|
Terms and Conditions of Sale These terms and Conditions shall govern every Order and shall form part of the Contract between ourselves. The headings in these terms and Conditions are for convenience only and do not form part of the contract. 1. DEFINITIONS “the Parties” shall mean the Supplier and the Client together. “the Product” shall mean the product that we have agreed to develop for you “the Specifications” shall mean the agreed Specifications for the Product “the Fee” shall mean the agreed fee for the work “Bug” shall mean any fault, error or malfunction in software which materially affects the operation of that software when used on the Equipment “Virus” shall mean a self replicating computer program which is designed to cause or which is likely to cause damage to the user’s files and/or annoyance to the user “Assets” shall mean source materials that are proposed to be incorporated into the Product at any time during its development which are provided by you to us “Intellectual Property Rights” shall mean Copyright, Design Right, Registered Designs, Trademarks, Patents and Confidential Information Ideas and Moral Rights and all other rights whatsoever of a like nature world- wide whether those rights are registered or not. 2. PRODUCT DEVELOPMENT The development of the Product shall take place as follows: We shall design, program and deliver the Final Version on the date agreed on the purchase order form. 2.2 We reserve the right to charge further fees in addition to the Fee for amendments requested by you which go beyond the Specification (the Additional Fees”). Additional Fees will not be charged without prior written notice. 3. YOUR OBLIGATIONS You agree that you will: 3.1. Provide us on request with the Assets in the format that we request to enable us to carry out our obligations under this Agreement. 3.2. Cooperate with us in the development and production of the Product 4. PAYMENT 4.1. You agree to pay us the following sums: 4.1.1 The percentage of the Fee which is set out in the order form to which these conditions are attached on signature of this Agreement. 4.1.2 The balance of the Fee together with any Additional Fees in accordance with Clause 2.2 for which payment shall be due six calendar months after the date of this agreement. 4.2 All sums quoted and payable under this Agreement are inclusive of VAT which will be added where appropriate 4.3 Any overdue payment is subject to interest at the rate applicable to High Court judgment debts from time to time and you will also be liable to reimburse us on an indemnity basis in respect of all legal costs and disbursements incurred (whether or not proceedings have commenced) in connection with recovery. Failure to raise an invoice in respect of interest shall not be deemed to constitute a waiver of our rights to recover interest. 5. INTELLECTUAL PROPERTY RIGHTS CONFIDENTIAL INFORMATION 5.1 All Intellectual Property Rights of whatever nature in material devised by us including all software code written by us and our employees will vest in and belong to us. You will do anything which we may reasonably require in order effectively to vest such rights in us or to evidence the same. 5.2 We hereby grant a non exclusive royalty free license, for one website only, for you to use the intellectual Property Rights for the purposes of this agreement, throughout the world. Such license shall take effect on receipt by us of all payments due under this Agreement. 5.3 You hereby grant to us a non exclusive royalty free license to use the Assets for the purposes of this Agreement. 5.4 You hereby warrant that you have obtained all necessary rights, permissions and licenses for the use of the Assets supplied to us and you hereby agree to indemnify us fully and defend at your own expense us against all costs and losses whatsoever incurred by us our employees servants or agents as a result of any claim made against us or any of them for infringement of any Intellectual Property Rights in the Assets. 5.5 In addition and without prejudice to Clause 5.4 you hereby warrant that all material that you supply to us is free of all defamatory matter or other legal restriction and that you shall fully indemnify and defend at your own expense us against all costs and losses whatsoever incurred by us our employees servants or agents as a result of any claim made against us or any of them in any jurisdiction in the world as a direct or indirect result of the breach of this Clause. 5.6 We undertake to each other that we will keep confidential the terms of this Agreement, including details of charges and payments, and any information regarding either of us in connection with this Agreement or in connection with the business of either of us and in connection with the Product (“the Information”) and shall only disclose the Information or any part thereof (except to our own employees and then only on a need to know basis) with the other’s prior written consent PROVIDED THAT this Clause shall not extend to information which was rightfully in either of our possession prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this Clause). 5.7 We shall be credited on the Product as its designer and developer in such a manner as we will agree. 6. ADVERTISING We reserve the right to use the Product for the purposes of our own advertising. 7. RESTRICTIONS You undertake that you will not during the period commencing on the date of this Agreement and terminating 12 months from the date of this contract, entice, solicit or engage any person who was an employee or a consultant or otherwise engaged by us during such period and who had dealings with you and whilst we both consider this restriction to be reasonable we agree that if a court of competent jurisdiction considers that the restriction is invalid but would have been valid if either the period or its scope were reduced then the restriction shall continue to apply but with such restriction or restrictions necessary to enable its validity. 8. DATA PROTECTION ACT You undertake that you will not collect any data from or via the Product without obtaining the appropriate registration under the Data Protection Act 1984 and complying with the your obligations under the Data Protection Act generally and that you will not collect any data from the Product without first giving sufficient prior written notice to us to apply for registration under the Data Protection Act 1984. 9. BETTING GAMING AND LOTTERIES You undertake that you will not use the Product for competitions within the meaning of the Betting, Gaming and Lotteries Act 1963 or the Lotteries and Amusements Act 1976 without full prior consultation with us and first obtaining licenses under those Acts or any amending legislation. 10. FINANCIAL SERVICES ACT You undertake that you will not carry on or purport to carry on investment business through the Internet or advertise such services unless authorized to do so under the Financial Services Act 1986 and you further undertake to comply with the provisions of the Financial Services Act 1986 or any other legislation regarding Financial Services in force at the time of this Agreement or subsequently in all other respects. 11. TELECOMMUNICATIONS AND BROADCASTING You undertake that you will obtain all necessary licenses under UK Telecommunications and Broadcasting Legislation and that you will comply in every respect with such legislation. 12. INDEMNITY Without prejudice to Clauses 10,11,12 and 13 above you undertake that you will obtain all necessary licenses and permissions required throughout the world for any and all activities that you conduct through the Internet and that you will indemnify us against all actions, claims, costs (including legal costs and expenses properly incurred), damages, demands or liabilities brought against or suffered by us as a result of any breach by you of your obligations under this Agreement. 13. LIABILITY ON TERMINATION AND FORCE MAJEURE 13.1 If at any stage you decide not to proceed further with the production of the Product you shall in any event be liable to pay us the Initial Payment of the full Fee as stated on the Standing Order Form, together with all sums due under this Agreement. 13.2 Our liability for any loss or damage consequential or otherwise and howsoever caused whether in tort (to include without limitation for negligence) or contract or otherwise shall not exceed the amount invoiced by us to you in respect of the Agreement. 13.3 When instructions or advice are received orally by us, we shall have no liability to you for any misunderstanding or misrepresentation which may arise in relation thereto whether on your part or on our part. 13.4 If, on your instructions, this Agreement (or any other document relating thereto) is signed by or an invoice is submitted to any person, firm or company who is expressly held out as your agent, then you shall be treated for all purposes as the contracting party. 13.5 All software created by us will be checked for viruses using state of the art software and we accept no responsibility for and bear no liability for any Virus discovered subsequent to delivery of the Product. 13.6 We recommend that all software created by us is checked for Bugs and we will do this provided that this is specifically agreed with us in the Specification but we accept no responsibility for any Bug discovered after delivery of the Product. 13.7 If either of us is effected by any circumstances beyond our reasonable control (including but without limitation any strike, lockout or other form of industrial action (“Force Majeure”) that party forthwith notify the other of the nature and extent thereof. Neither of us shall be liable to the other for delay in performance, or non - performance of any of its obligations under this Agreement when due to any Force Majeure of which that party has notified the other and the time for performance of that obligation shall be extended accordingly. 14. ASSIGNMENT Neither of us shall assign the benefit or burden of this Agreement without the prior written consent of the other Party. 15. GENERAL 15.1This Agreement constitutes the whole and only agreement between us and supersedes and extinguishes any other agreement whether written or oral. 15.2 If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, that shall not affect the legality or validity or enforceability of any other provision of this Agreement. 15.3 No forbearance, delay or indulgence by either of us in enforcing the provisions of this agreement shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach of this Agreement. 15.5 This Agreement shall be governed by and construed In accordance with English law and the parties submit to the non exclusive Jurisdiction of the English Courts You may also like to see our terms and condition of use and information collection policy |