1 DEFINITIONS
The following expressions shall have the following meanings:
1.1 “The Company” means Flok, a trading name of IT Genetics Limited, Suite J Edinburgh Road Newmarket CB8 0QE;
1.4 “Services” means the consultancy services as described in the Proposal;
1.5 “Contract and Terms and Conditions” means the terms and conditions of supply of Services as set out in this document and any terms and conditions agreed in writing by the Company;
1.6 “Agreement” means the contract between the Company and the Client for the provision of the Services incorporating this Contract and Terms and Conditions;
1.7 “Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other Intellectual Property Right recognised in any part of the world whether or not presently existing or applied for;
1.8 “Arbitrator” is the party nominated to resolve a dispute between the Company and the Client.
2 GENERAL
2.1 This Contract and Terms and Conditions comprises the Agreement for the supply of Services by the Company to the Client and shall supersede any other documentation or communication between parties.
2.2 Any variation to this Contract and Terms and Conditions must be agreed in writing by the Company.
2.3 Nothing in this Contract and Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Company may be entitled in relation to the Services, by virtue of any statute, law or regulation.
3 PROPOSAL
3.1 The Proposal for Services is attached to this Contract and Terms and Conditions.
3.2 The Proposal for Services shall remain valid for a period of 14 days.
3.3 The agreement between the Company and the Client, incorporating this Contract and Terms and Conditions, shall only come into force when the Company confirms acceptance in writing to the Client.
4 SERVICES AND DELIVERY
4.1 The Services are as described in the Proposal.
4.2 Any variation to the Services must be agreed by the Company in writing.
4.3 The Services shall commence on receipt of confirmation from the Client and continue until terminated by either party giving not less than 1 month notice in writing or unless terminated according to the terms of this Contract and Terms and Conditions.
4.4 The Services shall be carried out at the place of work of the Company or the Client or any other location that the Company deems appropriate.
4.5 Dates given for the delivery of Services are estimates only and not guaranteed. Time for delivery shall not be of the essence of the Agreement and the Company shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery.
4.6 Hosting. The Company endeavours to supply clients with a fully operational web / email service 99% of the time. Sometimes it is not possible for a number of reasons outside of the Company’s power to rectify. For example: power outage, IP or domain blacklisting, hacking, spamming or network issues. The Company does not offer business critical hosting to clients – i.e timescales to rectify. This means that should an issue arise that renders email or web unavailable for a period of time – the Compacny cannot be held responsible for loss of business as a result. The Company will endeavour to rectify faults and issues in a timely manner and keep the client informed of the situation.
5 PRICE AND PAYMENT AND DELIVERY
5.1 The price for Services is as specified in the Proposal and is inclusive of any other charges as outlined in the Proposal.
5.2 All direct costs and expenses incurred by the Company in connection with the provision of the Services will be re-charged at cost or according to standard charges as itemised in the Proposal and are payable by the Client on production of the appropriate receipts. Any unexpected costs will be notified and agreed in advance.
5.2.1 The company does not guarantee the storage or retention of any design files, plans, or project-related documents once a project is completed. It is the client’s responsibility to retain copies of any relevant files for their own records. The company reserves the right to retain, reuse, delete or dispose of such files at its discretion after project completion.
5.3 The Client must settle all payments for Services within 14 days from the invoice date.
5.4 The Client will pay interest on all late payments at the rate of interest that is payable for the time being on judgment debts.
5.5 The Company is also entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to the Company is late.
5.6 The Client is not entitled to withhold any monies due to the Company.
5.7 The Company is entitled to vary the price to take account of:
5.7.1 any additional Services requested by the Client which were not included in the original Proposal;
5.7.2 any additional work required to complete the Services which was not anticipated at the time of the Proposal and this shall be notified and agreed in advance;
5.7.3 any reasonable increase in hourly rate, if applicable;
and any variation must be notified and agreed in advance to the Client in writing by the
Company.
5.8 The Company shall be responsible for the payment of National Insurance contributions as a self-employed person and for the payment of any Income Tax, VAT or other liabilities arising out of remuneration for providing the Services.
5.9 The company normally sets payment stages for items with value over £500. The initial payment is normally at the time of confirming booking of availability, the middle stage(s) at agreed landmark(s) and the final pament is prior to work being set live.
5.9.1 As set out in the terms the client should be responsible for providing the company with all relevant materials required and agreed by the client. It is also the responsibility of the client to check the product. If for any reason the timescale increases due to the clients other commitments, the company is obliged to send an invoice for the balance after 60 days. On receipt of payment, the company will still complete the work agreed in the estimate to the new agreed timescales.
6 CLIENT OBLIGATIONS
6.1 The Client agrees to cooperate with the Company and shall provide any support, information and facilities to the Company as may be required.
7 COMPANY OBLIGATIONS
7.1 The Company shall supply the Services as specified in the Proposal.
7.2 The Company shall perform the Services with reasonable skill and care and to a reasonable standard and in accordance with recognised codes of practice.
7.3 The Company shall have the authority to delegate any obligations to other employees or subcontractors but undertakes to notify the Client of any significant changes to personnel.
8 CONFIDENTIALITY
8.1 The Company shall keep secret and confidential all information relating to the business or affairs of the Client, the Clients subsidiaries and the Client’s customers.
9 INTELLECTUAL PROPERTY RIGHTS
9.1 The Company shall take all reasonable steps to ensure that they, or others to whom work has been delegated, refrain from causing damage to the Intellectual Property Rights belonging to the Client.
9.2 The Client shall not distribute any Intellectual Property Rights belonging to the Company to any third party without the written consent of the Company.
9.3 Any Intellectual Property Rights created as a result of the Services shall belong to the Company unless provision has been made to the contrary in the Proposal.
9.4 The Company grants the Client a non-transferable sole limited licence, which may not be sub-licensed, in relation to any Intellectual Property Rights created as a result of the Services, unless provision has been made to the contrary in the Proposal or by agreement between the Client and the Company. The licence is limited to use of the Intellectual Property Rights created as a result of the Services in the UK only, unless provision has been made to the contrary in the Proposal.
9.6 At the end of the project, the company will supply the client with the completed item, be that a file or physical product. The company retains the ownership of all working files that went toward the creation of the finished output and do not constitute part of the agreement, unless provision has been made to the contrary in the proposal.
9.7 The Company will not enquire into whether any Intellectual Property, created as part of the Services, may infringe the legal rights of others. The Client takes sole responsibility for investigating whether any Intellectual Property created by the Company as part of the Services, infringes the rights of others. It is the client’s responsibility to ensure that all images, copy and content for the website is not subject to licensing or copyright. If in doubt, the content should be removed from the website and alternatives should be sought. It is always best to use your own images and videos or to source and license your own images unless it is clear that the iamges are copyright free.
9.8 The Client shall indemnify the Company against all proceedings, actions, claims, demands, costs (including legal costs), charges, expenses and any other liabilities arising from or incurred by reason of any infringement or alleged infringement of any third party’s Intellectual Property Rights, through use, by or on behalf of the Client of Intellectual Property rights created as a result of the Services provided by the Company, provided that any such infringement or alleged infringement is not knowingly caused by, or contributed to by, any act of the Company.
10 TERMINATION
10.1 The Agreement shall continue until the Services have been provided in satisfaction of the Proposal or any date as mutually agreed in writing by both parties or until terminated by either party in accordance with this Contract and Terms and Conditions.
10.3 The Company may terminate the Agreement if the Client has failed to make over any payment due within 14 days of the sum being requested.
10.4 Either party may terminate the Agreement by notice in writing to the other if:
10.4.1 the other party commits a material breach of this Contract and Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
10.4.2 the other party commits a material breach of this Contract and Terms and Conditions which cannot be remedied under any circumstances; or
10.4.3 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; or
10.4.4 the other party ceases to carry on its business or substantially the whole of its business; or
10.4.5 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.
10.5 In the event of termination the Client must make over to the Company any payment for work done and expenses incurred up to the date of termination.
10.6 The company reserves the right to remove or suspend services until outstanding debts have been settled satisfactorily.
10.7 Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.
11 WARRANTY
Both parties warrant their authority to enter into this Agreement and have obtained all necessary approvals to do so.
12 LIMITATION OF LIABILITY
12.1 The Company shall not be liable under any circumstances to the Client or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Client howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.
12.2 Nothing in this Contract and Terms and Conditions shall exclude or limit the liability of the Company for death or personal injury, however the Company shall not be liable for any direct loss or damage suffered by the Client howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the sum insured under the professional indemnity insurance policy held by the Company in the insurance year in which the Clients claim is first notified.
13 INDEMNITY
The Client shall indemnify the Company against all claims, costs and expenses which the Company may incur and which arise directly or indirectly from the Clients breach of any of its obligations under this Contract and Terms and Conditions.
14 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, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
15 ASSIGNMENT
The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Company.
16 RELATIONSHIP OF PARTIES
Nothing in the Agreement shall be construed as establishing or implying a partnership or joint venture between the parties or suggest that either of the parties are agent for the other. It is important to note that the company is not working exclusively for the client and is free to work on other projects simultaneously and when necessary give those clients a resource priority if required.
17 THIRD PARTY RIGHTS
Nothing in this Contract and Terms and Conditions intend to or confer any rights on a third party.
18 SEVERANCE
If any term or provision of this Contract and Terms and Conditions 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 hereof shall continue in full force and effect as if this Contract and Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
19 WAIVER
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.
20 NOTICES
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Proposal 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.
21 ENTIRE AGREEMENT
This Contract and Terms and Conditions supersede any previous agreements, arrangements, documents or other undertakings either written or oral.
22 GOVERNING LAW
This Contract and Terms and Conditions shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.
