Terms of Business

The following definitions should be applied to and understood by the following terms used in this document:

• “The terms”, “these terms”: This document and any appendices to it.
• “You”: The business or person who is the other party to these terms.
• “Services”, “the services”: Any task or series of tasks carried out by us for you or on your behalf.
• “Proposal”, “the proposal”, “our proposal”: any formal document(s) we have provided you with that
• scribes the services we propose to perform for you.
• “The project”, “your project”: the provision of services as set out in the proposal.
• “End of the project”: the date of our final deliverable to you as part of the project, unless agreed
• herwise in writing.
• “Deliverable”, “deliverables”, “the deliverables”: tangible or intangible objects produced in the course
• the project that are intended for delivery to you.
• “Software defect”: a condition in a software deliverable which does not meet the requirements we have previously agreed with you as at the end of the project.

Application and acceptance

These terms apply to the provision of services detailed in the proposal by us to you.

You are deemed to have accepted these terms when accepting the proposal either in writing or by email, or from the date that services are undertaken by us on your behalf.

Billing and payment

We will send invoices electronically to your designated email address. Invoices will be deemed as received immediately unless the email they are attached to is returned as undeliverable.

Invoices are payable within 14 days of receipt, unless stated otherwise on the invoice. Payment is accepted by bank transfer, or where previously agreed through web payment services Stripe or GoCardless.

We reserve the right to charge statutory interest on overdue invoices. This currently stands at an annual interest of 8% above the Bank of England base rate.

VAT

VAT is charged on all invoices where applicable. Our VAT registration number is GB 371365006

Proposals

Proposals are valid for a period of 30 days from receipt unless stated otherwise.

Commencement

Unless otherwise agreed, a 50% deposit is required on all services.

You must give us notice of acceptance of our proposal either in writing or by email, and pay any deposit agreed before work on the project will begin.

Expenses

We will only charge expenses when agreed with you in advance. These will be billed at cost, in arrears with a full schedule and receipts supplied. All rates below are exclusive of VAT.

• Mileage: £0.50 per mile
• Accommodation: at cost
• Subsistence overnight: at cost
• Printing / postage / copying / etc: at cost • Transport: at cost
• Everything else: at cost

Subcontractors

We reserve the right to subcontract aspects of our service when appropriate for the effective delivery of the work.

Confidentiality

Unless otherwise agreed, the project and any information supplied by you in the course of our work on it will be treated as private and confidential by us, our employees, or subcontractors, until the end of the project.

After the end of the project, we will continue to treat as confidential any information that has not been rendered public in the course of the project (for example as a result of a website launch).

Publicity

You agree to allow us to use your company name, logo and a description of the project in press releases, our website content, conversations, pitches and other publicity material.

Copyright

All deliverables remain our intellectual property until final payment is received in full. On receipt of your final payment, copyright will then be assigned to you, though we will retain an irrevocable, non- transferable license to make use of research, design and code from those deliverables for future projects, and for use as stated in the publicity section above.

Limited warranty

For a period of 30 days from the end of the project we will remedy defects in the software we have delivered to you as part of the project without further charge, subject to the following conditions:

1. You must notify us of software defect(s) by email, and will include sufficient information for us to reproduce the defect(s).
2. While we will make reasonable endeavours to address software defects as quickly as possible, we do not guaranty to remedy software defects within a fixed time of your reporting them to us.
3. You accept that software defects that are the result of defects in third-party software are outside of our control, and thus will be chargeable at the agreed rate for the project.

Termination

Should either party be in breach of any of these terms, the other should request that the breach be remedied. If the breach is not remedied within 7 days, or cannot be remedied, the party that is not in breach of the agreement shall have the right to terminate the agreement with immediate effect.

In the case of dispute, in the first instance, an independent third party mediator shall be agreed to make any decision. The payment of this mediator shall be borne by the party found to be at fault, or shared should no or equal fault be found.

In the event of termination due to breach of these terms, payment for work carried out up to and including the day of the termination will still be due.

Insurance & professional indemnity

We will use reasonable skill and care in our provision of services to you.

In the event that we should be found to be negligent in the provision of services to you, we maintain Professional Indemnity insurance to cover any liability we may be found to have to you.

This is currently held to the level of £1,000,000.

We also maintain public, products and employer’s liability insurances, as well as legal expenses cover.

Certificates of insurance are available on request.

Limitation of liability

We will not be liable (whether caused by our employees, agents or otherwise) for:

• a. any indirect, special or consequential loss, damage, costs, or expenses or;
• b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
• c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
• d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
• e. any losses arising directly or indirectly from the choice of services and how they will meet your requirements or your use of the services or any goods supplied in connection with the services.

In any case, our total liability to you shall be limited to the total amount of fees payable by you to us for the project.

Severability

The invalidity or unenforceability of any provisions of these terms shall not affect the validity or enforceability of any other provision of these terms, which shall remain in full force and effect.

Amendments to terms

Either party may request to modify these terms during the period of the contract. Any amendments must be agreed by both you and us, at which point a new contract will be signed and this contract immediately terminated.

Whole agreement

Together, these terms and the proposal constitute the entire agreement between you and us.

Jurisdiction

These terms are governed by and interpreted according to English law. All disputes arising under these terms are subject to the exclusive jurisdiction of the English courts.