"Fees" means the charge for the provision of the Services as set out in the Project Proposal or such other charge as is otherwise agreed from time to time between the parties.
"Intellectual Property" means all copyrights, moral rights, related rights, patents, trade marks, trade names, service marks, design rights, database rights, semi-conductor rights, rights to domain names, and other similar intellectual property rights (whether registered or not) and applications for such rights as may exist anywhere in the world whether in relation to the design of the Site, its architecture, any logos or artwork or any software or source codes originated by the Company.
"Materials" means all Software, manual and other documentation (where the content allows) developed or supplied pursuant to the Agreement in each case in machine and/or human readable form.
"Project Proposal" means the document provided by the Company (if any) setting out the proposal for the Services to be provided to the Customer by the Company.
"Services" means the concept, design, build and delivery of the Site in accordance with the specifications set out in the Project Proposal or as otherwise agreed from time to time between the parties.
"Site" means the Customer's web site
"Timetable" means the timetable set out in the Project Proposal or as otherwise agreed from time to time between the parties.
1.1 Words denoting the masculine gender include the feminine and neuter and vice versa and words denoting the singular include the plural and vice versa.
1.2 The headings in the this Agreement are for convenience only and shall not affect interpretation.
2.1 The Company will deliver the Services and Materials and provide to the Customer any other services agreed in writing from time to time between the parties and use its best endeavors to ensure that these are delivered and provided in accordance with the Timetable.
3.1 The Customer shall pay the Company the Fees.
3.2 All sums due shall be paid within 30 days of invoice.
3.3 Within 14 days of acceptance of the Project Proposal by the Customer the Customer shall pay to the Company a non-refundable deposit of 25% of the total estimated cost of the project.
3.4 The Company will not undertake any work on the Services until it has received the deposit required under clause 3.3 above.
3.5 The Company reserves the right to increase the Fees if changes to the Services are required by the Customer which depart from the original Project Proposal or any instruction given by the Customer to the Company.
3.6 If the Customer cancels this Agreement at any time before the completion of the Services the Customer shall pay (a) any fees that would have been charged by the Company to that date and (b) any payments the Company has made or has contracted to make or liabilities incurred to any third parties in relation to the Site or the Customer.
3.7 The Company will use its best endeavors to produce designs and software that substantially meet the Customer's specifications. If the Customer rejects designs produced according to those specifications for aesthetic reasons or if the Customer changes their original specifications in light of the work produced, the Company reserves the right to charge extra for redoing the work.
4.1 Each party agrees: to keep all information about the other's business ("Confidential Information") strictly confidential, not to use or copy Confidential Information save as agreed in writing with the other party; and to procure that all persons to whom it discloses Confidential Information are bound by the terms of confidentiality at least equivalent to this.
4.2 This clause 4 shall not apply to either party in relation to information that (other than by breach of any duty of confidence) has come into the public domain; is obtained from a third party or was already known to that party before the Agreement; or is required to be disclosed by order of a court of competent jurisdiction.
5. Intellectual Property
5.1 The Customer shall have sole title and ownership of all Intellectual Property Rights previously held by the Customer and all Intellectual Property Rights created or developed by themselves. The Company shall have sole title and ownership of all Intellectual Property Rights created or developed by the Company in the provision of the Services or contained in any of the Materials.
5.2 The Company will grant to the Customer, once all Fees have been paid, a non-exclusive royalty free license to use the Intellectual Property in connection with the Site. This license is personal to the Customer and cannot be assigned or transferred to any person (including, for the avoidance of doubt, any group company or associate of the Customer) without the prior written consent of the Company.
5.3 The Customer hereby irrevocably and unconditionally indemnifies and shall hold fully indemnified the Company from and against any and all actions, proceedings, losses, damages, liabilities, obligations, costs, claims, charges and expenses suffered by the Company of whatsoever nature arising out of or in connection with the Company's use of any materials supplied to it by the Customer in the course of its performance of its obligations relating to the design of the Site (including but not limited to any related copyrights, trade secrets, trade names, patents, intellectual property rights or obscenity laws in any country of jurisdiction in which the content of the site can be reviewed or retrieved).
5.4 The Customer hereby grants the Company an irrevocable license to use images or extracts from the Site for promotional purposes for the Company and on its own web site together with a link to the Customer's site.
5.5 It is a condition of this agreement (and has been taken into account in assessing the Fees) that the Company will be credited on the site as its creator), if requested by the Company.
6.1 Either party may terminate this Agreement without notice if the other is in breach of a material term or condition and fails to remedy a remediable breach within 30 days of receipt of a written notice to do so specifying the nature of the breach.
6.2 Either party may terminate this Agreement in the event that the other convenes a meeting of its creditors (or if a proposal is made for any composition, scheme or arrangement for the benefit of creditors); becomes unable to pay its debts as and when they fall due determined; commits an act of bankruptcy or if a trustee, receiver or administrative receiver is appointed in respect of all or part of its business or assets; or has a petition presented against it for the purpose of considering a resolution or other steps are taken for the winding up of the other party (other than for the purposes of solvent amalgamation or reconstruction).
6.3 The rights and obligations of the Company and the Customer contained in clauses 4 and 5 shall survive any termination of this Agreement. Termination of this Agreement shall be without prejudice to any rights which have accrued to either party prior to termination.
7. Force Majeure
Though every effort will be made to carry out the contract the Company shall be under no liability if it shall be unable to carry out any provision of the Agreement for any reason beyond its control including (without limiting the foregoing) Act of God, war, strike, lockout or any other labour dispute, fire, flood, drought, failure of power supply, legislation, failure of third parties to supply software, design work or other materials or facilities or other cause beyond the control of the Company. During the continuance of such a contingency the Customer may by written notice to the Company elect to terminate the Agreement and pay for Services rendered and Materials used, but subject thereto shall otherwise accept delivery when available.
8.1 If any provision of the Agreement is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid provision eliminated. In the event of there being any invalidity so fundamental as to prevent the accomplishment of the purpose of this Agreement, the parties shall immediately commence good faith negotiation to remedy such invalidity.
8.2 The registration or obtaining of any domain name for the Customer shall be subject always to the relevant terms and conditions of the relevant registrar and shall be subject to any third party claims there may be in respect of trademark, copyright, and/or passing off and the Customer acknowledges and warrants that it has made all investigations and considered any competing claim there may be to or in respect of the name by third parties whether in the UK, US or elsewhere.
8.3 The Customer undertakes that it will not during the term of this agreement and for 12 months after completion of the Services or earlier termination of this agreement in accordance with clause 6 hereof (whichever is the later) either alone or in conjunction with or on behalf of any other person, directly or indirectly seek to entice away, solicit or engage any person who was during the term of this agreement an employee or consultant of the Company or was otherwise engaged by the Company and was involved in any way in the provision of the Services. Whilst both the Customer and the Company agree that this restriction is reasonable in all the circumstances it is agreed 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 will continue to apply with such limitation or limitations necessary to enable its validity.
8.4 The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
9. Special conditions
No special conditions apply to this set of terms and conditions.
10.1 Any errors in the site due to work carried out under this agreement will be corrected immediately during 30 days after the site is signed off.
10.2 After the 30 day warranty period the Customer may expect to receive basic technical support by phone or email. If the level of support required is high the Company reserves the right to charge for it.
All work done on web sites for our customers is subject to our standard Terms and Conditions, which are outlined on this page.
IMPORTANT: This agreement sets out the terms on which BigRedTub Web Solutions ("the Company") is prepared to provide services to you ("the Customer")