Our terms of business are set out below. These terms apply to all our projects as specified on our project specification document. In some cases, particularly on larger projects, we may use a more detailed contract.
Each of the Parties acknowledges that the person designated by it in the Specifications (or any other person replacing the designated person, pursuant to a notice to that effect given to the other Party) shall represent it and shall have full authority to take all steps, make all decisions and give all consents required with respect to the performance of these Terms.
The Client undertakes as follows in favour of the Developer:
The Developer undertakes as follows in favour of the Client:
Unless there is a provision to the contrary, the Developer may employ any third party in order to perform this Agreement. Nonetheless, its performance shall remain under the Developer's supervision and responsibility.
Upon request from the Developer at the end of the each of the Website development phases set forth in the Specifications, the Client shall verify, review, test or otherwise evaluate the results of the Services rendered up to then by the Developer. In particular, the Client shall carry out testing on the Website. Within not more than ten (10) days after the Developer's request, the Client shall approve or refuse the work performed by the Developer. If the Client approves the work performed or fails to indicate its approval or refusal within the stipulated deadline, the work performed shall be deemed to have been approved and to have been performed in accordance with the Specifications, and the Developer may continue to perform its work, if applicable. If the Client refuses all or part of the work performed, it shall give written notice to the Developer within the specified deadline, which notice shall set forth any error, omission or failure to comply with the Specifications, or any other grounds for refusal, and shall provide all useful and detailed information necessary for a proper understanding of the problems raised by the Client. The Developer shall then have the same deadline as specified hereinabove within which to correct them problems raised and once again submit the results of its work to the Client. If the Developer disagrees with the Client regarding one or more of the problems raised in the refusal notice, it shall indicate its position in writing to the Client within not more than five (5) days following receipt of the aforementioned refusal notice.
If, during the performance of the Project and before final approval of the Services performed by the Developer, the Client requires any revisions, corrections, additions, substitutions or other modifications to the Specifications:
The Developer shall not provide the Client with any express or implied warranty with respect to the following:
THE WARRANTIES SET FORTH IN THESE TERMS ARE THE ONLY WARRANTIES PROVIDED WITH RESPECT TO THE OBJECT OF THESE TERMS, AND THEY CONSTITUTE A LIMITED WARRANTY. THE CLIENT EXPRESSLY WAIVES ALL OTHER EXPRESS OR LEGAL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL LEGAL WARRANTIES REGARDING LATENT DEFECTS, EVICTION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CERTAIN JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, AND IT IS POSSIBLE THAT ONE OR MORE OF THE AFOREMENTIONED EXCLUSIONS OR LIMITATIONS WILL NOT APPLY. IT IS ALSO POSSIBLE THAT THE CLIENT MAY HAVE OTHER WARRANTY RIGHTS, WHICH RIGHTS MAY VARY FROM ONE PLACE TO ANOTHER. UNDER NO CIRCUMSTANCES WILL THE VALUE OF THE WARRANTY EXCEED THE VALUE OF THE SERVICES RENDERED TO THE CLIENT AND PAID FOR BY IT. THE CLIENT EXPRESSLY WAIVES THE RIGHT TO MAKE ANY WARRANTY CLAIM EXCEEDING THE SAID LIMIT.
Except in the event of gross negligence on the part of the Developer, the Developer shall not be liable towards the Client for any fault or any direct or indirect damage resulting therefrom, and the Client shall indemnify the Developer and hold it harmless from and against all claims, including all claims under a warranty, in any of the following cases:
The Client shall pay to the Developer the security deposit set forth in the Specifications.
All amounts owed by the Client to the Developer pursuant to the Project shall bear interest at a rate of four percent (4%) per annum over the base rate from time to time quoted by Lloyds Bank Plc as of their due date.
If, as a result of the Client's failure to make a payment, it becomes necessary to refer the overdue invoice or invoices to a collection agency or an attorney, the Client shall pay to the Developer, in addition to the amount owed, collection costs equal to twenty five percent (25%) of the principal amount and interest owed.
If, after the Developer has sent a demand for payment, the Client refuses, without right, to pay the Developer the amounts payable or reimbursable pursuant to the Project in accordance with the terms and conditions of payment set forth in the Specifications, the Developer may suspend performance of the Services in question, without further notice or delay, the whole without prejudice to any of the Developer's other rights pursuant to the Project.
The Client may terminate this Project at any time, upon giving a notice to the Developer. However, the Client shall remain liable for the following:
without any reduction or deduction whatsoever.
Moreover, if the Developer has fulfilled its obligations pursuant to this Project up to the date of termination thereof, the Client shall pay to the Developer, for loss of expected profits, an amount equal to fifty percent (50%) of the balance of the price of the Project.
If, after the Developer has sent a demand to the Client, the Client does not abide by any one of its obligations pursuant to this Project, the Developer may terminate this Project. In such a case, the Developer shall be required only to reimburse to the Client the amount of the advances (or any balance thereof) or excess amounts received, the whole without prejudice to any of the Developer's rights and recourses against the Client.
Unless otherwise stated, the following provisions shall apply.
Neither Party shall be considered to be in default pursuant to these Terms if the fulfilment of all or part of its obligations is delayed or prevented due to "force majeure". "Force majeure" is an external unforeseeable and irresistible event, making it absolutely impossible to fulfil an obligation.
If all or part of any section, paragraph or provision of these Terms is held invalid or unenforceable, it shall not have any effect whatsoever on any other section, paragraph or provision of these Terms, nor on the remainder of the said section, paragraph or provision, unless otherwise expressly provided for in these Terms.
Any notice intended for either Party shall be deemed to be validly given if it is in writing and is sent by registered or certified mail, by bailiff or by courier service to such Party’s address as set forth in the specifications, or to any other address which the Party in question may have indicated in writing to the other Party. A copy of any notice sent by e-mail shall also be sent according to one of the above-mentioned delivery modes.
These Terms shall bind the Parties hereto as well as their respective successors, heirs and assigns.
Whenever one of the Parties fails to fulfil an obligation under these Terms within a stipulated deadline, the mere lapse of time shall constitute a formal notice of default to the said Party.