Terms & Conditions


1 Definition

1.1 In this these terms and conditions, the following definitions will apply:
“Commencement Date” means the commencement date as set out in the Specification, and if there is none, the date on which the Company begins to provide Services to the Client;
“Initial Period” means the initial period during which the contract term cannot be terminated which, if applicable, will be set out in the Specification;
“Services” means the services that the Company supplies to the Client under these terms and conditions;
“Software” means the software program(s) (if any) to be developed or provided by the Company as part of or incidental to the provision of the Services;
“Specification” means the written specification agreed between the parties describing the Services;
“Term” means the duration of the contract between the Company and the Client which shall begin on the Commencement Date and continue until terminated in accordance with these terms and conditions;

1.2 The terms “Company”, “Client” and “Support Fee” shall have the meanings given to them in the Specification.

2 The Services

2.1 The Company undertakes to carry out the Services during the Term with reasonable care and skill, in accordance with the Specification, and subject to these terms and conditions.

2.2 Where the Company is required to purchase hardware or software on behalf of the Client, advance payment will be required. Payment by credit card is accepted for this purpose. Hardware, software and other intellectual assets (such as computer code) will remain the property of the Company until full and final payment is received by the Company.

2.3 At any time during the Term, the Company may in writing recommend or the Client may in writing request changes to any part of the Specification. Following investigation the Company will give a written estimate showing the costs of the changes to the Client. Should the Client wish to proceed with a proposed change, it will instruct the Company in writing.

3 Client’s responsibilities

3.1 The Client will provide the Company with all reasonable information concerning the Client’s operations and promptly provide answers to queries, decisions and approvals which may be reasonably necessary for the Company to carry out the Services. The Client is responsible for ensuring that such information and answers are accurate and complete and acknowledges that the Company shall not be liable for any delay or defect caused by or contributed to by any inaccurate or incomplete information given to the Company.

3.2 In order that the Services may be provided remotely, the Client may be asked to install relevant remote access Software on its computer network.

4 Payment

4.1 The Company will invoice the Client monthly in advance for the fixed price support element.

4.2 The Company shall be entitled to review monthly the Support Fee should the Client increase its number of computers or due to any other significant change to the Client’s network.

4.3 Any Services provided by the Company at the premises of the Client will be charged at a minimum of 1 hours work.

4.4 Support provided by the Company in addition to the Services set out in the Specification (“Additional Support”) will be billed at a rate set out in the Specification or otherwise agreed between the parties.

4.5 If the Specification includes a Web Design Project the Company shall invoice the Client 50% of the Web Design Fee on agreement of the Specification. The balance of the Web Design Fee will be invoiced immediately following Completion (as described in clause 8).

4.6 The Client shall pay the Company’s invoices within 30 days of the date of the invoice, except hardware and software items, or third party services, which are due on receipt of invoice.

4.7 The Company reserves the right to charge the Client interest, calculated daily, in respect of the late payment of any sum due at the rate of 2% above the base rate of Barclays Bank Plc from the due date until paid.

4.8 The Company reserves the right to cease (temporarily or permanently) to provide Services at any time when the Company’s invoices remain outstanding for more than 30 days.

5 Warranties

5.1 The Client warrants and undertakes to the Company that any information, data, images or materials provided to the Company will not infringe the intellectual property or other rights of any third party and all information provided will comply with the requirements of the Data Protection Act 1988 (as amended) and the Client shall indemnify the Company fully against all liabilities, costs and expenses which the Company may incur as a result of any breach by the Client of this clause.

5.2 The Company will not be liable to the Client for any direct, indirect or consequential loss, damage, cost or expense of any kind, whether arising under contract, tort (including negligence) or otherwise.

5.3 In all cases not falling within clause 6.2, the Company’s total liability in connection with the Services shall not exceed the Annual Support Fee.

5.4 The Client acknowledges and agrees that the allocation of risk contained in this clause 6 is reflected in the Support Fee.

6 Non-solicitation

6.1 Neither the Client nor the Company will during the Term and for 12 months after termination, without the other’s prior written agreement, directly or indirectly solicit or offer employment or engagement to any employee or contractor of the other party.

7 Confidentiality

7.1 The Company agrees to keep all information disclosed to it in confidence in connection with the Services and shall use all reasonable endeavours to ensure that its employees adhere to the terms of this clause 9. The confidentiality obligation under this clause 9 shall not apply to the extent that information is: (i) required to be disclosed by any court of competent jurisdiction or competent regulatory body; (ii) or becomes public knowledge other than by a breach of the provisions of this clause 9; (iii) or becomes known by the Company in a lawful manner; or (iv) permitted to be disclosed by the Client.

8 General terms

8.1 The Company will not be liable for any act of ‘force majeure’, being a delay or failure to perform any of Services caused by events beyond its reasonable control.

8.2 The Client confirms that it has not relied on any verbal representations made by or on behalf of the Company or upon any descriptions in any publicity material and it is agreed that the Specification and these terms and conditions shall together constitute the complete and exclusive statement of the contract between the parties relating to the Services superseding any previous communications or representations.

8.3 Unless specified herein, no change to these terms and conditions or the scope of the Services will be effective unless it is in writing and signed by persons authorised on behalf of both parties.

8.4 A waiver by either party for a breach of these terms and conditions shall not be construed as a waiver of any future breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise any right operate as a waiver of any breach or default by the other party.

8.5 These terms and conditions are construed in accordance with and governed by the law of England and each party agrees to submit to the exclusive jurisdiction of the courts of England.

8.6 These terms and conditions shall apply to all future work undertaken for the Client by the Company unless specific agreement in writing is made by both parties.

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