1.1 In this Agreement, unless the context otherwise requires:

a) "Agreement" means these terms and conditions, the client proposal or the package chosen on the Supplier's website, and any other document referred to herein;

(b) "Commencement Date" means the date on which the Services are to commence, as stipulated in the proposal or upon checkout on the website;

(c) "Services" means the services to be provided by the Supplier as detailed in the proposal or the package chosen on the website;

(d) "Recipient" means the recipient of the Services as detailed in the proposal or website checkout;

(e) "Supplier" means OV Pacific Ltd as detailed in the proposal;

(f) "Notice Period" means one month from the date of receipt of notice of termination.

2.1 The Services shall commence on the Commencement Date specified in the proposal or chosen website package and shall continue for the duration of the contract as specified in the proposal, unless terminated earlier in accordance with the terms of this Agreement.

3.1 The Supplier shall provide the Services in accordance with the proposal or chosen website package and shall use reasonable endeavours to ensure that the Services are provided in a timely and professional manner.

3.2 The Supplier shall comply with all applicable laws and regulations in the provision of the Services.

3.3 The Supplier shall ensure that all personnel engaged in the provision of the Services have the necessary qualifications, skills and experience to perform their duties.

4.1 The Recipient shall provide the Supplier with all information, access and assistance reasonably required by the Supplier to enable it to provide the Services.

4.2 The Recipient shall comply with all reasonable requests of the Supplier in relation to the provision of the Services.

5.1 The Supplier shall appoint an account manager who will be the main point of contact and shall be responsible for managing the provision of the Services.

5.2 The account manager shall liaise with the Recipient to ensure that the Services are provided in accordance with the proposal.

6.1 Either party may propose changes to the scope, nature, volume or execution of the Services but no proposed changes shall come into effect until a relevant Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect those changes will have on:

(a) the Services;

(b) the Charges;

(c) the timetable for the Services; and

(d) any terms of this agreement.

6.2 If the Recipient wishes to make a change to the Services:

(a) it shall notify the Supplier, providing as much detail as is reasonably necessary to enable the Supplier to prepare the draft Change Order; and

(b) the Supplier shall, within 14 Business Days of receiving the Recipient's request at clause

(c), provide a draft Change Order to the Recipient.

6.3 If the Supplier wishes to make a change to the Services, it shall provide a draft Change Order to the Recipient.

6.4 The draft Change Order shall be considered at the next meeting of the Services Managers. The parties shall consider the request in good faith. The Supplier shall be under no obligation to accept any requested change to the Services, save that the Supplier may not refuse its consent to any change necessary to enable the Supplier to comply with Applicable Laws or the Mandatory Policies.

6.5 If the parties:

(a) agree to a Change Order, they shall sign it and that Change Order shall amend this agreement; or

(b) are unable to agree a Change Order, either party may require the disagreement to be dealt with in accordance with clause 18 (Multi-tiered dispute resolution procedure).

7.1 The Recipient shall pay the Supplier the fees set out in the client proposal or on the Supplier's website, as applicable.

7.2 The first payment is due upon receipt of an invoice or upon checkout if ordering from the website. Recurring payments will be billed every 20 business days.

7.3 Payment is due upfront, and the Supplier will not commence the provision of the Services until payment has been received in full.

7.4 Credit notes will be issued for any payment discrepancy or sick leave.

7.5 Statutory holiday leave stipulated in Schedule 1 will not be charged.

7.6 The fees do not include any applicable taxes, duties or similar charges, which shall be payable by the Recipient in addition to the fees.

7.7 If the Recipient fails to pay any amount due under this Agreement, the Supplier may suspend the provision of the Services until payment has been made in full.

7.8 These T&C's are supplementary to the client proposal or the package chosen on the Supplier's website, and in the event of any inconsistency between these T&C's and the client proposal or the package chosen on the Supplier's website, the terms of the client proposal or package chosen on the Supplier's website shall prevail.

8.1 The Supplier reserves the right to increase the charges if there is a change in the cost of providing the Services due to circumstances beyond the Supplier's control.

9.1 The Supplier warrants that it has the necessary skills, qualifications and experience to provide the Services.

9.2 The Supplier warrants that the Services will be provided in accordance with this Agreement and with all applicable laws and regulations.

10.1 All intellectual property rights in any materials created or developed by the Supplier in the provision of the Services shall be owned by the Recipient.

10.1 All intellectual property rights in any materials created or developed by the Supplier in the provision of the Services shall be owned by the Recipient.

11.1 The parties shall comply with all applicable laws and regulations in the provision of the Services.

11.2 The parties shall comply with all applicable policies of the other party in relation to the provision of the Services.

12.1 The parties shall comply with all applicable data protection laws and regulations in relation to the provision of the Services.

12.2 The Supplier shall ensure that any personal data it processes in connection with the provision of the Services is processed in accordance with the Supplier's privacy policy, a copy of which is available on request.

12.3 The Recipient acknowledges that the Supplier may need to transfer personal data outside of the European Economic Area in order to provide the Services.

13.1 The Supplier's liability for any loss or damage suffered by the Recipient in connection with the provision of the Services shall be limited to the amount paid by the Recipient to the Supplier for the Services.

13.2 The Supplier shall not be liable for any indirect, special or consequential loss or damage suffered by the Recipient.

14.1 During the term of this agreement and for a period of 30 days after the expiry or termination of this agreement, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance at an amount not less than £1,000,000 and public liability insurance at an amount not less than £1,000,000 to cover the liabilities that may arise under or in connection with this agreement and shall produce to the Recipient on request both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

15.1 Either party may terminate this Agreement by giving not less than one month's written notice to the other party.

15.2 Either party may terminate this Agreement immediately by giving written notice to the other party if the other party commits a material breach of this Agreement which is incapable of remedy.

15.3 Upon termination of this Agreement, the Supplier shall cease to provide the Services and the Recipient shall pay the Supplier for all Services provided up to the date of termination.

15.4 Termination notice must be sent in writing to the registered office address of OV Pacific Ltd or by email to either avron@ovpacific.com or ben@ovpacific.com.

16.1 Upon termination of this Agreement, the parties shall cooperate with each other to ensure a smooth transfer of any services or materials back to the Recipient.

17.1 The provisions of this Agreement which by their nature are intended to survive termination or expiration of this Agreement shall survive such termination or expiration.

18.1 In the event of a dispute arising out of or in connection with this Agreement, the parties shall attempt to resolve the dispute through negotiation.

18.2 If the dispute cannot be resolved through negotiation, the parties shall attempt to resolve the dispute through mediation.

18.3 If the dispute cannot be resolved through mediation, either party may refer the dispute to the courts.

19.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.

19.2 No amendment or variation of this Agreement shall be effective unless it is in writing and signed by both parties.

19.3 This Agreement shall be governed by and construed in accordance with the laws of England & Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England & Wales.