delivery: will supply good and services subject to the terms and conditions set out below.
warranty: warrants that services will be carried out in accordance with this agreement with reasonable skill and care by suitably qualified and experienced personnel
no other warranties: the above warranties are 101010 digital' only warranties and no other warranty or condition, express or implied, will apply. client's statutory rights as a consumer (if any) are not affected by these terms and conditions.
taxes: rates, prices and charges exclude value added or similar taxes, which will be charged at the rate in effect on the date of invoice.
price increases: 101010 digital shall have the right to increase prices due to
hourly rate: all 101010 digital services are based on hourly rates the services provided unless expressly stated. should the number of hours quoted exceed the number of hours estimates 101010 digital reserves the right to charge for the additional hours used in all circumstances.
expenses: where 101010 digital incurs expenses these will all be passed onto the client at 115% of all costs incurred. client approval will be sought if expenses are over £500.
due date of payment: client will pay for the services in advance, or within 28 days from the date of invoice provided client maintains a satisfactory credit arrangement with 101010 digital. failure to make payment by the due dates will entitle 101010 digital to stop work and/or withhold services until such time as due payment is received. 101010 digital may levy a charge for resumption of services.
monthly payment: 101010 digital retain the right to charge for time on a monthly basis irrespective of the stage payments agreed in the schedule.
interest: 101010 digital exercises its statutory right to charge interest at the bank of england plus eight percent (8%) on all late payments. for more information please go to http://www.payontime.co.uk
credit arrangements: if client fails to maintain a satisfactory credit arrangement with 101010 digital
queries on invoices: queries on invoices are only accepted if raised within ten (10) days of the invoice date
the client’s obligations are:
personal injury & death: 101010 digital will indemnify client for personal injury or death caused by the negligence of its employees in connection with the performance of their duties hereunder.
delay: while 101010 digital shall use reasonable commercial efforts to meet delivery times, client's only remedy for unreasonable delay in delivery will be the right to terminate this agreement after service of notice of breach as set out below.
other exclusions: save in respect of claims for death or personal injury arising from 101010 digital' negligence, in no event will 101010 digital be liable for any damages resulting from loss of data or use, loss of revenue, lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission of 101010 digital, whether such damages were reasonably foreseeable or actually foreseen.
maximum liability: except as provided above in the case of personal injury, death, and damage to tangible property, 101010 digital' maximum liability to the client for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise) will be for direct costs and damages only, and will be limited to the sum equivalent to the price paid to 101010 digital for the services that are the subject of client's claim.
general: all liability that is not expressly assumed in this agreement is hereby excluded. these limitations will apply regardless of the form of action, whether under statute, in contract, tort, including negligence, or any other form of action. for the purposes of this clause, “101010 digital” includes its employees, sub-contractors and suppliers. client acknowledges that 101010 digital has been appointed as the agent of its employees, sub-contractors and suppliers to agree the provisions of this clause on their behalf.
effective date: all agreements governed by these terms and conditions shall be effective once the agreement has been signed by both parties or agreed in email communication and shall remain in effect for the period specified in the schedule.
termination on notice: notwithstanding the preceding sub-clause, all contracts for the supply of services on a time and materials basis may be terminated by either party giving to the other 180 days notice of termination in writing.
termination for breach: if either party is in breach of any of its material obligations under these terms and conditions, and such failure is not remedied within 28 days after written notice to remedy, the other party may terminate this agreement.
termination for insolvency: either party may terminate this agreement if the other becomes insolvent or unable to pay its debts as they fall due, or if an application is made or resolution is passed for its winding up other than for the purposes of reconstruction, or if a receiver, liquidator or similar officer is appointed to handle the other's affairs, or if any other event of a substantially similar nature takes place.
consequences of termination: termination of this agreement for any reason shall not affect any of the rights of the parties accrued prior to the date of such termination.
copyright: the copyright in original work produced by 101010 digital rests with 101010 digital.
payment: on payment by the client of the relevant fees and costs in full the copyright is deemed to have been assigned to the client solely for use on the medium in which it was implemented by 101010 digital as described in the: schedule of work, client sign off or similar documentation. for digital work the medium of implementation is the specific server or hosting facility that work was created on which to be implemented.
additional fees: 101010 digital reserves the right to charge the client additional fees and or royalties to use the original work for any purpose or media.
intellectual property: the copyright and any other intellectual property right in original work produced by 101010 digital rests with 101010 digital.
source code - all copyright and rights to the source code in any software developed by 101010 digital (including without limitation sql, .net, flash, asp, java, visual basic or any other development language) belongs to 101010 digital.
each party (‘the receiving party’) undertakes that for a period of three years from the date of disclosure it will treat the other party’s (‘the disclosing party’s) information marked 'confidential' or which from its very nature is obviously confidential with the same degree of care as it employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices.
the receiving party will not intentionally disclose the disclosing party’s confidential information to third parties other than those of its employee's, consultants and sub-contractors who need to have such information for the purposes of this agreement, and shall ensure that such recipients shall be bound by the same confidentiality obligations as are set out in this clause.
this undertaking does not extend to information which was already known to the receiving party prior to disclosure, which is or becomes public knowledge, or which is disclosed by the disclosing party to a third party without any obligations of confidentiality, nor shall it be interpreted as preventing the receiving party from using general technical know-how acquired as a result of its activities pursuant to this agreement provided that there is no breach by the receiving party of this clause.
101010 digital is committed to ensuring the highest standards of practice in all of its activities, including the protection of privacy and confidentiality. all personal information is collected, held and used in compliance with the data protection act 1998.
client shall have no claim to unlimited use of the email addresses that are the subject of the marketing services provided by 101010 digital with the following exceptions:
101010 digital shall not use the email addresses provided by the client except as directed by the client
definitions: the term “service(s)” is confined to those services referred to in the schedule or supplied by 101010 digital in connection with this agreement.
force majeure: 101010 digital is not responsible for delay or failure to perform due to causes beyond its reasonable control, including but not limited to, fire, flood, act of god or insolvency of subcontractors or suppliers or inability to obtain products, licences or services from third party suppliers.
assignment: client will not assign or transfer any of its rights or obligations under these terms and conditions without the written consent of 101010 digital, which consent shall not be unreasonably with-held in the case of a credit-worthy third party and provided that any software-licence transfer fees have been paid.
entire agreement: all documents referred to in the schedule will be considered incorporated herein and are available from 101010 digital upon request. this agreement embodies the entire understanding between the parties relating to the services and in the absence of fraud 101010 digital shall have no liability arising out of any representations, promises, terms, conditions or obligations oral or written express or implied other than those contained herein.
site access forms: any client site access requirements shall not be enforceable to either increase the obligations or liabilities or reduce the rights of 101010 digital, its employees, or subcontractors under these terms and conditions.
amendments: all amendments to this agreement shall be in writing and signed by a director of each of the parties.
relationship between parties: neither party is authorised to hold itself out as the agent, partner or representative of the other, nor to enter into any binding commitment on behalf of the other.
waivers: no waiver by either party of any term hereof shall constitute a waiver of any such term in any other case whether prior or subsequent thereto.
interpretation: the headings set out in this agreement shall not be used in interpreting this agreement. if any of the provisions of this agreement are held by a court or other tribunal to be non-enforceable, the remaining provisions shall remain in effect.
notices: all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given: at the date and time shown on a signed delivery receipt, if delivered by courier or other messenger during normal business hours of the recipient; when sent, if transmitted by fax and a successful transmission report is generated, or on the [third] business day following mailing, if mailed by ordinary mail, postage pre-paid, in each case addressed to the most recent address or facsimile number notified to the other party.
law: each party hereby irrevocably agrees that the courts of england shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or relating to this agreement or breach thereof, and that the laws of england shall govern such controversy or claim, save that 101010 digital shall have the right to sue to recover its fees in any jurisdiction in which client is operating or has assets. if any provision of this agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable such provision shall be struck out and the remainder shall stand in full force and effect.