Privacy Policy & Terms of Service

1. Terms
By accessing the website at https://www.primeponds.co.uk, you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.

2. Use Licence

a. Permission is granted to temporarily download one copy of the materials (information or software) on Prime Pond Services' website for personal, non-commercial transitory viewing only. This is the grant of a licence, not a transfer of title, and under this licence you may not:

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i.  modify or copy the materials;

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ii.  use the materials for any commercial purpose, or for any public display (commercial or non-commercial);

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iii.  attempt to de-compile or reverse engineer any software contained on Prime Pond Services' website;

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iv.  remove any copyright or other proprietary notations from the materials; or

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v.  transfer the materials to another person or "mirror" the materials on any other server.

b. This licence shall automatically terminate if you violate any of these restrictions and may be terminated by Prime Pond Services at any time. Upon terminating your viewing of these materials or upon the termination of this licence, you must destroy any downloaded materials in your possession whether in electronic or printed format.

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3. Disclaimer

The materials on Prime Pond Services' website are provided on an 'as is' basis. Prime Pond Services makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.

Further, Prime Pond Services does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

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4. Limitations
In no event shall Prime Pond Services or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or services provided by Prime Pond Services, even if Prime Pond Services or a Prime Pond Services authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

5. Accuracy of materials
The materials appearing on Prime Pond Services' website could include technical, typographical, or photographic errors. Prime Pond Services does not warrant that any of the materials on its website are accurate, complete or current. Prime Pond Services may make changes to the materials contained on its website at any time without notice. However Prime Pond Services does not make any commitment to update the materials.

6. Links
Prime Pond Services has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Prime Pond Services of the site. Use of any such linked website is at the user's own risk.

7. Modifications
Prime Pond Services may revise these terms of service for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these terms of service.

8. Governing Law
These terms and conditions are governed by and construed in accordance with the laws of England.

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9. Performance

In consideration of the matters described above and of the mutual benefits and obligations set forth in these terms, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" agree to the services and terms outlined in the "Agreement" as described below.) agree as follows:

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i.  The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

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ii.  The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

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iii.  The Client hereby agrees to engage the Contractor to provide the Client with the agreed upon services (the "Services").

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iv.  The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

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v.  The term of this Agreement (the "Term") will begin on the date agreed by both parties and will remain in full force and effect until the completion of the agreed upon Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

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vi.  In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide seven days' written notice to the other Party.

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vii.  The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

 

10. Currency

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

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11. Payment

Terms of payment for services offered from the Contractor (Prime Pond Services)

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i.  The Contractor will charge the Client for the Services as follows (the "Payment"): Standard Day Rate of £250 (charged for any time spent working for the Client on a previously agreed upon date) + Material cost, travel and supplementary expenses.

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ii.  The Client is required to pay for any materials and equipment agreed upon by both parties up front before any installation or services can begin.

 

iii.  Invoices submitted by the Contractor to the Client are due upon receipt. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to full payment of the "Standard Day Rate" to the date of termination provided that there has been no breach of contract on the part of the Contractor.

 

iv.  The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.

 

v.  The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.

 

vi.  All expenses must be pre-approved by the Client and the Contractor will notify the client beforehand if any supplementary expenses are required for equipment or time on site.

 

11. Confidentiality

Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

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i.  The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

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ii.  All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

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12. Ownership of Intellectual Property

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

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i.  The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

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13. Return of Property

Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

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i.  In the event that this Agreement is terminated by the Client prior to completion of the Services the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery.

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14. Capacity/Independent Contractor

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

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15. Right of Substitution

Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

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a.  In the event that the Contractor hires a sub-contractor:

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i.  The Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.

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b.  For the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

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16. Autonomy

Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

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17. Equipment

Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

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18. Exclusivity

The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

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19. Notice

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing via email to the following addresses:

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James Loew

Info@primeponds.co.uk
Southsea, Portsmouth, UK

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20. Indemnification

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

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21. Modification of Agreement

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

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22. Time of Essence

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

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23. Assignment

The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

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24. Entire Agreement

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

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25. Enurement

This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

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26. Titles/Headings

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

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27. Gender

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

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28. Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

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29. Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.