Terms & Conditions
These terms and conditions may be updated from time to time. Please contact info@arcadiaITSolutions.co.uk or telephone 0161 980 0450 to discuss any amendments, enhancements or issues relating to your web site.
In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Service Specification;
1.2 "Customer" means the organisation or person who purchases services from the Supplier;
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 "Service Specification" means a statement of work, quotation or other similar document describing the services to be provided by the Supplier;
1.5 "Supplier" means Arcadia IT Solutions;
2.1 These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the Customer.
2.2 Before the commencement of the services the Supplier shall submit to the Customer a Service Specification which shall specify the services to be performed and the fees payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
3 FEES AND PAYMENT
3.1 The fees for the performance of the services are as set out in the Service Specification. The Supplier shall invoice the Customer for the services. Payments are accepted in GBP (Great Britain Pounds) only unless otherwise agreed. Invoiced amounts shall be due and payable within 28 days of receipt of invoice. If payment has not been received within 28 days of the final invoice date a 10% penalty of the invoice amount will be charged monthly until all monies owed have been received. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the services are rendered.
3.2 It is hereby agreed between The Supplier and The Customer that in the event that any monies are owed and overdue to The Supplier, The Supplier will withdraw its services. The Supplier may remove any material stored upon any computer or server and shall retain such material, and shall not be liable for any loss monetary or otherwise and not be under any obligation to return or provide access to, any and all documents, papers, etc. belonging to The Customer until payment is made in full.
3.3 Customers from all over the world are welcome, any export duties, taxes or country specific regulatory obligations are the responsibility of the Customer.
3.4 The Supplier will require a 25% deposit to be paid prior to commencement of work on account of fees likely to be incurred.
3.5 Once the web site has been coded and created all web site feedback, alterations and amendments must be sent to The Supplier within 28 days. If we do not receive these details then the final payments will be issued irrespective.
3.6 Additional features to web sites, including extra database services, specific hosting requirements, animations that are not included in the quotation are subject to surcharge. In the event a feature is required which has not been included in the quotation The Supplier will give notice prior to implementation and seek acceptance of the surcharge. The cost will be added to the final invoice unless the amount exceeds £500: in this case an interim 50% invoice shall be issued with payment due before completion; the remaining 50% will be added to the final invoice. Failure to apply such charges does not constitute a waiver of the option to charge.
3.7 Site hosting is chargeable per annum, paid in advance. The commencement date is the date on which the web site is put into the live environment; regardless of whether this is for testing purposes or otherwise. The Supplier reserves the right to amend charges for site hosting.
4 CUSTOMER’S OBLIGATIONS
4.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:
4.1.1 co-operate with the Supplier;
4.1.2 provide the Supplier with any information reasonably required by the Supplier;
4.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services; and
4.1.4 comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.
4.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 4.1.
4.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the services agreed to in the Service Specification, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the services contracted for as set out in the Service Specification, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
4.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
4.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project;
4.4.2 if applicable, the timetable for the project will be modified accordingly;
4.4.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
5 ALTERATIONS TO THE SERVICE SPECIFICATION
5.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties.
5.2 The Customer may at any time request alterations to the Service Specification by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
5.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
5.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
6.1 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
6.2 Without prejudice to Clause 6.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by the Supplier.
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer's breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any services provided by the Supplier in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party, including any claims arising from content either text, graphic, image, audio, or video.
8 LIMITATION OF LIABILITY
8.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Customer to which the claim relates.
8.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
8.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
8.4 In no event shall the supplier be liable for the copyright/patent infringements on all forms of media, including images, audio & video, supplied by the customer. The supplier will assume that any form of media supplied by the customer for use is wholly owned by the customer, or has express permission to use them, or has the legal right to use them. If there is an infringement on the copyright/patent of all forms of media supplied by the customer, it is the customer who is liable to pay all costs and penalties incurred.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
9.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
9.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
9.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
9.4 the other party ceases to carry on its business or substantially the whole of its business; or
9.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
10 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties. This expressly does not include intellectual property rights of any trademark or logo owned by the Customer or created on behalf of the Customer.
11 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
12 INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement.
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
17 ADDITIONAL SERVICES / TERMS
17.1 The Supplier cannot guarantee 100% service availability on site hosting. Where this is a requirement, third party organisations will be used. No guarantees of service can be made by The Supplier on behalf of the host. If special requirements / guarantees of service are required then please contact info@arcadiaITS.co.uk and we shall do our best to find a company to match the requirements. Any guarantees of service are made between the Hosting Company and The Customer; The Supplier cannot offer or enforce any such agreement. Any excess charges relating to the amount of traffic generated by The Customer’s web sites are fully payable by The Customer.
17.2 The Supplier will not be held responsible for the failure in any of the services provided by a third party to The Supplier for The Customer, this may include but is not restricted to web site hosting, internet promotions, third party multimedia provisions.
17.3 All completed web sites become the property of The Customer, subject to all accounts being paid, with the following restrictions on use:
17.3.1 Only one instance of a web site can be made available on the World Wide Web or any Intranets / Extranets unless a licensing agreement has been reached;
17.3.2 Database Connection strings will not be divulged to the client due to security risks. (These strings would in any event need amending if the site was to be moved to an alternative host / server);
17.3.3 No portion of the coding can be copied / duplicated or redistributed in any form electronic or otherwise unless a licensing agreement has been reached; please note that upon request web site files and database structure and content can be provided via electronic mail, or on CDR media (includes a surcharge). These files can then be used to install the web site on another suitable server of another company subject to their being only one instance of the web site being available on the World Wide Web or any Intranets / Extranets unless a licensing agreement has been reached. Unless otherwise agreed such files will not include any Content Management System or administration panel to amend the web site which remains the property of The Supplier.
17.4 In the event of a problem with your web site, The Supplier will endeavour to solve the discrepancy as quickly as possible. Please email firstname.lastname@example.org and describe any problems that you may be experiencing. The Supplier cannot accept responsibility for any loss either monetary or otherwise due to web site failure or misuse.
17.5 All data and information stored in an online database remains the property of The Customer along with any rights associated.
17.6 All web sites are built to be compatible with Internet Explorer 6 and above, web sites are also compatible with Opera and Mozilla, however advanced features may not be supported.
17.7 All websites are built for optimal viewing in either 800 x 600 pixel or 990 x 750 pixel resolution.
18 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
19 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
20 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of the United Kingdom and the parties hereby submit to the exclusive jurisdiction of the British courts.