Just Optimise

Terms Of Service

Our Terms of Service Agreement is between Just Optimise (a trading name of CompuCheck Limited) and the person/persons who use our Website Optimisation and Content Management Services, along with Technical & Web Development Services. Please read carefully to ensure you understand our Terms of Service before purchasing our services


By completing the checkout process or accepting a quotation you agree to our Terms of Service


Company Details

CompuCheck Limited (trading as JustOptimise)
Registered No. 06652316 England & Wales
Registered Office:
6 St Michaels Avenue, Ryde, PO33 3DY
VAT Reg. No. 937 5302 18

Services

CompuCheck Limited, trading as JustOptimise, agrees to provide the services stated for the price agreed at any given time. We do not mislead clients with hidden costs.

Terms

If Clients sign up for an account and cancel it within the first month they will still be charged for the full first month.

Payments & Refunds Policy

Renewal notices are emailed a number of days before the actual renew date in your account. If you're using Direct Debit you will not have to worry about manual payments. All accounts are set up on a pre-pay basis. If payment is not received within 14 days of the Invoice Due Date CompuCheck Limited will be entitled to interest on overdue accounts at the rate of 4% above the Base Rate of National Westminster Bank PLC calculated on a daily basis from the due date until payment is received. CompuCheck Limited reserves the right to change prices at any time, unless other terms have been agreed upon. Any account not brought current within ONE week (7 days) of e-mail notice or exceeding this timeframe in any way is subject to automatic suspension. YOU are responsible for all fees owed on the account from the time it was established to the time that YOU notify CompuCheck Limited to request the termination of services. We are based within the UK and our website currency is GBP. YOUR particular billing cycle corresponds to the contract length that was initially chosen at setup. YOUR account will automatically renew at this length unless cancelled beforehand. There is no fee for cancelled accounts. If you cancel an account on ANY billing cycle CompuCheck Limited cannot refund any payments made before.

All annual payments are non-refundable once the 30 day money back guarantee has passed. The only time your annual plan will end is if your account does not comply with our Terms of Service / Optimisation Contracts. Both monthly and annual payments are non-refundable if your account does not follow our Terms of Service / Optimisation Contracts. All refund requests made outside of the 30 Day Money Back Guarantee are at the sole discretion of CompuCheck Limited.

No refunds can be made in if the Client has ordered an Optimisation Service but is unable to give required access to their website files if external to CompuCheck Limited.

30 Day Money Back Guarantee

You are entitled to claim our 30 day-money back guarantee providing you meet the following requirements.

- You must claim during the first 30 days of using our services
- You are subject to our terms of service and Optimisation Contract

Our special promotions are excluded from our 30-day money back guarantee.

Cancellation and Early Termination

Clients must acknowledge that the amount of the services bought is based on the Clients agreement to pay the fee for the initial term or renewal term. All Cancellation requests must be made within the Client Control Area.

Client Information

The Client represents and warrants to CompuCheck Limited that the information he, she or it has provided and will provide to CompuCheck Limited for purposes of establishing and maintaining the service is accurate. If The Client is an individual, the Client represents and warrants to CompuCheck Limited that he or she is at least 18 years of age. CompuCheck Limited may rely on the instructions of the person listed as the Primary Client Contact on the Order with regard to the Client's account until the Client has provided a written notice changing the Primary Client Contract.

Technical Support Boundaries

CompuCheck Limited provides technical support for YOU that encompasses within our area of expertise only. Such expertise includes assistance, troubleshooting, and debugging of CMS issues, image replacements/distortion, theme/website layouts and any other website development related issues.

Unlike many Optimisation companies we do our best to help with client website issues. However, under no circumstances is CompuCheck Limited obligated to help YOU in the installations of new application modules, templates and/or programming languages, nor in providing assistance for any errors produced by any applications that have been modified by YOU previously.

Indemnification

The Client agrees to indemnify and hold harmless CompuCheck Limited, CompuCheck Limited's affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable solicitor fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of the Client's services in violation of applicable law by the Client or any person using the Client's log on information, regardless of whether such person has been authorised to use the services by the Client.

YOU AGREE TO DEFEND,INDEMNIFY AND HOLD HARMLESS CompuCheck Limited AGAINST LIABILITIES ARISING OF:

(1) ANY INJURY TO PERSON OR PROPERTY CAUSED BY ANY PRODUCTS SOLD OR OTHERWISE DISTRIBUTED IN CONNECTION WITH CompuCheck Limited's Services.
(2) ANY MATERIAL SUPPLIED BY THE CLIENT INFRINGING OR ALLEGEDLY INFRINGING ON THE PROPRIETARY RIGHTS OF A THIRD PARTY
(3) COPYRIGHT INFRINGEMENT

Disclaimer of Warranties

CompuCheck Limited does not warrant or represent that the services will be uninterrupted or error free. To the extent permitted by applicable law CompuCheck Limited disclaims any and all warranties including the implied warranties or merchantability, fitness for a particular purpose and non-infringement. To the extent permitted by applicable law all services are provided on an "As Is" basis.

Limitation of Damages

Neither party shall be liable to the other for any lost profits or any indirect, special incidental, consequential or punitive loss or damage of any kind, or for damages that could have been avoided by the use of reasonable diligence, arising in connection with the agreement, even if the party has been advised or should be aware of the possibility of such damages.

Notwithstanding anything else in the agreement to the contrary, the maximum aggregate liability of CompuCheck Limited and any of its employees, agents or affiliates, under any theory of the law (including breach of contract, tort, strict liability and infringement) shall be a payment of money not to exceed the amount payable by the Client for three months service only.

 

Notices

Notices to CompuCheck Web Hosting under the Agreement shall be given via electronic mail to the e-mail address posted within the Client account area. Notices to the Client shall be given via electronic mail to the individual listed as the Primary Client Contact on the Order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. The Client may change his, her or its notice address by a notice given in accordance with this Section.

Force Majored

CompuCheck Limited shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond CompuCheck Limited's control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organised labour action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.

Governing/Law Disputes

The Agreement shall be governed by the laws of the United Kingdom, exclusive of its choice of law principles. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods.

Miscellaneous

Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party's name or trade mark without the other party's prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority. This Agreement may be amended only by a formal written agreement signed by both parties. The terms on the Client's purchase order or other business forms are not binding on CompuCheck Limited unless they are expressly incorporated into a formal written agreement signed by both parties. A party's failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party's rights with respect to that provision or any other provision of the Agreement. A party's waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement. There are no third party beneficiaries to the Agreement. Neither insurers nor the clients of resellers are third party beneficiaries to the Agreement. The Client may not transfer the Agreement without CompuCheck Limited's prior written consent. CompuCheck Limited's approval for assignment is contingent on the assignee meeting CompuCheck Limited's credit approval criteria. CompuCheck Limited may assign the Agreement in whole or in part. This Agreement together with the Order constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replace any prior understanding or communication, written or oral.

Copyright Files

All files supplied to CompuCheck Limited's must be legally-owned and be accompanied with a valid license and/or copyright. This includes and is not limited to JPG, PNG, AI, PSD, PDF, MP3, AVI, MID, MIDI, MPG, MPEG, MOV, EXE, ISO. Should we discover any unlicensed and/or illegal files, the files will be subjected to deletion and the account suspended without notice as per the 'Suspension of Services/Termination' section.

Cancelation of Service

CompuCheck Limited reserves the right to cancel a service at any time. All fees paid in advance of cancellation will be pro-rated and paid by CompuCheck Limited if we institute our right of cancellation. Any violation of policies which results in extra costs will be billed to the Client.

Promotional Rates & Special Offers

CompuCheck Limited may, from time to time, offer subsequent promotional rates or special offers, the terms of which may or may not be more favourable than the terms and conditions for YOUR Services. Any such promotions or modifications shall not affect YOUR obligations under this Agreement. Promotional fees may be subject to additional terms and conditions which, to the extent they conflict with the terms of this Agreement, shall govern. Different promotional fees and special offers may not be combined together.

Intellectual Property Rights

Material accessible to you through CompuCheck Limited's services may be subject to protection under the United Kingdom or other copyright laws, or laws protecting trademarks, trade secrets and proprietary information. Except when expressly permitted by the owner of such rights, YOU must not use CompuCheck Limited or its services in a manner that would infringe, violate, dilute or misappropriate any such rights, with respect to any material that you access or receive through CompuCheck Limited.

 

Lawful Purpose

CompuCheck Limited reserves the right to refuse service to anyone. YOU may only use CompuCheck Limited services for lawful purposes and our services may not be used for illegal purposes or in support of illegal activities. We reserve the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrongdoing. If anything is not legal in the United Kingdom, it is not permitted to reside with us. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes but not limiting material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorisation, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. Examples of non-acceptable content or links: "Pirated Software", OGG, AVI, MPEG, ISO, "Hacker programs or archives", "Copyrighted Digital Movie Copies (DIVX)" and "Unlicensed MP3". The designation of any materials as such described above is left entirely to the discretion of CompuCheck Limited management.

Regardless of the place of signing this agreement, YOU agree that for purposes of venue this contract is entered in England, United Kingdom, and any dispute will be litigated or arbitrated in England, United Kingdom. Defendants further waive all objections to venue and acknowledge that venue in any such litigation will be held in English courts within the United Kingdom. IN NO EVENT SHALL CompuCheck Web Limited's MAXIMUM LIABILITY EXCEED ONE HUNDRED (£100.00) POUNDS STERLING.

Privacy Statement

CompuCheck Limited follows the strict guidelines of our Client privacy statement. Please make sure you understand this statement fully.

 

CompuCheck Technical & Web Development Support Additional Terms

The following are in addition to CompuCheck Limited Standard Terms of Service found above:

1. SERVICES

1.1 The scope of the Services to be provided to the Client by CompuCheck Limited will be agreed in writing between them, usually by way of a quotation.

1.2 If the Client requires any additional services or any change to the agreed Services, CompuCheck Limited will be entitled to an adjustment of the fees and an estimate of the additional fees which may be due will be provided to the Client upon request.

2. COMMENCEMENT / DURATION OF SERVICES

2.1 If the commencement date for the Services is not agreed in advance, the Services will be treated as having commenced on the date CompuCheck Limited begins to carry out any of the Services.

2.2 The Services will continue until they are completed, unless the Appointment is terminated early in accordance with these Terms.

3. FEES AND EXPENSES

3.1 The fees payable for the Services and/or Hardware will be as agreed in writing between the Client and CompuCheck Limited. Unless otherwise specified by a Due Date, fees will be payable within 14 days of the invoice date.

3.2 Any Hardware and/or Software will remain the property of CompuCheck Limited until full payment has been received.

3.3 Out of pocket expenses (including travel, telecommunications and other costs) will be recoverable in addition to fees and the appropriate amounts will be added to CompuCheck Limited's invoices.

3.4 The daily and hourly rates quoted to the Client are subject to review annually on 1st January.

3.5 CompuCheck Limited will be entitled to interest on overdue accounts at the rate of 4% above the Base Rate of National Westminster Bank PLC calculated on a daily basis from the due date until payment is received by CompuCheck Limited.

3.6 The daily and hourly rates of CompuCheck Limited's personnel quoted to the Client will, unless otherwise agreed, apply to any additional services.

3.7 Fees are quoted exclusive of VAT. If applicable, this will be added to each invoice and payable by the Client.

3.8 Quotations for Services and/or Hardware are only valid for 30 days from the date of the quotation unless otherwise specified. After this date CompuCheck Limited reserve the right to make adjustments where applicable.

3.9 All site visits are chargeable in 30 minute increments, subject to a minimum of 1 hour. All Remote support is chargeable in 15 minute increments, subject to a minimum of 30 minutes.

3.10 All business maintenance contracts are calculated on an annual basis and payable monthly.

3.11 All deposits and upfront Web Development Fees are non-refundable unless otherwise agreed in writing prior to the receipt of any funds.

4. INFORMATION & APPROVAL

4.1 The Client will ensure that CompuCheck Limited is provided in good time with all information needed to enable CompuCheck Limited to perform the Services and CompuCheck Limited will be entitled to rely on that information.

4.2 The Client will give all decisions and approvals in a timely manner and provide any additional assistance which CompuCheck Limited may reasonably request.

5. STANDARD OF CARE

5.1 CompuCheck Limited will exercise reasonable skill, care and diligence in the performance of the Services in accordance with the standards of CompuCheck Limited profession.

5.2 CompuCheck Limited will also use reasonable endeavours to adhere to the programmes agreed with the Client for the provision of the Services, but will not be responsible for any delay which is due to reasons attributable to the Client or otherwise beyond CompuCheck Limited's control.

6. INTELLECTUAL PROPERTY

Copyright in all drawings, reports, documents and computer-generated data prepared by CompuCheck Limited will remain the property of CompuCheck Limited. Subject to the Client paying all fees and expenses which are due, the Client will have a licence to copy and use those documents and data for any purpose related to the project for which the Services are provided, but not for any other purpose.

7. PERSONNEL

7.1 CompuCheck Limited will designate an individual to act as the principal representative of CompuCheck Limited in dealings with the Client concerning the Services. CompuCheck Limited reserves the right to change that individual but will not do so without good reason and will inform the Client of any such change.

7.2 CompuCheck Limited will provide the Client with details of the professional qualifications and experience of staff engaged on the Services upon request.

8. LIABILITY & INSURANCE

8.1 CompuCheck Limited will take appropriate steps to remedy any defect in the Services for which it is responsible and which is immediately notified to it by the Client at any time up to 12 months following completion of the Services.

8.2 CompuCheck Limited will have no other liability to the Client, whether in contract or in tort, for any loss or damage suffered by the Client, whether direct, indirect or consequential.

9. TERMINATION

9.1 CompuCheck Limited may terminate the Appointment at any time by giving notice to the Client if the Client commits a material breach of any of the terms agreed between them which is not remedied within 14 days. Failure to pay fees and expenses on the due date will constitute a material breach.

9.2 The Client may terminate the Appointment by notice to CompuCheck Limited if CompuCheck Limited commits a material breach of any of the terms agreed between them and fails to take steps to remedy the breach within 14 days of notice requiring it to do so from the Client.

9.3 Upon termination the Client will pay CompuCheck Limited all fees and expenses due up to the termination date. In the event of wrongful termination by the Client, the Client will in addition pay CompuCheck Limited an appropriate amount of compensation for CompuCheck Limited’s loss of anticipated profit.

9.4 Termination will not prejudice the accrued rights and liabilities of the parties.

10. ASSIGNMENT & SUBCONTRACTING

Neither party will assign or subcontract its obligations without the consent of the other. In the event of CompuCheck Limited wishing to subcontract any of the Services, the Client will not unreasonably withhold its consent. CompuCheck Limited will not be relieved of any of its liabilities to the Client in the event of any subcontracting.

11. LAW & JURISDICTION

11.1 The agreement between the parties is governed by English law (United Kingdom).

11.2 Any disputes which cannot be resolved amicably will be resolved by the courts of England and Wales.

11.3 Each party will give serious consideration to a request by the other that any dispute should be referred to mediation.

O U R    P R O M I S E

We promise to keep our Website Optimisation contracts as clear as possible.  We promise to apply common sense too!

Passionate About Optimisation

Our lives revolve around making websites clear, making content relevant for your clients, creating a place on the web where visitors want to come back