‘the Client’ means the company or person who contracts Artificial Art Ltd. to design and develop the Website and is identified as such on the Quotation and/ or the proposal.
‘the Content’ means any aspect of the on-screen appearance or presentation of the Website, including without limitation any visible reproduction in whole or in part of any Input Material, and any other features of the Website such as text, pictures, sound or moving images which are accessible to visitors to the Website.
‘the Contract’ means the agreement for provision of the Services to the Client comprising the Quotation/ Proposal, these Terms and Conditions, any Summary Sheet, any other document referred to in it. If the Contract is a verbal agreement, these Terms and Conditions are deemed to be part of it.
‘The Contractor’ means Artificial Art Ltd., registered in England and Wales under number 4067800.
‘Input Material’ means any material, data or information to be supplied by the Client in accordance with the Contract.
‘Intellectual Property Rights’ includes any original material, patent, copyright or trademark.
‘the Output Material’ means any material, data or information to be supplied by the Contractor in accordance with the Contract.
‘the Underlying Technology’ means any software (including source code) used to operate, host and maintain the Website on a computer server and to make the Content available via the Internet, or by which any Output Material is produced or which is necessary for its use, but not including the Content.
‘the Website’ means any Internet Website agreed to be developed by the Contractor for the Client pursuant to the Contract.
2. PROVISION OF THE SERVICES
2.1 The Contractor shall provide the Client with the Services, as set out in the proposal and any document or summary sheet referred to in it, or as otherwise agreed verbally between the Contractor and the Client.
2.2 The Client shall supply the Contractor in good time with all Input Material which is necessary for the Client to supply in order to enable the Contractor to provide the Services.
2.3 The Client must within 7 days of delivery of any Output Material notify the Contractor of any claim that the Output Material is unacceptable or that the work in question has not been carried out in accordance with the Contract, failing which it shall be deemed to have been accepted by the Client and to be in accordance with the Contract.
2.4 If the Client rejects any Output Material in accordance with paragraph 2.3, and the Contractor accepts that the Client is entitled to do so; the Contractor shall use its reasonable endeavours to correct it within a reasonable time.
3.1 Subject to any special terms agreed, the Client shall pay the Contractor’s standard charges and any additional sums which are agreed between the Contractor and the Client for the provision of the Services or which, in the Contractor’s reasonable opinion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client.
3.2 All charges quoted to the Client for the provision of the Services are exclusive of any Value Added Tax at the applicable rate from time to time, subject to receipt of a valid VAT invoice.
3.3 The Contractor shall be entitled to invoice the Client following the end of each month in which any part of the Services is provided, or at such other times as may be agreed with the Client.
3.4 The Charges shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within 30 days of the date of the Contractor’s invoice. Time of payment shall be of the essence of the Contract.
4. OWNERSHIP OF RIGHTS
4.1 All Intellectual Property Rights in any Input Material belong to the Client or to any third party providing the Input Material, and the Contractor shall be entitled to use any Input Material solely for the purposes of fulfilling its obligations under the Contract.
4.2 All Intellectual Property Rights in the Underlying Technology and any Output Material other than the Content belong or shall belong to the Contractor or its licensors.
4.3 In respect of any such Intellectual Property Rights belonging to the Contractor, the Contractor shall grant to the Client, subject to payment in full of the Charges, a non-exclusive, royalty-free license [during the term of the Contract] to the extent necessary for the purposes of using the Output Material and operating the Website, but so that the license will not extend to the use of the Underlying Technology or any such Output Material in any other medium.
4.4 The Client shall not be entitled to have access to or possession of the source code in respect of the Underlying Technology or any such Output Material.
4.5 The Client shall be responsible for obtaining from any third party licensor, paying for and maintaining in force any license in respect of any of the Output Material originating with any such third party licensor or required for the operation of the Website.
4.6 All Intellectual Property Rights in any of the Content (including preparatory design material for it, and any media containing or recording any part of it) which is created by or for the Contractor in the course of the provision of the Services shall belong exclusively to the Client, and the Contractor shall assign to the Client absolutely with full title guarantee all such Intellectual Property Rights in the Content, subject to payment in full of the Charges.
4.7 The Client shall ensure that any copyright notice or acknowledgement of the Contractor on the Website or any Output Material is not removed or obscured.
5. WARRANTIES AND LIABILITY
5.1 The Contractor warrants that the Services will be performed with reasonable skill and care to normal professional standards.
5.2 The Client warrants that to the best knowledge and belief of the Client, any Input Material used by the Contractor will not infringe the Intellectual Property Rights of any third party; and no such Input Material will be blasphemous, defamatory or otherwise unlawful.
5.3 The Contractor warrants that to the best of the knowledge and belief of the Contractor, the Content and any Output Material which is produced by or for the Contractor and presented to and accepted by the Client and its use by the Client for the purposes of utilising the Services will not infringe the Intellectual Property Rights of any third party.
5.4 The Client shall be responsible for ensuring that the Output Material, the Content and the Website will comply with any applicable laws in all jurisdictions of the world, and the Contractor gives no representation, warranty as to such compliance. The Client shall indemnify the Contractor against any loss, damages, costs, expenses or other claims for compensation arising out of or in connection with the use of the Output Material or the Content, or the operation of the Website.
5.5 Except as expressly provided in these Conditions, the Contractor shall not be liable to the Client by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Contractor, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client, and the entire liability of the Contractor under or in connection with the Contract shall not exceed the amount of the Charges for the provision of the Services [in respect of the 12 months preceding the date of the claim], except as expressly provided in these Conditions.
5.6 The Contractor shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Contractor’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Contractor’s reasonable control, including without limitation where such delay or failure is due to the default of any sub-contractor or other third party.
6. DURATION AND TERMINATION
6.1 The Client may terminate the Contract by giving written notice to the Contractor if –
(a) the Contractor commits any breach of the Contract and, if the breach is capable of remedy, fails to remedy it after being given 15 days’ written notice specifying the breach and requiring it to be remedied; or
(b) the Contractor goes into liquidation or administration, has a receiver appointed over any of its assets or enters into any voluntary arrangement with its creditors.
6.2 The Contractor may forthwith terminate the Contract by giving written notice to the Client if –
(a) the Client fails to pay any of the Charges on the due date for payment.
(b) the Client commits any other breach of the Contract and, if the breach is capable of remedy, fails to remedy it after being given 15 days’ written notice specifying the breach and requiring it to be remedied; or
(c) the Client goes into liquidation or administration, has a receiver appointed over any of its assets or enters into any voluntary arrangement with its creditors.
6.3 For the purposes of paragraphs 6.1 and 6.2, a breach of any provision of the Contract shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance.
6.4 The termination of the Contract for any reason shall not affect any accrued right or liability of any party arising hereunder and shall be without prejudice to any other right or remedy of any party.
7. GENERAL PROVISIONS
7.1 Nothing in the Contract shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties.
7.2 English law shall apply to the whole of the Contract, and each party agrees to submit to the non-exclusive jurisdiction of the English courts, subject to paragraph 7.3.
7.3 Any dispute or disagreement between the parties arising out of or in connection with the Contract shall be referred to arbitration by a single arbitrator appointed by agreement between the parties or failing agreement between the parties, an arbiter nominated on the application of either party by the British Computer Society.