1.1 “Agreement” means the entire agreement between us, including these terms and conditions, any supplemental terms and conditions, any Services Agreement(s) and any project plans, designs, specifications provided by Me and approved by You.
1.2 “Approval” means your approval of any plans, designs, specifications or any other document which requires your agreement before it is implemented.
1.3 “Client”, or “You” means the person or organisation who places the order for the Services.
1.4 “Completion of Services” means the date when I have delivered the Services to You, or when the Services are ready to be delivered. Where the Services include multiple items which can be delivered separately, each item shall have its own completion date.
1.5 “Materials” means any text, photographs, graphics, designs or other material required for the creation of the Web Site.
1.6 “Primary Contact” means the person who signs (or otherwise approves in writing) a Services Agreement, or other person authorised by You.
1.7 “Services Agreement” means the document specifying what work will be done by Me for You.
1.8 “Services” means the services provided by Me, as specified in the Services Agreement, or as otherwise agreed in writing.
1.9 “Supplier”, “I” or “Me” means Mark Rowatt Anderson of Bay House, Findhorn, Forres IV36 3YU.
1.10 “Work” means any deliverables resulting from the Services.
2.1 I will provide Services to You as specified in the Services Agreement, or as otherwise agreed between us in writing and will provide the Services in a competent and professional manner, in compliance with all applicable laws.
2.2 Where the Services Agreement specifies dates for completion of Work or provision of Services, I will endeavour to deliver the Services by these dates, provided that You supply any materials or approvals listed in the Services Agreement by the dates specified.
2.3 I may engage other people or organisations to assist Me in providing the Services, provided that I will remain responsible for the performance of the Services and that there will be no charges to You beyond those listed in the Services Agreement.
2.4 I do not warrant that the Services provided are free from defects or bugs. If You notify Me of any defects or bugs within 30 days of Completion of Services, I will use reasonable efforts to remedy such defects or bugs. After this time, any fixes will be at my sole discretion or provided as an additional chargeable service.
2.5 All Services are provided “as is”, without warranty of any kind, express or implied, save for such warranties explicitly given the Agreement.
3 Materials & Approvals
3.1 Where You are required to but do not provide Materials or Approvals by dates specified in the Services Agreement, I will deliver the Services as soon as practicable, but make no guarantee that the delay may not be substantially longer than your delay in providing the Materials or Approvals.
3.2 If the project is delayed because of a delay in You providing Materials or Approvals, or otherwise delaying my ability to complete the Services, payment for Services will still be due in full according to any timing specified in the Services Agreement or three months after I commenced work on the Services, whichever is later.
3.3 Once you have given your Approval to any plan, design, specification or other document or course of action, that Approval forms part of the Agreement. For the avoidance of doubt, any changes to the Agreement and approved designs or specifications will normally incur additional costs.
4.1 Fees for the Services will be listed in the Services Agreement. Unless otherwise stated
4.1.1 fees for Services which are billed hourly are payable monthly in arrears;
4.1.2 50% of fees for fixed price Services are due before I begin work on the Services, with the balance due when the Services are completed.
4.2 Expenses for any items requested by You and not specifically listed in the Services Agreement will be reimbursed by You. Such items include, but are not limited to, domain names, stock photography images, third party themes, designs or software.
4.3 If fees are payable in stages during the project, timing and amounts will be specified in the Services Agreement.
4.4 Unless otherwise specified, all fees must be paid in full before the Work is made public or otherwise put into general use and within 15 days of date of invoice for Services provided.
4.5 Any services requested by You which are not covered by a Services Agreement will be charged at £75/hour unless otherwise agreed in writing.
5.1 All Approvals must come from the Primary Contact.
5.2 Where I need to notify you of updates, changes or issues with the Web Site I will notify the Primary Contact. Unless agreed otherwise, the Primary Contact must notify any other people You wish to be notified.
5.3 Electronic mail will be acceptable for any notifications or Approvals which need to be in writing.
6 Copyright & Intellectual Property
6.1 Both parties warrant that they will not knowingly infringe upon or violate the intellectual property rights of any third party.
6.2 Any text, photographs, designs or other materials provided by You remain your property. You grant Me a license to use these materials for the provision of the Services.
6.3 Any text, photographs, designs, computer code or other materials provided by Me remain my property. I grant You a perpetual, non-exclusive license to use these materials for and only for the provision of the Services or for other uses specified in the Services Agreement.
6.4 Where the Services Agreement specifies that I am developing computer code as a specific, itemised part of the Services, I grant You a perpetual, non-exclusive license to use this code. For the avoidance of doubt, where I am providing a service such as a hosted web site, which may require Me to write computer code, such code is only licensed to you for the provision of the Services.
7 Term & Termination
7.1 The Agreement shall start on the date of the first Services Agreement between us and continue until it is terminated.
7.2 Unless terminated subject to the provisions of this Clause, the term of the Agreement shall end when I no longer provide Services to You.
7.3 Either party may terminate the Agreement by giving 30 days notice to the other party.
7.4 Where You terminate:-
(a) You will pay any outstanding fees or expenses immediately;
(b) any refunds will be at my sole discretion.
7.5 Where I terminate:-
(a) any Services paid for in advance will be refunded pro-rata to the extent that those services have not been provided;
(b) any Services which have been completed will be refunded at my sole discretion.
8.1 I will treat as confidential and not at any time disclose or permit to be disclosed any information which You state is confidential, unless:-
(a) such information is in the public domain other than by breach of the Agreement; or
(b) the information is obtained from a third party who is legally entitled to divulge the same; or
(c) I am required to do so by Law.
8.2 The provisions of this Clause shall survive termination of the Agreement.
9.1 Each party shall fully indemnify the other against any loss claim or damages including costs arising from any breach of this Agreement or any negligent or unlawful act or omission by that party. Both parties expressly exclude liability for loss of profit or business or revenue or goodwill or any consequential loss or damage (other than actual liability to third parties) suffered by the other or any third party as a result of the negligent action or inaction of that party.
9.2 No variation or alteration of the Agreement terms shall be valid unless approved in writing by both parties.
9.3 The Agreement shall be governed by Scottish law. The parties agree that in the event of any dispute the Scottish Courts shall have exclusive jurisdiction.
last updated May 2014