Kyle & Irving Terms & Conditions - Version 2.1

Last Updated: 22nd October 2024

Client-Friendly Summary / FAQ
Definitions
Scope of Services
Content Migration
Site Care Plans and Client Support
Payment Terms
Termination
Intellectual Property Rights
Web Hosting
Data Protection
Confidentiality
Indemnification and Liability
Force Majeure
Change Orders
Training and Knowledge Transfer
Miscellaneous Provisions
Governing Law
Amendments

1. Client-Friendly Summary / FAQ

Introduction:

This section provides a simplified overview of key aspects of the Agreement to help you understand our services, responsibilities, and your obligations. The full Terms & Conditions govern our relationship, but we hope this summary helps make everything clearer.

What Services Does Kyle & Irving Provide?
We provide website design, development, maintenance (Site Care Plans), content creation, email marketing, web hosting, and other marketing services, depending on what's outlined in your Statement of Work (SoW).
What Are Site Care Plans and Content Tickets?
Site Care Plans are ongoing support services to keep your website running smoothly, including updates, backups, and technical support. Content Tickets allow you to request content updates (like editing text or adding new pages). Each content ticket covers approximately one hour of work.
How Do I Request Support?
You can request support via:
- Email: Send us a message at support@kyle-irving.co.uk.
- Support Portal (e.g., Asana): Submit and track issues through our ticketing system.
What Should I Know About Payments?
Invoices are due 30 days after they are issued, but we appreciate payment within 7 days to keep everything running smoothly. Late payments may be subject to a 5% late fee, and if there are unpaid invoices, we may pause or withhold services until payments are up to date.
Can I Change the Scope of Services Once We Start?
Yes! If you want to add new features or expand the scope, this would require a Change Order. The change may adjust timelines and fees and will need approval from you (or your authorised representative).
What Happens If My Website Goes Down?
- Urgent Issues: We prioritise technical issues that result in your website being offline, regardless of your service plan level.
- Routine Issues: Routine support requests are generally responded to within 2 business days. However, some tasks may require more time depending on their complexity. The estimated timeline for completion will be specified at the time of your request.
Who Owns the Website Content and Design?
Once the project is complete and all payments are made, you get a non-exclusive licence to use the final designs and content. Third-party Licences (such as plugins or add-ons) required for your project will be clearly outlined in the SoW. Any renewal or additional costs will be specified in the SoW, so there are no surprises.
What About Data Protection?
We comply with GDPR and ensure your data is handled securely. If you're collecting data, you're responsible for ensuring you have the proper permissions from your users.
What Happens if There's a Dispute?
If there's ever a problem, we'll first try to resolve it through good-faith negotiations. If that doesn't work, we may go through mediation before considering other legal actions.
Are There Any Other Costs I Should Be Aware Of?
Any additional licences or services outside the agreed SoW will be discussed with you upfront. We offer an optional migration assistance service for £600, which helps in moving to another platform if you ever decide to make a change.
How Will I Know If These Terms Change?
We reserve the right to update these Terms & Conditions. You'll be notified via email, and continued use of our services means you accept the new terms.

2. Definitions

Agreement: This Terms & Conditions document, including any Statement of Work (SoW), schedules, and other associated documents, which collectively outline the Services provided.
Client: The party entering into the Agreement with Kyle & Irving for the Services.
Services: All activities provided by Kyle & Irving to fulfil the Client's requirements, as detailed in the SoW. This includes design, development, content & email marketing, and support tasks.
Statement of Work (SoW): A formal document that outlines the specific objectives, scope, deliverables, timelines, and costs for a Project. It serves as a detailed plan of action and is an integral part of the Agreement between Kyle & Irving and the Client.
Project: The overall engagement between Kyle & Irving and the Client, including all work detailed in the SoW and the general goals of the collaboration.
Deliverables: The final outcomes, products, or results provided by Kyle & Irving to the Client, as described in the SoW.
Client Content: All materials and information provided by the Client that are necessary for Kyle & Irving to complete the Services, including text, images, and other assets.
Preliminary Works: Drafts, concepts, or sketches created during the development phase that do not constitute Final Works until approved by the Client.
Final Works: The completed and approved deliverables.
Content Ticket: A block of approximately one hour, used for tasks such as editing text, updating images, adding new pages, or more complex tasks like adding new functionality or creating automations.
Proprietary Tools: All tools and software developed or used by Kyle & Irving in performing the Services, including pre-existing and newly developed software, such as source code, web authoring tools, and other application tools. This also includes design elements like website layout and architecture.
Third-Party Materials: Proprietary third-party assets incorporated into the Final Works, including but not limited to stock photography or illustrations. These materials are subject to the original licensing terms, which the Client must follow.

3. Scope of Services

Kyle & Irving will provide Services as outlined in the SoW, which may include but are not limited to website design, development, maintenance, content creation, email marketing, web hosting, and other marketing services.

Service Tiers: Services may be delivered under different service tiers (e.g., Foundation, Core, Plus), each providing a varying level of complexity, features, and support. The specific service tier and included features will be defined in the Statement of Work (SoW).
Client Responsibilities: The Client agrees to provide all required materials, information, and approvals in a timely manner to avoid delays. This includes providing necessary content, access to systems, and timely responses to requests for information. Specific requirements will be included in the SoW.
Customization: Services will be tailored to fit the Client's needs as outlined in the SoW. Any requests for changes beyond the original scope will require a Change Order, which may include additional fees and adjusted timelines. The Change Order must be approved by the Client's authorised representative before implementation.
Service Exclusions: Services outside the original scope will require additional agreements or separate fees. Examples include:
- Major Structural Changes: Redesigning the core layout or fundamental structure of a completed website, unless specified in the SoW (e.g., the option of a rebuild after a specified time frame).
- Non-standard Third-Party Integrations: Setting up or customising third-party software unless specifically agreed upon in the SoW.
Maintenance and Service Availability: Maintenance will be conducted regularly to ensure the smooth operation of the website. Routine maintenance is performed during off-peak hours, and any downtime will be communicated to the Client in advance to minimise disruption. Emergency maintenance will be undertaken as needed to ensure security and functionality.
Emerging Technologies and New Marketing Channels: Kyle & Irving is committed to staying at the forefront of digital marketing trends. As new technologies and marketing channels emerge, we may propose updates to our services to incorporate these advancements. Any such additions or changes to the scope of services will be communicated to the Client and may require a Change Order as outlined in Section 14.

4. Content Migration

Migration Services: Kyle & Irving offers assistance with content migration if the Client decides to move to another WordPress-based platform. However, the following conditions apply:
Limitations: Layouts, theme design, templates, custom development work, and Proprietary Tools will not be available for migration unless the Client purchases the necessary licences from the relevant themes and add-ons that Kyle & Irving has used.
Licence Management: The Client is responsible for arranging and managing licences for any third-party software required for the migration. If these licences are not currently included in the SoW, additional costs will be the Client's responsibility.
Migration Assistance Fee: Kyle & Irving can provide migration support, including the transfer of layouts, templates, and custom code (as long as the same Proprietary Tools are being used). This service is available for a one-time fee of £600.

5. Site Care Plans and Client Support

Site Care Plans: Kyle & Irving offers different levels of Site Care Plans to ensure ongoing support and maintenance of the Client's website. These plans may include:
- Updates and Security: Regular updates to plugins, themes, and the core WordPress system to maintain website functionality and security.
- Backups: Periodic backups of the website to ensure that it can be restored in case of failure or data loss.
- Monitoring: Security and performance monitoring to proactively detect and resolve issues.
- Content Tickets: Where appropriate, Site Care Plans may include one or more Content Tickets per month for routine content updates. Each Content Ticket covers approximately one hour of work and does not roll over to subsequent months.
Technical Support: Clients with Site Care Plans have access to unlimited technical support for critical issues, including:
- Website Unavailability: Addressing issues where the website is offline or unreachable. These issues are treated as urgent and are prioritised, regardless of the service tier.
- Technical Errors: Resolving problems that impair the core functionality of the website, such as error messages or broken functionality.
Content Requests: Content changes can be requested using Content Tickets provided under the Site Care Plan. Each Content Ticket may include tasks such as:
- Editing or Adding Text: Minor text updates or additions.
- Updating Images: Changing existing images or adding new visual content.
- Creating a New Page: Adding a simple new page using existing layouts and templates.
- Complex Tasks: Including activities such as creating automations or adding new functionality.
Additional Time Requirements: If more time is required beyond what is available through content tickets, additional time will be charged at the hourly rate defined in the SoW, with prior authorisation from the client.
Support Channels:
- Email: Clients can submit support requests via email for routine issues.
- Support Portal: Access to a ticketing system (e.g., Asana) to track issues and manage support requests.
Service Response Times:
- Standard Support Hours: Kyle & Irving provides support from Monday to Friday, 09:00 to 18:00 GMT, excluding public holidays. All inquiries must be submitted electronically via email or the support portal.
- Standard Response: Routine support requests will be responded to within 2 business days. The time required to resolve tasks may vary depending on their complexity, and the estimated timeline will be communicated at the time of the request.
- Urgent Issues: Issues that affect website availability are treated with the highest priority and are addressed as quickly as possible. This includes downtime and significant disruptions that affect the website's core functionality.
- Priority Support: Clients with higher-tier Site Care Plans receive priority response times for content and support requests, as detailed in their Statement of Work (SoW).
- Emergency Maintenance / High-Urgency Issues: For hosting or Site Care Plans that include priority support, Emergency Maintenance and High-Urgency Issues will be addressed 24/7. This includes major incidents such as website downtime or security breaches that require immediate attention.

6. Payment Terms

Project Order: The scope, timelines, fees, and specific details of the Project will be outlined in the Statement of Work (SoW). This document serves as the formal order for the Project.
Fees: All fees for Services will be detailed in the SoW. Different service tiers may have different fee structures, and any additional work beyond the agreed scope may incur additional charges based on rates outlined in the SoW. The SoW will also specify applicable fees for Content and Email Marketing services, based on the chosen tier.
Invoices: Invoices will be issued monthly for ongoing services or at agreed milestones for specific projects.
Due Date: Payments are due within 30 days of the invoice date. However, we prefer to receive payments within 7 days. Late payments may be subject to a 5% late fee.
Collection and Legal Fees: The Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Kyle & Irving reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full, including any and all outstanding additional costs, taxes, expenses, fees, charges, or the costs of changes.
Minimum Commitment: Projects may have a minimum commitment period as outlined in the SoW. Each service tier may have different minimum commitment periods, as outlined in the SoW, which shall apply to ensure the stability and maintenance of service quality. After this period, Services will continue on a rolling basis unless terminated by either party with 30 days written notice.
Additional Work and Change Orders: Any requests for services outside the scope of the SoW will require a formal Change Order. This Change Order may adjust the timeline and fees accordingly. Any additional work beyond what is covered by the scope must be authorised by the Client before work begins.

7. Termination

Termination for Convenience: Either party may terminate this Agreement for any reason by providing 30 days' written notice after the minimum commitment period specified in the SoW has elapsed. Services that require a minimum commitment period (e.g., Site Care Plans or other ongoing services) can only be terminated after this initial period has been fulfilled.
Service Pause: After the minimum commitment period has elapsed, the Client may request to pause services temporarily. During this pause period, a reduced rate may apply to maintain basic infrastructure and data retention. The specific terms of the pause, including duration and applicable fees, must be agreed upon in writing by both parties.
Termination for Cause: Either party may terminate this Agreement immediately if the other party materially breaches any provision of this Agreement and fails to cure the breach within 15 days of receiving written notice detailing the breach. During an ongoing breach, Kyle & Irving reserves the right to suspend services while waiting for the Client to rectify the breach.
Effects of Termination:
- Payment of Fees: Upon termination, the Client shall pay for all Services rendered and any expenses incurred up to the date of termination. This includes work completed, any ongoing services, and any outstanding Change Orders.
- Transfer of Deliverables: Upon receipt of all due payments, Kyle & Irving will deliver all completed and approved Deliverables to the Client.
- Licence and Intellectual Property: All licences or intellectual property rights granted to the Client will become null and void if full payment has not been received by the termination date.
- Website Suspension: If the Agreement is terminated due to non-payment, Kyle & Irving may suspend the website and related services until such time that full payment is made.
- Data and Backups During Suspension: During the suspension period, Kyle & Irving will retain the Client's website data, including backups, for up to 60 days. If the Client does not rectify outstanding payments within this period, Kyle & Irving reserves the right to delete all associated data and backups without further notice.
- Additional Data Retrieval Charges: If the Client requires access to their data during the suspension period, this may incur additional fees, which will be communicated at the time of the request.

8. Intellectual Property Rights

Ownership:
- Final Works: Upon full payment of all fees due under this Agreement, Kyle & Irving grants the Client a non-exclusive, perpetual licence to use the Final Works for the purposes outlined in the SoW. Intellectual property ownership or usage is contingent on full payment—until all obligations are met, Kyle & Irving retains ownership.
- Proprietary Tools: Kyle & Irving retains full ownership of all Proprietary Tools, which include all design and development tools, pre-existing software, and newly developed code, as well as general non-copyrightable concepts such as website architecture and other functional elements.
Third-Party Materials:
- Use of Third-Party Materials: Kyle & Irving may use third-party software, plugins, or other assets in the Final Works. The Client must adhere to the original licensing terms of these materials. Ownership and continued use of these third-party materials are governed by their respective licences.
- Warranty and Liability Disclaimer for Third-Party Materials: Any warranty or liability associated with third-party materials lies solely with the original licensor. Kyle & Irving shall not be liable for any issues, defects, or failures related to third-party software, plugins, or materials incorporated into the Final Works.
Licence Conditions: The non-exclusive licence granted by Kyle & Irving to the Client allows for the use of the Final Works as intended in the SoW, but does not permit:
- Modification beyond the scope originally intended without Kyle & Irving's consent.
- Reselling or Redistribution of the Final Works.
Transfer of Ownership: The Client may not transfer, assign, or sublicense the Final Works to a third party without prior written consent from Kyle & Irving.
Client Responsibilities for Third-Party Materials: The Client is responsible for any ongoing licensing costs or renewals associated with third-party plugins, software, or assets used in the Final Works unless these are explicitly covered in the SoW. Any costs for third-party licences not included in the SoW will be solely the Client's responsibility, unless otherwise agreed in writing by Kyle & Irving.
Migration and Licence Transfer: Should the Client wish to migrate the website to another hosting provider or platform, licences for third-party tools and materials must be purchased separately by the Client if they wish to continue using them. Kyle & Irving can assist in facilitating the transfer of licences for an additional fee. More details can be found in Section 3: Content Migration.
Intellectual Property for Preliminary Works:
- Preliminary Works: Any drafts, concepts, or preliminary versions created during the project remain the sole property of Kyle & Irving until they are finalised and approved as Final Works. The Client is granted no rights to these Preliminary Works unless explicitly stated.
Restrictions: The Client is prohibited from removing, altering, or attempting to alter any copyright notices or attribution credits in the Final Works. Kyle & Irving reserves the right to use excerpts or visuals from the Final Works for marketing purposes and portfolio demonstrations unless the Client requests otherwise in writing.

9. Web Hosting

Hosting Services:
- Managed Hosting: Kyle & Irving offers managed web hosting as part of its service offerings. Hosting is provided under Kyle & Irving's management unless specified otherwise in the SoW. Clients benefit from proactive monitoring, regular security updates, and technical support to ensure reliable hosting performance.
- External Hosting: If hosting is handled externally, Kyle & Irving cannot be held liable for issues relating to performance, security, or uptime. The Client is responsible for managing the hosting environment and ensuring their chosen provider meets the necessary requirements for the website's functionality and security.
Service Level Agreement (SLA):
- Uptime Guarantee: Kyle & Irving guarantees 99.9% Network Availability for hosting clients in any given calendar month, excluding periods of scheduled or emergency maintenance, Force Majeure events, or any client-induced outages. If this SLA is not met, the Client may be entitled to service credits, up to a maximum of 50% of the monthly hosting fee for the affected month. Any claim for service credits must be made within seven business days of the incident.
Scheduled vs. Unscheduled Maintenance:
- Scheduled Maintenance: Planned maintenance activities that are necessary for updates or upgrades will be notified to the Client at least 48 hours in advance.
- Emergency Maintenance: May be conducted without prior notice to ensure the continued security and stability of hosting services.

10. Data Protection

Kyle & Irving's Responsibilities: Kyle & Irving will handle all personal data provided by the Client in compliance with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the Data Protection Act 2018. Personal data will only be processed for purposes directly related to the delivery of Services as specified in the SoW. Kyle & Irving ensures that appropriate technical and organisational measures are in place to protect personal data against unauthorised access, disclosure, alteration, or destruction.
Client's Responsibilities: The Client shall ensure that any personal data they provide to Kyle & Irving is lawfully collected and shared in accordance with applicable laws. The Client must have obtained all necessary permissions or consents from data subjects before providing such data to Kyle & Irving. The Client is responsible for informing Kyle & Irving if any special categories of personal data (e.g., health information, sensitive data) will be processed during the provision of Services so that the appropriate handling procedures can be applied.
Data Processing: Kyle & Irving acts as a Data Processor when handling personal data on behalf of the Client, and the Client acts as the Data Controller. This distinction means that Kyle & Irving will only process data in accordance with the Client's lawful instructions and shall not use the data for any purpose other than those agreed in writing. Should Kyle & Irving engage any sub-processors (e.g., hosting providers, third-party service providers) for data handling, the Client will be informed, and the sub-processors will also be required to comply with GDPR standards.
Data Breaches: In the event of a data breach involving personal data processed by Kyle & Irving, the Client will be notified without undue delay, along with details of the breach and any measures taken to mitigate it.
Client-Specific Email Marketing and Website Security:
- Email Marketing Complaints: If a complaint arises concerning data protection in relation to email marketing services, it will be the Client's responsibility as the Data Controller to address it. Kyle & Irving, acting as a Data Processor, will provide all necessary technical support and information to assist the Client in resolving the complaint.
- Website Security Breach: In the event of a website hack or security breach, Kyle & Irving is responsible for taking the necessary technical measures to secure the website. However, if the breach results from actions taken by the Client (such as using weak passwords, failing to renew licences, or adding unsecured third-party plugins without Kyle & Irving's knowledge), the Client will be liable for any resulting costs or damages. Kyle & Irving will work to assist the Client in mitigating and resolving the issue, but additional charges may apply if the cause is linked to Client actions.
Data Retention: Personal data will be retained for as long as necessary to fulfil the purposes of the Agreement or as required by law. Upon termination of the Agreement, all personal data will be deleted or returned to the Client, unless retention is required to fulfil other legal obligations.

11. Confidentiality

Both parties acknowledge that during the course of this Agreement, they may have access to confidential information relating to the other party's business, including but not limited to trade secrets, financial information, marketing strategies, and client data. Each party agrees to:

Keep all such information strictly confidential.
Not disclose such information to any third party without the prior written consent of the other party.
Use such information only for the purposes of fulfilling their obligations under this Agreement.
Take all reasonable precautions to prevent unauthorised disclosure of such information.

This obligation of confidentiality shall survive the termination of this Agreement for a period of two years.

12. Indemnification and Liability

Indemnification: The Client agrees to indemnify, defend, and hold harmless Kyle & Irving, its subsidiaries, affiliates, officers, partners, and employees from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liabilities, claims, and expenses (including but not limited to legal fees) arising from:
- The Client's breach of this Agreement, or their negligence or other acts, omissions, or defaults.
- The operation or breakdown of any equipment or software owned or used by the Client but not the hardware and/or software provided by Kyle & Irving.
- Misuse of Services: Any misuse of the Services by the Client.
- Intellectual Property Infringement: The Client infringing on third-party rights, whether knowingly or unknowingly.
Liability Disclaimer: Kyle & Irving makes no warranties or representations of any kind, whether expressed or implied, for the service it provides. Kyle & Irving also disclaims any warranty of merchantability or fitness for a particular purpose and will not be liable to the Client or any third party for any incidental, consequential, or special damages including but not limited to lost profits, lost savings, or any other damages arising out of or relating to the use or inability to use the website or other deliverables, even if advised of the possibility of such damages.
Limitation of Liability: Kyle & Irving's total liability to the Client for any and all claims arising under this Agreement shall be limited to the lesser of:
- (i) the total amount paid by the Client for Services under this Agreement during the 3-month period immediately preceding the date of the claim, or
- (ii) the total value of the contract.
Limitation of Indemnification: The Client's indemnification obligations shall be limited to direct damages actually incurred by Kyle & Irving and shall not exceed the total amount paid by the Client under this Agreement in the 12 months preceding the event giving rise to the claim. This limitation shall not apply in cases of wilful misconduct or gross negligence by the Client.
Connection Speed and Accessibility: Connection speeds and uptime are dependent on external factors, and Kyle & Irving does not guarantee specific connection speeds or availability of end-to-end connections. Kyle & Irving expressly limits its damages to the Client for any non-accessibility time or downtime to the pro-rata monthly charge for the affected services during the system unavailability.
Severability: If any provision of this Agreement is found to be unlawful, void, or unenforceable, that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining provisions.
Censorship: Kyle & Irving will exercise no control over the content of information passing through the network, email, or website.
Trademarks & Copyrighted Material: The Client warrants that they have the right to use any applicable trademarks or copyrighted material in connection with the Services.

13. Force Majeure

Force Majeure: Neither party shall be liable for failure to perform any of its obligations under this Agreement if such failure results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, war, strikes, or governmental actions.

14. Change Orders

Definition: A Change Order is a written agreement between Kyle & Irving and the Client that outlines any modifications to the original scope of work, timeline, or budget as defined in the Statement of Work (SoW).
Process:
1. Request: Either party may initiate a Change Order by submitting a written request detailing the proposed changes.
2. Evaluation: Kyle & Irving will evaluate the request and provide an estimate of any impacts on timeline, cost, or deliverables.
3. Negotiation: Both parties will discuss and negotiate the terms of the Change Order.
4. Approval: Once both parties agree, the Change Order must be authorised by representatives from both Kyle & Irving and the Client.
5. Implementation: Upon approval, the Change Order becomes an amendment to the original Agreement and work can proceed accordingly.
Impact on Original Agreement: Approved Change Orders supersede any conflicting provisions in the original Agreement or SoW, but all other terms and conditions remain in effect.
Rejection: If a proposed Change Order is not approved by both parties, work will continue as per the original Agreement and SoW.

15. Training and Knowledge Transfer

Kyle & Irving is committed to empowering clients with the knowledge and skills to effectively use and manage their digital assets. As part of our services:

Training Sessions: We offer training sessions to familiarise clients with the tools, platforms, and systems implemented as part of our services. These sessions may be conducted in-person, virtually, or through pre-recorded materials, as agreed upon in the SoW.
Documentation: Where applicable, we provide guides, or other documentation to support the client's use of delivered systems or platforms.
Ongoing Support: As part of our Site Care Plans, we offer ongoing support to address questions and provide guidance on using the implemented tools and systems.
Custom Training: For specific needs not covered by our standard training offerings, custom training packages can be developed and priced separately.

The scope, format, and duration of training will be outlined in the SoW. Additional training beyond what is specified in the SoW may incur additional fees.

16. Amendments

Amendments: Kyle & Irving reserves the right to modify these Terms & Conditions at any time. Clients will be notified of any changes by email, and continued use of the Services after such notification shall constitute acceptance of the amended terms.
Continued Use Definition: Continued use includes actions such as accessing, logging in to, or making modifications to any Services provided by Kyle & Irving. If the Client does not agree with the updated Terms & Conditions, they must provide written notice to Kyle & Irving within 14 days of notification.
Payment Requirement: Clients must be up to date with all payments to be eligible for continued services under amended terms. If any outstanding fees are due, Kyle & Irving reserves the right to withhold services until full payment is received, and clients may not be eligible to benefit from amended terms until their account is current.

17. Governing Law

Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Dispute Resolution Process:
- Mediation: In the event of a dispute, both parties agree to first attempt to resolve the issue through good-faith negotiations. If these negotiations fail, both parties agree to enter into mediation using a mediation service based in England & Wales before pursuing any other legal actions. Mediation shall be conducted in accordance with the rules and regulations of the chosen mediation service, which shall be mutually agreed upon.
- Jurisdiction: Any disputes arising out of or in connection with this Agreement that cannot be resolved through mediation shall be subject to the exclusive jurisdiction of the courts of England & Wales.

18. Miscellaneous Provisions

Entire Agreement: This Agreement, along with any Statement of Work (SoW) and other attached documents, constitutes the entire understanding between Kyle & Irving and the Client regarding the Services provided. It supersedes any previous agreements or understandings, whether written or oral.
Notices: Any notices required under this Agreement shall be given in writing via email or registered post to the addresses provided by each party.
No Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.
Relationship of the Parties: Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between Kyle & Irving and the Client. Each party acts as an independent contractor.
Headings: The headings used in this Agreement are for convenience only and do not affect its interpretation.
Assignment: The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Kyle & Irving.
Survival: Provisions regarding indemnity, intellectual property rights, liability, and confidentiality shall survive the termination or expiry of this Agreement.
Contact Information: For any inquiries or clarification related to these Terms & Conditions, you can contact Kyle & Irving at support@kyle-irving.co.uk or by using the support channels specified.