The principal point of contacts and persons whose decisions will bind us are [Starboard Media Ltd] for We/Us and [Company Name] for You. Any changes to the specification of the Services or description of the Materials or the Works (as outlined above) shall be agreed in writing.
Please carefully read the Terms and Conditions. All these sections together form the agreement between You and Us.
1.1 It is the responsibility of You to ensure any content or design provided is lawful and does not infringe on any copyright or other laws.
1.2 Where You provide the content (photos, copy, video, etc, this list is not exhaustive), You are legally responsible and must ensure it is lawful and does not infringe on any copyright or other laws.
1.3 We reserve the right to refuse any work on a website or project that we may judge as unfit due to its content. This includes sites that contain adult material such as pornography, hatred or discrimination towards people from a specific religion, ethnic group or sexual orientation (this list is not exhaustive)
1.4 A deposit of a minimum of 50% of the quoted price must be provided by You before any work will commence.
1.5 A date of completion can be supplied on acceptance of a contract however it cannot be guaranteed by Us.
1.6 The completed website will be pushed to Our staging server for review.
1.7 Whilst every effort is made to make the website viewable on the most popular browsers, responsibility cannot be accepted for sites that do not display correctly on browsers released after completion.
1.8 You are ultimately responsible for checking the correctness of a site before it is made publicly viewable.
1.9 Once You agree that the Material or Works can be made publicly available, You are agreeing that the design/development of the Material or Works has met with Your requirements.
1.11 You have the right to cancel your order at any time. In the event of a cancellation, you will be invoiced for the work already carried out based on the daily rate. Where no work has taken place, no charge will be made.
1.12 Changes to the code remain the responsibility of You. Any errors that require fixing will be chargeable at the usual hourly rate.
1.13 A project will be scheduled according to deadlines provided by You (where acceptable). Failure to meet these deadlines from the client side will result in the project being rescheduled to the next available date and re-quoted.
1.14 We endeavour to provide excellent communication throughout our project. However, if We receive no response for a period of two weeks or more, we reserve the right to terminate the contract and invoice for any services rendered up to the end of the two weeks.
2.1 This agreement shall commence on the date set out on the execution page of this agreement and continue until You have accepted the Material or Works delivered by Us, or until earlier termination as provided for under the terms and conditions of this Agreement.
2.2 You will have booked us on a fixed price (not time based) basis for the Services specified above. Any additional work requested will be billable (quoted at the time). Failure in communication by You or to provide necessary resources will require time to be requoted and rebooked at the next available convenience.
2.3 The relationship between You and Us will be that of “independent contractor” which means that the We are not Your employee, worker, agent or partner, and We will not give the impression that we are.
2.4 As this is not an employment contract We will be fully responsible for all own tax including any National Insurance contributions arising from carrying out the Services.
3.1 The Fees cover the costs of those activities and timeframe expressly set out in this agreement and expenses related thereto. We reserve the right to charge on a time and materials basis for any other work or services requested by you in addition to the work set out in the Services, and in respect of all work carried out by Us prior to termination of this agreement by either You or Us.
3.2 You agree that all invoices become due and payable within 14 days (with the exception of initial deposit which is due upon receipt).
3.3 Late payment will incur interest at 3% over the base rate of Barclays Bank plc from the due date paid.
3.4 All prices are quoted exclusive of VAT.
3.5 All Fees are payable as per the payment stages above.
3.6 You specifically agree that any initial payments made by You are non-refundable in the event of termination of this Agreement.
3.7 In the event that you delay delivery to Us of the Materials (as defined in clause 6.1), so that we are prevented from progressing development, We reserve the right to invoice You for the outstanding balance amount of the Fees.
3.8 In the event that You request Us to provide extra functionality or amend the look and feel of the website (“Additional Services”) outside of the agreed Services to be provided by Us, then We reserve the right to charge for such Additional Services at our normal hourly time and materials charges
4.1 The parties shall cooperate in good faith with each other in the provision and acceptance of the Services and shall report to each other any suspected faults in the Services which either party may become aware of as soon as such suspected faults come to such party’s attention. You shall be deemed to have accepted the Material or Works 30 days after delivery of the Material or Works to You. In the event that You bring to Our attention such material defects which require fixing during such 30 day period, then We shall have the right to fix those material defects within a reasonable time.
4.2 You shall not use the Services or any domain or user name as to impersonate any other entity or to infringe the rights of any other person, whether statutory or common law, in a trademark or name.
4.3 We shall use our reasonable endeavours to provide the Services within the timescales which may be agreed between us.
4.4 In the event that You require Us to integrate any third party item or service, then You undertake to ensure that the third party will provide such input and assistance as is necessary to enable Starboard Media Ltd to perform its obligations under this Agreement in a timely manner. You agree that any failure on behalf of the third party to do so will be a Force Majeure Event.
5.1 You will have prior approval of all publicity material produced by Us which uses any of Your trademarks or logos and, subject to such approval, consent to such use.
6.1 You warrant and undertake that any items made available to Us for the purposes of performing this agreement (the “Materials”) shall not infringe the intellectual or like proprietary rights (together “IPRs”) of any third party. To the extent that the storage, reproduction, broadcast or transmission of the Material or any messages or other communications to/ from the Material or Works shall entitle third parties (including without limitation collecting societies such as Performing Right Society and the Mechanical Copyright Protection Society, and their equivalents in any part of the world) to any payments in relation to such storage, reproduction or transmission, such payments shall, as between You and Us, be borne by You.
7.1 You agree that We (save under clause 9 or 10 or 15), shall not be liable in contract, tort, negligence, statutory duty or otherwise for either (i) any indirect, consequential or special loss or damage, or any loss of proﬁt, business or goodwill, whatever arising from or in connection with this agreement, or (ii) direct loss or damage greater than the aggregate of all sums paid to Us under this agreement.
7.2 Nothing in the agreement shall exclude:
7.2.1 either party’s liability for death or personal injury arising from that party’s negligence or that of its servants, agents or employees acting in the course of their duties; or
7.2.2 any other liability which it is prohibited by law.
8.1 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) the Data Protection Legislation. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements. In this agreement, Data Protection Legislation (“Data Protection Legislation”) means all data protection legislation applicable in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law and any other law applicable in the UK relating to privacy.
9.1 You shall grant Us for the term of this agreement a royalty free licence to use, copy, modify, publish and otherwise deal with the Materials solely for the purposes of performing our obligations under and in the manner contemplated by this agreement.
9.2 We acknowledge that all IPRs in the Materials will remain Your property. Save to the extent of Starboard Media Ltd Items or the subject matter of third party licences (in respect of which we hereby grant you a royalty free, perpetual licence to use, copy, modify, publish and otherwise deal with the same), all IPRs in the deliverables set out above or otherwise provided under this agreement (“Works”) shall vest in You upon Our receipt of all payments due and payable under this agreement.
9.3 All the IPRs in the existing and new code and scripts and artwork used by Us in the production of the deliverables will remain Your property upon receipt of all payments due and payable under this agreement. We do not give any warranties in relation to the search engine scripts created by third parties and used in the provision of the Services.
9.4 If any third party software is used in the provision of the Services, then each party will be responsible for ensuring that they have a licence to use such third party software as envisaged by this agreement.
9.5 Save as provided above the IPRs in the Materials will remain Your property.
10.1 We shall indemnify and keep You fully and eﬀectively indemniﬁed from and against all liabilities, costs and expenses (including reasonable legal costs and expenses) resulting from any claims or allegations brought by a third party that Our provision of the Services and the Works under this agreement infringes the IPRs of such third party: provided always that; (i) You give Us prompt notice of any such claim or allegation; and (ii) You make no admissions or statements in relation to any such claim or allegation and (iii) You grant Us control of the negotiations and/or settlement of any such claim or allegation and provide us with all reasonable assistance we may request of You (at our cost) in relation to such negotiation or settlement. In the event that We replace any item of Work or Services such that the same is no longer infringing, We shall have no further liability to You in respect of any related third party claim.
10.2 You shall indemnify and keep Us fully and eﬀectively indemniﬁed from and against all liabilities, costs and expenses (including reasonable legal costs and expenses) resulting from any claims or allegations brought by a third party that Our use of the Materials under this agreement infringes the IPRs of such third party provided always that; (i) We give You prompt notice of any such claim or allegation; and (ii) We make no admissions or statements in relation to any such claim or allegation and (iii) We grant You control of the negotiations and/or settlement of any such claim or allegation and provide you with all reasonable assistance you may request of US (at your cost) in relation to such negotiation or settlement. In the event that You replace any item of Materials such that the same is no longer infringing, You shall have no further liability to Us in respect of any related third party claim.
11.1 Without prejudice to any of Our other rights, We shall have the right to immediately terminate this agreement and/ or suspend or restrict the Services if:
11.1.1 You are suspected in Our reasonable opinion, of involvement with fraud or attempted fraud or any other criminal offence in connection with the use of the Services; or
11.1.2 You commit any breach of this agreement and, if it is capable of being remedied, fail to remedy such breach within 15 days from the date of the first notice specifying the nature of the breach; or
11.1.3 You become insolvent, cease to trade (or in a reasonable opinion of Us are likely to cease to trade) or have a liquidator, receiver, administrator or administrative receiver appointed or enter into any arrangement with You creditors or are would up otherwise that for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumes all of Your obligations, or are unable to pay Your debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, or are made bankrupt, or undergo a similar or analogues event in any jurisdiction; and We shall not be liable for any losses incurred by You as a result of such suspension, termination or restriction.
12.1 Without prejudice to any of Your other rights, You shall have the right to immediately terminate this agreement at any time with immediate notice. All work undertaken by Us up until the notice of termination will be required to be paid in full.
13.1 After expiry or termination of this agreement for any reason:
13.1.1 Each party will on request by the other return or supply to the other all documents, disks and other material in its possession containing any confidential information of or copyright material of the other. We will (at Your option) either destroy or return the Materials;
13.1.2 Each party will immediately cease using the other’s trademarks and (unless otherwise agreed) any intellectual property of the other save for ongoing general promotional purposes.
Neither party shall be liable for any breach of its obligations hereunder (other than the obligations to or pay money) and no right of termination shall arise where the breach results from causes beyond its control and the party concerned has acted and continues to act reasonably and prudently to prevent and to minimise the effect of such causes (a “Force Majeure Event”).
15.1 Each party will at all times keep confidential and will not disclose without prior written consent of the other any business, systems or other confidential information of the other party or use any such information other than for the purposes contemplated by this agreement (except that each party may disclose such information to those of its employees, agents and subcontractors who need to know the same for such purpose and under conditions of confidentiality non disclosure and nonuse equivalent to those imposed on the parties by this clause).
15.2 These obligations of confidentiality non-disclosure and non-use do not apply to any information which is publicly available through no fault of the party disclosing or using information, or which was known to that party before receipt from the other party, or received from other source without obligation as to confidentiality, or which is required to be disclosed by law or regulating authority.
16.1 Neither of us has entered into this agreement on the basis of, or has relied on, any statement or representation (whether negligent or innocent) except those expressly contained in this agreement. This paragraph shall not apply to any statement or representation made fraudulently.
Nothing in this agreement shall create a partnership or joint venture between the parties and except as expressly provided in this agreement, no party shall enter into or have authority to enter into any engagement or to make any representation or warranty on behalf of or to pledge the credit of or otherwise to bind or oblige the other party.
A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
Any notices required to be given under this agreement shall be in writing and shall be sent by first class registered post, recorded airmail, email, fax or by hand, at the address specified in this agreement.
The construction, validity and performance of this agreement shall be governed by the laws of England and Wales and this agreement shall be subjected to the exclusive jurisdiction of the English courts.
Any changes to this agreement shall be made in writing executed by the parties’ duly authorised representatives.
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