Bleckfield
Standard Terms and Conditions | Web Hosting Terms and Conditions
Web Design Services
Agreement
This Agreement is between Bleckfield Limited and (Client)
the Customer referred to in the Schedule.
1. Consulting Services
1.1. Bleckfield Limited will provide consulting services to the Customer relating to the creation or modification of a Website. The specific nature of the services to be provided by Bleckfield Limited will be as specified in the Schedule ("the Services"). Subject to any lawful restraint imposed upon it by any other party (such as an obligation as to confidence), Bleckfield Limited will make available to the Customer all knowledge, information and expertise in its possession in performing the Services. If the Customer wishes Bleckfield Limited to perform any services other than those specified in the Schedule (including without limitation to provide any additional functionality) or to provide further or other Products or software, then Bleckfield Limited shall be entitled to quote the Customer separately for the provision of those services or the provision of those products or software. If the Customer accepts that quotation then the provisions of this Agreement will apply to the provision of those additional services, products or software.
1.2. Unless otherwise agreed in writing by the parties, the term of this Agreement will commence on the date specified in the Schedule.
1.3.
Unless specifically stated as a fixed price
quote, any cost estimates that are or have been given by Bleckfield Limited are
estimates only. Actual time spent and
Products supplied may be used as the basis for billing.
2.
Products
Bleckfield Limited may also supply the Customer with Products (as ordered by
Customer and agreed by Bleckfield Limited) from time to time. In the context of this Agreement,
"Products" means any hardware and/or third party software provided to
the Customer by or on behalf of Bleckfield Limited pursuant to this Agreement.
3.
Reporting and Meetings
The Customer shall make its employee (specified in the Schedule or such other
person as the Customer shall nominate in writing) (the "Customer
Contact") available to meet with Bleckfield Limited when reasonably
required by Bleckfield Limited for the purposes of discussing the status of the
Services. Bleckfield Limited will meet
regularly with the Customer Contact (by remote communication facility if
necessary) and report to the Customer on the status of the Services.
4. Consulting
Rates, and Other Expenses
4.1. Bleckfield Limited will provide Services to the Customer and will be entitled to charge the Customer for such Services at the rates specified in the Schedule.
4.2. Bleckfield Limited shall be entitled to provide the Services remotely from its own premises and will not be required to attend the Customer's premises. If Bleckfield Limited is required to attend the Customer's premises for any reason pursuant to this Agreement, the Customer will reimburse Bleckfield Limited for reasonable transport and/or accommodation expenses incurred by Bleckfield Limited in doing so. However this does not include transport or accommodation expenses where the Customer's premises are located within 20 miles of Bleckfield’s.
4.3. The Customer authorises Bleckfield Limited to obtain access to the Customer's computing facilities referred to in the Schedule (the "Facilities") using the remote means of access referred to in the Schedule ("Means of Access") and subject to any Restrictions on Access set out in the Schedule, for the purposes of providing the Customer with Services.
4.4. Bleckfield Limited will not use the Means of Access (or any other methods of remote access) to access the Facilities for any purpose other than to provide the Services. However, Bleckfield Limited shall be permitted to gain remote access to the Facilities for lawful purposes using any publicly available means (such as the World Wide Web), which do not require special authorization.
4.5. Bleckfield Limited will take the following steps to ensure the security of the Facilities (insofar as the use of Bleckfield Limited's systems and the Means of Access are concerned):
4.5.1. ensuring that no passwords are stored in easily recognizable form on Bleckfield Limited's own systems in circumstances where a breach of Bleckfield Limited's own internal security may reveal them;
4.5.2. ensuring that only those employees and contractors of Bleckfield Limited who are required to access the Facilities using Bleckfield Limited's systems and the Means of Access are able to do so;
4.5.3. ensuring that the Facilities are not capable of being accessed by a system or user, which transits Bleckfield Limited's own systems, except as permitted by this Agreement.
4.6. The Customer indemnifies Bleckfield Limited against any loss or damage arising directly or indirectly from any unauthorized use of the Facilities to which Bleckfield Limited has been granted remote access, provided that such unauthorized use has not arisen as the result of any material breach by Bleckfield Limited of its own obligations under Clause 10 of this Agreement.
4.7. The Customer will also reimburse Bleckfield Limited for all expenses incurred by Bleckfield Limited on the Customer's behalf or in carrying out its obligations under this Agreement.
4.8. The Customer will pay Bleckfield Limited for the cost of any Products (including any licensing that Bleckfield Limited is required to pay to obtain a sub-license in favour of the Customer for any third party software) together with Bleckfield Limited's own charge that it levies for handling and/or obtaining any relevant sub-licenses.
5. Payment of Invoices
5.1. Bleckfield Limited will be entitled to invoice the Customer on an interim basis at least monthly for progress payments for any Services performed or Products supplied during the previous month (or during any earlier period which has not previously been invoiced) together with such expenses as the Customer is required to reimburse Bleckfield Limited. Such invoices shall contain such information and detail as the Customer may reasonably require to permit the Customer to account for the Services and Products (for instance, by attaching copies of any time sheets) reasonably prescribed by the Customer.
5.2. If the Customer fails to pay any invoice by the due date for payment, then without prejudice to Bleckfield Limited's rights under this Agreement:
5.2.1. All goods remain the property of Bleckfield Ltd until paid for in full
5.2.2. Notification of queries and or complaints must be notified verbally and writing within seven days of receipt of goods / service
5.2.3. All overdue amounts will be charged at a rate of 8% p.a. above the Bank of England rate and subject to a late payment fee of £40.
6.
Confidentiality
Bleckfield Limited will not disclose to any third party or use other than for
the purposes of this Agreement any knowledge or information imparted to or
obtained by it during or in connection with the fulfilment of this Agreement
which is of a secret or confidential nature relating to the business,
equipment, processes relating to the equipment, the products, services, process
or business strategies offered or employed by the Customer. This obligation of confidence will cease to
apply in relation to information that Bleckfield Limited is required to
disclose by any law, or which becomes part of the public domain other than as
the result of a breach by Bleckfield Limited of its obligations of confidence
under this Agreement.
7.
Intellectual
Property
7.1. Unless otherwise agreed in writing by Bleckfield Limited, the copyright and all other rights relating to any software provided to the Customer by or on behalf of Bleckfield Limited pursuant to this Agreement (the "Intellectual Property") will remain the property of Bleckfield Limited or where applicable its licensors.
7.2. Upon payment in full for the Services provided by or on behalf of Bleckfield Limited pursuant to this Agreement, Bleckfield Limited grants the Customer a non-exclusive and non-transferable perpetual license to use the Intellectual Property for the Customer's own business purposes, and in the case of the third party software, will obtain a sub-license in favour of the Customer in similar terms.
7.3. Bleckfield Limited warrants to the Customer that to the best of its knowledge, it has the right to grant the licenses referred to in this Agreement, and the use by the Customer of any software provided by Bleckfield Limited will not infringe the rights of any third party.
7.4. Bleckfield Limited also grants the Customer the right to copy the Intellectual Property for the purposes of staff and subcontractor education and system backups. However, the Customer must not copy any of the Intellectual Property for any other purposes.
7.5. The Customer must not de-compile, disassemble, decrypt, extract or otherwise reverse engineer any part of any software that is provided to the Customer by Bleckfield Limited without Bleckfield Limited's prior written consent.
7.6. The Customer must hold any software (in source and/or in object code) and other materials provided to the Customer by Bleckfield Limited confidential. The Customer must not disclose any of those materials to any third party without Bleckfield Limited's prior written consent. The Customer must also take all reasonable steps within its power to protect the Intellectual Property of Bleckfield Limited.
8.
High
Risk Activities
None of the software or the Products provided pursuant to this Agreement is
designed or intended to be fault-tolerant or designed or intended for use as or
for use where their failure or malfunction could lead to death, personal
injury, or economic, physical or environmental damage ("High Risk
Activities"). The term "High
Risk Activities" includes but is not limited to on-line control equipment
in hazardous environments requiring fail-safe performance (such as in the
operation of nuclear facilities, aircraft navigation or communications systems,
air traffic control, direct life support machines, weapons systems, banking or
financial control or reporting systems, or security systems). The Customer
warrants that it will not use, distribute or resell any of the Products or the
software for any High Risk Activities and that it will ensure that permitted
end-users of such Products or software are provided with a notice in the form set
out in this Clause. The Customer will
indemnify Bleckfield Limited for any loss, cost, damage or third party claim
arising from the Customer's use of any of the Products in High Risk Activities
or from any breach by the Customer of this clause.
9.
Liability
9.1. Except for express undertakings to indemnify and any warranties set out in this Agreement:
9.1.1. To the extent permitted by the law, Bleckfield Limited expressly excludes all conditions and warranties whether express or implied.
9.1.2. Notwithstanding any other provision in this Agreement, in no event will Bleckfield Limited be liable to any party including the Customer for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this Agreement (including for loss of profits, use, data, or other economic advantage), however it arises, whether for breach of this Agreement or in tort, and even if Bleckfield Limited has been previously advised of the possibility of such damage. Further, liability for such damages shall be excluded, even if inclusive remedies provided hereunder fail their essential purpose. The Customer will indemnify Bleckfield Limited and keep it indemnified from and against any claims by any third party for or in respect of such damages.
9.2.
Certain provisions relating to the trading of
goods and services and other statutes, rules and regulations in
9.3. in the case of Products or software or other goods supplied by Bleckfield Limited, at Bleckfield Limited's option:
9.3.1.
the replacement or repair of those Products or
software or goods, or the supply of equivalent goods; or
the payment of the cost of replacing or repairing the Products or software or
goods or of acquiring equivalent goods; and/or
9.3.2.
in the case of Services, at Bleckfield Limited's
option:
supplying the Services again; or
the payment of the cost of having the Services supplied again.
9.4. The Customer is solely responsible for the proper backup and protection of all of its software and data, as well as the implementation and maintenance of firewalls and security measures (including proper virus control) in relation to the Facilities.
10.
Assistance
and Facilities
The Customer will provide Bleckfield Limited with all reasonable assistance and
facilities free of charge (including without limitation of the Means of Access
and the other Items referred to in the Schedule, office facilities, and liaison
with the necessary officers and employees of the Customer) in order to permit
Bleckfield Limited to efficiently provide the Services.
11.
No
Poaching
The Customer undertakes to Bleckfield Limited that it will not for a period of
two years from the termination of this Agreement entice away or endeavour to
entice away from Bleckfield Limited any employee of Bleckfield Limited. The Customer acknowledges that the
prohibition and restriction contained in this clause are reasonable in the
circumstances and necessary to protect the business of Bleckfield Limited.
12.
Agreement
Non-exclusive
The Customer acknowledges that Bleckfield Limited is providing Services to the
Customer on a non-exclusive basis and that Bleckfield Limited may provide
services of the same or a similar nature as the Services to any other
party.
13.
Termination
13.1. This Agreement may be terminated in the following circumstances:
13.1.1. By either party by giving the other party thirty (30) days notice in writing to that effect;
13.1.2. Immediately by Bleckfield Limited by notice in writing if the Customer fails to remedy a breach of this Agreement (including any provision as to payment) within fourteen (14) days of receipt of a notice from Bleckfield Limited of such breach requiring it to do so; or
13.1.3. By either party immediately by notice in writing if the other party takes any corporate action or other steps are taken or legal proceedings are started (and are not withdrawn, discontinued or struck out within twenty-one days) for its winding up, liquidation or dissolution (other than for the purposes of reconstruction) or the appointment of an administrator, receiver, receiver and manager, official manager, Liquidator, provisional Liquidator, trustee or similar office of it or of any or all of its revenues and assets ("Insolvency Event"), and such Insolvency Event remains in existence in respect of such party as the time of service of the Notice.
13.2. On termination of this Agreement however occurring, all moneys unpaid by the Customer pursuant to this Agreement will immediately become due and payable. If such moneys remain unpaid for a period of thirty days then (without prejudice to any other rights that Bleckfield Limited may have for breach of this Agreement or otherwise) Bleckfield Limited will be entitled to retake possession of the Products and to disable any software provided pursuant to this Agreement (including by remote means).
13.3. The Customer's obligations (including any obligations to indemnify) under clauses 11, 18 to 23 inclusive (Intellectual Property), 24 (High Risk Activities), 25 to 27 inclusive (Liability), and Bleckfield Limited's obligations under clause 17 (Confidentiality) shall survive the termination of this Agreement for whatever reason.
14.
General
14.1. Any notice required or contemplated by this Agreement shall be deemed to have been duly given if it is in writing, properly addressed and delivered personally or mailed by registered or certified mail, postage prepaid addressed or by fax or electronic mail to the Customer or Bleckfield Limited at the address set out in the Schedule or this Agreement or such other address nominated by a party in writing.
14.2. The Customer may not assign any of its obligations under this Agreement without the prior written consent of Bleckfield Limited. However Bleckfield Limited may arrange for subcontractors to perform any of Bleckfield Limited's obligations under this Agreement.
14.3. Bleckfield Limited will not be liable to the Customer or to any third party for any non-performance or delay in the performance of its obligations under this Agreement, if events or conditions beyond its reasonable control cause the non-performance or delay and Bleckfield Limited gives the Customer prompt notice thereof. In no event will this provision affect Customer's obligation to make payments to Bleckfield Limited under this Agreement except in respect of Services that are unable to be performed by Bleckfield Limited, until they can be performed.
14.4. A failure, delay, relaxation or indulgence by either Party in exercising any right, power or privilege conferred on the Party by this Agreement shall not operate as a waiver of the power or right. A single or partial exercise of any right, power or privilege hereunder does not preclude the further exercise of the same right or the exercise of any other right hereunder. A waiver of a breach does not operate as a waiver of any other breach.
14.5. If any part of this Agreement is held by a court of competent jurisdiction to be invalid, then;
14.5.1. Where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result; and
14.5.2. In any case the offending provision must be severed from this Agreement the remainder of this Agreement shall continue in full force and effect unless such reading down or severance affects the basic nature of this Agreement.
14.6.
This Agreement shall be governed by and must be
construed in accordance with the laws of
15.
Deposit
A 50% deposit of the Estimated Project Cost is required before development will
proceed.
16.
OUR
PROMISE
Bleckfield offers a 100% Satisfaction Guarantee if your website is not
developed to your complete satisfaction.
Should our work not meet your immediate satisfaction, we will work with you on
correcting or amending all areas (within the original website specification)
necessary until you are completely satisfied at no extra cost to you.