The following Terms and Conditions apply to all products and services provided by ACT Studios Limited (hereinafter referred to as ‘ACT’ unless otherwise stated within the relevant section of these Terms and Conditions).
1. Any purchase or use of ACT’s services means the Client has accepted these terms and conditions in full.
2. It is not necessary for any Client to have signed an acceptance of these terms and conditions in order for them to apply.
3. These terms and conditions are available on ACT’s website.
4. Charges for services to be provided by ACT are defined in the project quotation that the Client receives via email. Quotations are valid for a period of 30 days. ACT reserves the right to alter or decline to provide a quotation after expiry of the 30 days.
5. All prices quoted are subject to VAT (unless specified otherwise).
6. Payment is generally split into 2 phases. (For larger projects, we will discuss milestones and deposit amounts)
• 50% deposit in advance of commencement of the project. All deposits are non-refundable.
• 50% on completion of the project
7. Payment for services is due by bank transfer. Bank details will be made available on invoices.
8. If additional images, designs or services are required, the costs will be agreed and charged as extra.
Project Progression, Lead Times and Sign Off
9. ACT will only commence work on a project once a deposit of (generally) 50% of the total amount due has been received from the Client.
10. The Client agrees to delegate a single individual as a primary contact to aid ACT with progressing any project in a satisfactory and expedient manner.
11. The Client agrees to provide ACT with a designated email address for the purposes of communication regarding any project or services and sign off thereof.
12. The Client agrees to provide ACT with all the required information to complete a project in advance to ensure that work is carried out to the project lead time.
13. The Client acknowledges that all completion dates and lead times provided by ACT regarding a project are advisory only and that ACT cannot guarantee project completion dates or lead times.
14. At the completion of the project, the Client will be asked to provide ‘sign off’. At this time the remainder of the amount due will become payable.
15. If ‘sign off’ confirmation is not received from the Client within seven (7) days of the date of notification from ACT, ‘sign off’ will be deemed to have been provided and the project approved by the Client.
16. If at ‘sign off’ the Client wishes amendments to be made to the project (within the remit of the specification document originally provided by ACT), all details must be provided to ACT in a single email or document clearly outlining the amendments to be made. This email or document must be provided by the Client within 48 hours of the date of notification from ACT.
17. ACT will not accept any further amendments to the project in addition to those detailed in the email or document provided by the Client, unless the Client is willing to pay additional fees for these additional services (POA). ACT will also not accept amendments to the project after 48 hours have elapsed from the date of notification from ACT. Any further requests for changes may be liable to additional fees to be confirmed depending on the exact nature of the work.
18. If the Client does not contact ACT for a period of six (6) months after a project has commenced, ACT will deem the project to be cancelled. No refunds will be given for any payments made by the Client. After a period of six (6) months from commencement of a project, any work that has been created in relation to the project may be deleted by ACT.
19. Payment will be due within seven (7) days of ‘sign off’.
20. Accounts that have not been settled within seven (7) days of sign off will incur a late payment charge of 10% of the amount outstanding. The Client may also be charged statutory interest pursuant to the late payment legislation.
21. If the project is online, full publication of any web content may take place only after full payment has been received. Any material previously published may be removed if payment is not received. When this occurs a minimum charge of £50 + VAT will be required to have the online content restored.
21. The Client’s account shall be considered default if it remains unpaid for 7 days from the date of the ‘sign off’ notification from ACT, or following a returned cheque. ACT shall be considered entitled to remove ACT’s and/or the Client’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.
22. Removal of such materials does not relieve the Client of its obligation to pay the due amount. Clients whose accounts become default agree to pay ACT reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
Copyrights and Trademarks
23. By supplying artwork, text, images and other data to ACT for inclusion in the Client’s website or other medium, the Client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Client, or rightful copyright or trademark owner.
24. It is the Client’s responsibility to ensure that they have obtained the necessary copyright or permissions to use any asset (including but not limited to, images, text, graphics, audio clips, video or other digital files) used within any website, email, print media or other marketing created or amended by ACT for the Client, irrespective of whether those assets have been sourced by ACT or the Client. The Client agrees to fully indemnify and hold ACT, its employees, agents and sub-contractors free from harm in any and all claims resulting from the Client in not having obtained all the required copyright, and/or any other necessary permissions.
25. Should ACT, or the Client supply an image, text, audio clip or any other digital file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow ACT to remove and/or replace the file on the site. The Client agrees to fully indemnify and hold ACT, its employees, agents and sub-contractors free from harm in any and all claims resulting from such copyright or royalty usage limitations.
26. Any artwork, images, or text supplied by ACT on behalf of the Client, will remain the property of ACT and/or its suppliers until full payment is received. Website code and designs remain the property of ACT unless agreed in writing that this arrangement has been changed. If any image(s), Royalty Free or Right Managed are purchased on behalf of the Client, upon full reimbursement of the associated cost to ACT the Client shall hold full rights to these image(s).
27. The Client may request in writing from ACT, the necessary permission to use materials (for which ACT holds the copyright) in forms other than for which it was originally supplied, and ACT may, at its discretion, grant this. Such permission must be obtained in writing before ACT will allow any of the aforesaid artwork, images, text, or other data to be used. By supplying images, text, or any other data to ACT, the Client grants ACT permission to use this material freely in the pursuit of the design.
28. In any web based projects a link to ACT 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 will be designed to fit in with the overall site design. If a Client requests that the design credit be removed, a nominal fee will be charged. The Client also agrees that the website developed for the Client may be presented in ACT’s portfolio.
29. The Client shall defend, indemnify and hold harmless ACT, its employees, agents and sub-contractors against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s use of ACT’s services.
30. In defence or settlement of any claim, ACT may procure the right for the Client to continue using ACT’s services, replace or modify any services or software so that they become non-infringing or, if such remedies are not reasonable available, terminate this agreement on 7 Business Days’ notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
31. In no event shall ACT, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:
a) A modification of any services or software by anyone other than ACT; or
b) The Client’s use of any services or software in the manner contrary to the instructions given to the Client by ACT; or
c) The Client’s use of any services or software after notice of the alleged or actual infringement from ACT or any appropriate authority.
32. The foregoing states the Client’s sole and exclusive rights and remedies, and ACT’s (including ACT’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
Limitation of Liability
33. The following clauses 34 to 38 inclusive, set out the entire liability of ACT (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:
a) Any breach of these terms and conditions;
b) Any use made by the Client of any of ACT’s services or software or any part of them; and
c) Any representation, statement or tortious act or omission (including negligence) arising under or in connection with these terms and conditions.
34. Except as expressly and specifically provided in these terms and conditions:
a) The Client assumes sole responsibility for results obtained from the use of any of ACT’s services or software by the Client. ACT shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to ACT by the Client in connection with any services, or any actions taken by ACT at the Client’s direction;
b) All warranties, representations, conditions and all other terms of any kind whatsoever implied by Statute or Common Law are, to the fullest extent permitted by applicable law, excluded from these terms and conditions; and
c) Any services or software are provided to the Client on an “as is” basis.
35. Subject to clause 36 and clause 37, ACT shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms and conditions.
36. ACT shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. ACT shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these terms and conditions at ACT’s discretion.
37. ACT shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup etc. and affecting any services delivered by ACT. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client in accordance with these terms and conditions at ACT’s discretion.
38. ACT shall use all reasonable endeavours to deliver services relating to search engine optimisation, links, advertisements, banners, pay per click (PPC) and Google Analytics in accordance with the guidelines applicable to the relevant search engines. However, ACT shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond ACT’s control and reserves the right to make changes to services as a result of the same. In addition, ACT shall not be liable for other changes or discontinuation of search engines.
SEO Services (Clauses 39-50)
39. For the purposes of SEO services, the Client agrees to provide ACT with:
(a) Authorised FTP access to the main site for uploading new pages, and making changes for the purpose of optimisation.
(b) The Client authorises ACT use of all logos, trademarks, website images, etc., for use in creating informational pages and any other uses as deemed necessary by ACT for search engine positioning and optimisation.
40. The Client acknowledges the following with respect to services:
a) ACT has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future.
b) The Client website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
c) Due to the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms and other competitive factors, ACT can never guarantee #1 positions or consistent top 10 positions in search engines for any particular keyword, phrase or search term.
d) It is solely at the discretion of the search engines themselves to list the Client website.
e) Occasionally, search engines will stop accepting submissions for an indefinite period of time. Occasionally, search engines will drop listings for no apparent or predictable reason. Often listings will “reappear” without any additional submissions.
41. ACT is not responsible for changes made to the Client website by other parties that adversely affect the search engine rankings of the Client website.
42. Additional Services not listed in the agreement will be provided by ACT subject to a quotation which will be charged according to the specification of work required and thereby agreed by the Client. Payment is to be made by BACS into a nominated bank account of ACT’s choice.
43. ACT is not responsible for the Client overwriting SEO work to the Client website. For example, the Client’s webmaster, employees, contractors, agents or administrators making changes and uploading over work already provided.
44. The duration of the service will be specified in the agreement alongside a commencement date. Thereafter, without 30 days prior notice of cancellation from the Client, ACT will continue to provide SEO services for a period of the same duration.
45. ACT reserves the right to cancel the service at any time. In this event the Client will not be required to pay for the remaining period of service. There is no cancellation period offered during the period unless agreed otherwise in writing by ACT.
46. The agreement, unless otherwise terminated as provided in this clause 46, shall continue for the duration specified and, thereafter, the agreement shall be automatically renewed for successive periods of the same duration, unless:
The Client notifies ACT in writing no more than sixty (60) days and no less than thirty (30) days before the end of the initial duration or any renewal period in which case the agreement shall terminate upon the expiry of the applicable initial duration or renewal period.
47. ACT will not be responsible for any damages the Client’s business may suffer. The Client agrees that it shall defend, indemnify, save and hold ACT, its agents, employees or contractors harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitor’s fees asserted against ACT, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by its agents, employees or contractors.
48. ACT makes no warranties of any kind, expressed or implied for services we provide. ACT disclaims any warranty or merchantability or fitness for a particular purpose.
49. The Client agrees to defend, indemnify and hold harmless ACT, its agents, employees or contractors against liabilities arising out of:
a) Any injury to person or property caused by any products sold or otherwise distributed in connection with ACT
b) Any material supplied by the Client infringing or allegedly infringing on the proprietary rights of a third party;
c) Copyright infringement.
d) Loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by ACT and its employees.
50. It is recommended that the Client keeps a backup of its important data. ACT reserves the right to revise its SEO policies at any time.
Web Hosting (Clauses 51-87)
Transition and Implementation
51. At the request of the Client, ACT will transfer the Website from its development servers (or use reasonable endeavours to assist with the transition of the Website from any third party host) to ACT’s servers.
52. ACT will implement the hosting of the Website within ten (10) working days after the date of receipt of a copy of the Website.
53. Within five (5) working days following notification from ACT that the transfer of the Website to ACT’s servers has been completed, the Client will comprehensively test the hosting of the Website and will inform ACT of the results of those tests.
54. ACT may suspend public access to the Client’s website in order to carry out scheduled maintenance or repairs. Subject to this, ACT will use its best endeavours to maintain the Website availability.
55. ACT will make back-ups of the Client’s Website every working day, and will retain such back-ups for twenty-eight (28) days.
56. The Client will provide ACT with all co-operation, information and documentation reasonably required for the implementation and hosting of the Website, and the Client will be responsible for procuring any third party co-operation reasonably required for the implementation and hosting of the Website.
57. Hosting services are provided to the Client only, and the Client may not resell the hosting services to any third party.
58. The Client must not use the Website:(a) to host, store, send, relay or process any Prohibited Content;Prohibited Content means:(i) material which breaches any applicable laws, regulations or legally binding codes, or infringes any third party Intellectual Property Rights or other third party rights, or may give rise to any form of legal action against ACT or the Client or any third party;
(ii) pornographic or lewd material; [and]
(iii) messages or communications which are offensive, abusive, indecent or obscene, are likely to cause annoyance, inconvenience or anxiety to another internet user, or constitute spam or bulk unsolicited mail.(b) for any purpose which is unlawful, fraudulent, or infringes any third party rights;(c) in any way which may put ACT in breach of a contractual or other obligation owed by ACT to any internet service provider.
59. ACT reserves the right to remove content from the Website where it reasonably suspects such content is Prohibited Content.
60. The Client acknowledges that ACT does not purport to monitor the content of the Website.
61. Where ACT reasonably suspects that there has been a breach of the provisions of Clause 57 or Clause 58, ACT may suspend the Client’s Website and / or the Client’s access to the Client’s Website while it investigates the matter.
62. Subject to Clause 61, any breach by the Client of Clause 57 or Clause 58 will be deemed to be a material breach of these Terms and Conditions for the purposes of Clause 82.
63. The Client will indemnify ACT and undertakes to keep ACT indemnified against all liabilities, damages, losses, costs and expenses arising as a result of any breach of this agreement.
Charges and payment
64. ACT will issue invoices for the Charges to the Client.
65. The Client will pay the Charges to ACT, annually in advance.
66. Charges must be paid by debit or credit card, bank (using such payment details as are notified by ACT to the Client from time to time).
67. If the Client does not pay any amount properly due to ACT under or in connection with these Terms and Conditions, ACT may charge the Client statutory interest pursuant to the late payment legislation.
Limitations and exclusions of liability
68. ACT will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings the Client may incur.
69. ACT will not be liable for any loss of business, contracts or commercial opportunities the Client may incur.
70. ACT will not be liable for any loss of or damage to goodwill or reputation the Client may incur.
71. ACT will not be liable in respect of any loss or corruption of any data, database or software the Client may incur.
72. ACT will not be liable in respect of any special, indirect or consequential loss or damage the Client may incur.
73. ACT will not be liable for any losses the Client may incur arising out of a Force Majeure Event.
74. The Client warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to ACT under these Terms and Conditions, and that the processing of that Personal Data by ACT for the purposes of and in accordance with these Terms and Conditions will not breach any applicable laws.
75. Both parties will comply with all applicable requirements of the Data Protection Act 1998 and the General Data Protection Regulation ((EU) 2016/679) hereinafter referred to as the Data Protection Legislation. This clause 75 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
76. ACT does not own, control or direct the use of any of the Personal Data stored or processed by the Client via the web hosting services. Only the Client or is entitled to access, retrieve and direct the use of such Personal Data. ACT is largely unaware of what Personal Data is actually being stored or made available by the Client to the web hosting services and does not directly access such data except as authorised by the Client, or as necessary to provide the web hosting services to the Client.Because ACT does not collect or determine the use of any Personal Data contained in the web hosting and because it does not determine the purposes for which such Personal Data is collected, the means of collecting such Personal Data, or the uses of such Personal Data, ACT is not acting in the capacity of Data Controller in terms of the Data Protection Legislation and does not have the associated responsibilities under the Data Protection Legislation.ACT should be considered only as a Data Processor on behalf of the Client as to any Personal Data that is subject to the requirements of the Data Protection Legislation.Except as provided in these Terms and Conditions, ACT does not independently cause any data stored in connection with the web hosting services to be transferred or otherwise made available to third parties, except to third party subcontractors who may process such data on behalf of ACT in connection with the ACT’s provision of the web hosting services to the Client. Such actions are performed or authorised only by the applicable Client.The Client is the Data Controller under the Data Protection Legislation for any data sets containing Personal Data, meaning that such party controls the manner such Personal Data is collected and used as well as the determination of the purposes and means of the processing of such Personal Data.ACT is not responsible for the content of the Personal Data contained in the Client’s web hosting or other information stored on its servers (or its subcontractors’ servers) at the discretion of the Client nor is ACT responsible for the manner in which the Client collects, handles disclosure, distributes or otherwise processes such information.
77. ACT recommends that the Client does not knowingly process or share the Personal Data of children. ACT also recommends that the Client does not knowingly process any data that is considered ‘Sensitive Data’ under the Data Protection Legislation. As the Client is the Data Controller this is at their discretion and their responsibility.
78. Without prejudice to the generality of clause 75, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to ACT for the duration and purposes of the web hosting agreement.
79. Without prejudice to the generality of clause 75, the Client shall, in relation to any Personal Data processed in connection with the performance by the Client of its obligations under this agreement:(a) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);(b) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and(c) not transfer any Personal Data outside of the European Economic Area.(d) assist ACT in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;(e) maintain complete and accurate records and information to demonstrate its compliance with this clause 79.
80. The Client will not make any public disclosure relating to the Web Hosting Agreement (including press releases, public announcements and marketing materials) without the prior written consent of ACT, not to be unreasonably withheld or delayed.
Term and Termination
81. The duration of the Web Hosting Agreement shall be twelve (12) months unless agreed otherwise by the parties in writing. Thereafter, without 30 days prior notice of cancellation in writing from the Client, ACT will continue to provide Web Hosting for a period of the same duration.
82. ACT may terminate the Web Hosting Agreement immediately by giving written notice to the Client if the Client:(a) commits any material breach of any term of these Terms and Conditions, and:(i) the breach is not remediable; or
(ii) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or(b) persistently breaches these Terms and Conditions.
83. ACT may terminate the Web Hosting Agreement immediately by giving written notice to the Client if:(a) the Client:(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;(c) an order is made for the winding up of the Client, or the Client passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the Client under this Agreement);(d) (where the Client is an individual) that Client dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
84. ACT reserve the right to retain full ownership of all assets (including website files, databases and content) hosted on its server(s) in the event that:(a) the Client:(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;(c) an order is made for the winding up of the Client, or the Client passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the Client under this Agreement) ACT will retain such ownership until such time as all the Client’s outstanding debts have been paid to ACT in full. Moreover, all data generated from the website whilst the Client still has outstanding debts payable to ACT will be owned by ACT.
85. If a Clause of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of these Terms and Conditions will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
86. Nothing in these Terms and Conditions will constitute a partnership, agency relationship or contract of employment between the parties.
87. These Terms and Conditions may not be varied except by a written document signed by or on behalf of each of the parties.
Other General Terms
88. In the event of non-payment by the Client of any invoices within the agreed period they are due, ACT reserve the right to suspend any and all services (including web hosting) until such time as the due invoices have been paid.
89. No refunds are offered for services subject to these terms and conditions. There is no cancellation period offered during the agreed term of any Service Level Agreement (SLA) for any service unless agreed otherwise in writing by ACT. Therefore, no refunds will be made for payments received for services that are agreed under an SLA.
90. ACT shall have no liability to the Client under these terms and conditions if it is prevented from or delayed in performing its obligations under these terms and conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ACT or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.
GDPR and Data Processing
92. In order to protect the business interests of ACT, the Client covenants with ACT that they shall not engage any of ACT’s employees in any business activity other than the services agreed to be provided by ACT. The Client covenants with ACT that they shall not employ or contract any of ACT’s employees for any purpose whilst retaining ACT’s services and for a period of two (2) years thereafter.
93. A Waiver of any right under these terms and conditions is only effective if it is in writing. It applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
94. Unless specifically provided otherwise, rights arising under these terms and conditions are cumulative and do not exclude rights provided by law.
95. If any provision (or part of a provision) of these terms and conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
96. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
97. The Client shall not, without the prior written consent of ACT, assign, transfer, charge, sub-contract, or deal in any other manner with all of any of its rights or obligations under these terms and conditions.
98. ACT may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights and obligations under these terms and conditions.
No Partnership or Agency
99. Nothing in these terms and conditions is intended to or shall operate to create a partnership between the Client and ACT, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third Party Rights
100. These terms and conditions do not confer any rights on any person or party (other than the parties to these terms and conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Disclaimer of Liability
101. The information given in any information memorandum supplied by ACT is not comprehensive. While any information memorandums are prepared in good faith, no representation, warranty, assurance or undertaking (express or implied) is or will be made, and no responsibility or liability is or will be accepted by ACT or its shareholders, officers, employees or agents in relation to the adequacy, accuracy, completeness or reasonableness of the information memorandum or any other information (whether written or oral) or document supplied or otherwise made available in connection with the information memorandum. All and any such responsibility and liability is expressly disclaimed. In particular, no representation, warranty, assurance or undertaking is given as to the achievement or reasonableness of any future projections, estimates, prospects or returns contained in the information memorandum or in such other information or document.
102. Any information memorandum shall not be deemed to form any commitment on ACT or its shareholders to enter into any transaction or arrangement with the Client.
103. This disclaimer shall not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
104. By receiving the information given in an information memorandum and/or any other information (whether written or oral) or document supplied or otherwise made available in connection with the information memorandum, the Client agrees to be bound by the foregoing limitations.