Privacy Notice;
- make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28(3) and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you provided: (i) you give us at least 7 days prior notice of an audit or inspection being required; (ii) you give us a reasonable period of time to comply with any information request; (iii) ensuring that all information obtained or generated by you or your auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential; (iv) ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to our business; (v) no more than one audit and one information request is permitted per calendar year; and (vi) paying our reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits;
- take reasonable steps to ensure the reliability of anyone who we allow to have access to personal data, ensuring that in each case access is limited to those individuals who need to know or access the relevant personal data, as necessary for the purposes of the Terms; and
- notify the Client without delay (and if possible within 24 hours) upon us or any sub-processor becoming aware of a personal data breach affecting personal data processed on the Client’s behalf, providing the Client with sufficient information to allow you to meet any obligations to report or inform data subjects of the personal data breach.
The Client hereby gives Poseidon Design consent to engage sub-processors for processing of personal data on your behalf. We shall inform the Client before transferring any personal data processed on your behalf to a new sub-processor. Following receipt of such information you shall notify us if you object to the new sub-processor. If you do not object to the sub-processor within seven calendar days of receiving the information, you shall be deemed to have accepted the sub-processor. If you have raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within reasonable time, the Client shall have the right to terminate these Terms with a notice period determined by the Client, without prejudice to any other remedies available under law or contract. During the notice period, we shall not transfer any personal data processed on the Client’s behalf to the sub-processor.
Poseidon Design shall enter into appropriate written agreements with all of its sub-processors on terms substantially similar to these Terms. We shall remain primarily liable to the Client for the performance or non-performance of the sub-processors’ obligations. Upon your request, we are obliged to provide information regarding any sub-processor, including name, address and the processing carried out by the sub-processor.
We will not transfer personal data processed on your behalf to a country outside the United Kingdom which is not recognised by the European Commission to have an adequate level of protection in accordance with Data Protection Law unless the transfer is effected by such legally enforceable mechanism(s) for transfers of personal data as may be permitted under Data Protection Laws from time to time.
22. Accessibility
Poseidon Design will make reasonable efforts to ensure that websites are developed in accordance with broadly recognised web accessibility guidelines, including the Web Content Accessibility Guidelines (WCAG) current at the time of development, unless otherwise agreed in writing. It is the Client’s responsibility to inform Poseidon Design of any specific accessibility requirements prior to the commencement of the project. Poseidon Design cannot accept responsibility for accessibility issues arising from content, materials, or structural changes made by the Client or a third party after the website has been handed over. Where legislative or regulatory requirements impose specific accessibility obligations on the Client’s organisation, it is the Client’s responsibility to communicate these requirements to Poseidon Design at the outset.
23. Liability
Nothing in these Terms shall operate to exclude or limit either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud; or (c) any other liability which cannot be excluded or limited under applicable law.
Poseidon Design shall not be liable under or in connection with these Terms or any collateral contract for any: (a) loss of revenue; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of business; (e) loss of opportunity; (f) loss of goodwill or reputation; (g) loss of, damage to or corruption of data; (h) any indirect or consequential loss; (i) loss or damage caused by any inaccuracy, omission, delay or error, whether as a result of negligence or other cause in the production of the website; or (j) loss or damage to the Client’s artwork/photos supplied for the website, whether as a result of negligence or otherwise.
The entire liability of Poseidon Design to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
24. Force Majeure
Poseidon Design shall not be liable for any delay in or failure to perform its obligations under these Terms where such delay or failure results from circumstances beyond its reasonable control, including but not limited to illness, fire, flood, severe weather, failure of third-party suppliers or infrastructure, telecommunications outages, or any other event that could not reasonably have been anticipated or prevented. Where such circumstances arise, Poseidon Design will notify the Client as soon as reasonably practicable and will use reasonable endeavours to resume performance at the earliest opportunity.
25. Third Party Products
Any third-party software which Poseidon Design agrees to provide shall be supplied in accordance with the relevant licensor’s standard terms. The one-off licence fee for such third-party software is included in the Charges payable pursuant to clause 1.
General Provisions
26. Design Credit and Marketing
A link to Poseidon Design will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it may be designed to fit in with the overall site design. If a client requests that the design credit be removed, a nominal fee of 10% of the total development charges may be applied. This applies only to business clients.
The Client agrees that the website developed for the Client may be presented in Poseidon Design’s portfolio, and hereby grants Poseidon Design a worldwide, perpetual, non-exclusive licence to use its name, logo and branding for advertising, marketing and promotional activities.
27. General
These Terms constitute the entire agreement between the parties and supersede all previous representations, promises, assurances, warranties, understandings and agreements between them, whether written or oral, relating to their subject matter.
These Terms do not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of these Terms.
No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A notice given to a party under or in connection with these Terms shall be in writing and in English, by email or next working day delivery service. Notices to the Client shall be sent to the email address or address last notified to Poseidon Design. Notices to Poseidon Design shall be sent to the email address info@poseidondesign.co.uk or the address set out at https://www.poseidondesign.co.uk/contact.
28. Severability
In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the original provision.
29. Waiver
The failure or delay by Poseidon Design to enforce any provision of these Terms and Conditions, including but not limited to the application of additional charges or fees to which Poseidon Design may be entitled, shall not constitute a waiver of Poseidon Design’s right to enforce such provision at any future time. Any decision by Poseidon Design to waive a particular term or condition in any given instance shall be made entirely at Poseidon Design’s discretion, shall apply solely to that specific instance, and shall not be construed as a precedent or as an amendment to these Terms and Conditions. No waiver shall be effective unless confirmed in writing by an authorised representative of Poseidon Design.
30. Governing Law and Jurisdiction
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.