THIS AGREEMENT is made between
the client commissioning the web site, “the Client”
GoodLife Solutions Limited the organisation developing the web site, “the Developer”
1.1 Unless the context otherwise admits words importing one gender shall include all other genders and words importing the singular shall include the plural and vice versa.
1.2 Reference to any statutory provisions in this Agreement shall include any statutory provisions, which amends or replaces it.
2. Outline of Agreement
2.1 This Agreement details the terms and conditions agreed between the Parties for the development of a web site, (including technical and design details), hereinafter known as the “Project” for the Client such development to be undertaken by the Developer.
3. Detailed Project Specification
3.1 The Parties have agreed a detailed Project specification as defined in Schedule One of this Agreement.
3.2 Any amendments proposed to this Project specification must be made in writing and delivered to the other party. Either party is entitled to request a meeting to discuss such amendments.
3.3 If such proposed amendments incur additional expense the Developer is entitled to seek further payment to cover such reasonable additional expense.
4.1 The Client will pay the agreed fees to the Developer on delivery of the Project, completed according to the Project specification detailed in Schedule One of this Agreement. The Developer will invoice the Client and the Client will pay the invoice, including Value Added Tax, (VAT) at the prevailing rate according to the terms of payment detailed on the invoice.
4.2 The Client will make a series of payments on the completion of development milestones where the Project involves considerable development time to implement. Such development milestones and the amount of payment for the completion of each milestone to be included within the Project specification as defined in Schedule One of this Agreement, or if not specified in Schedule One to be agreed in writing by the parties prior to the commencement of the Project.
5.1 The Client will pay the reasonable expenses incurred by the Developer during the Project, including travel to the offices of the Client where required, the purchase of computer consumables required for the Project and such other expenses directly related to the Project.
5.2 The Developer will seek the Client’s prior written approval if significant expenses not covered by clause 5.1 have to be incurred during the Project.
6.1 The Developer will deliver the completed Project to the Client by way of data storage method as agreed with the Client.
6.2 Alternatively, if the Client requires the completed Project to be loaded onto a fileserver using File Transfer Protocol (FTP) the Client agrees to pay an additional reasonable charge for this service.
6.3 After delivery the Client may request that the Developer retain a final back-up copy of the Project for safekeeping. If so requested the Developer undertakes to store the Project copy in a secure place.
7. Testing Period
7.1 The Developer will thoroughly test the Project web site before final delivery to the Client. Such testing to include the testing of all links, design, page layouts, functionality and cross-browser compatibility. If required the Developer will load the Project onto a secure server and perform live tests via a username and password protected facility.
7.2 On delivery of the completed Project the Client will be allowed a period of 30 days, (Testing Period) to check and test the Project web site prior to any final payment being made to the Developer.
7.3 However, the Client is entitled to withhold payment of any final amount after the expiry of the 30 day Testing Period until satisfied that all outstanding issues or problems have been effectively resolved.
7.4 The Developer agrees to work with the Client to resolve any outstanding issues or problems using all the resources deployed during the creation of the Project web site in order to correct any outstanding issues or problems.
7.5 Such additional work shall be included within the agreed Project fees. The Developer shall only be entitled to such reasonable additional expenses as defined in clause 5 of this Agreement incurred directly in relation to resolving the remaining issues.
8. Delivery of Content & Materials
8.1 The Client undertakes to deliver all the content and materials required for the Project and in the formats requested to the Developer before commencement of the Project.
8.2 Where this is not possible the Client will deliver such outstanding content and materials to the Developer within 30 days of the start of the Project.
8.3 The Client will notify the Developer in writing (as soon as possible) of any delays in delivering content and materials required for the Project and provide the Developer with a revised timetable for supplying such content and materials.
8.4 The Developer will not be responsible for any delays, missed milestones (where specified in the Project) or additional expenses incurred due to the late delivery or non-delivery of content and materials by the Client where required by the Developer for the Project.
8.5 The Developer undertakes to inform the Client as soon as possible if any delays are or are likely to be incurred during the Project. Furthermore where such delays are the responsibility of the Developer the Developer will use whatever reasonable resources are necessary to ensure that the Project is brought back within schedule.
9. Project Reporting
9.1 The Developer will provide regular reports regarding the progress of the Project to the Client. Where the Project is delayed and falls behind the schedule or milestones as agreed between the parties in Schedule One of this Agreement the Developer will deliver such reports to the Client on a weekly basis until the Project returns to its original schedule.
9.2 If the Project does fall behind schedule either party may request a meeting to discuss the Project schedule and ways to bring the Project back within the agreed schedule.
10.1 Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party by email.
10.2 Any such notice shall be deemed to be effectively served on the next working day.
11.1 Both parties shall keep confidential the specific terms of this Agreement and Project and not disclose them save to such employees or contractors as need to know the relevant information for the purposes of performing the Project detailed in this Agreement. The parties agree that all information marked “Confidential”, or where not marked it is reasonable to judge such information as confidential, shall not be disclosed at any time during the Project or for a minimum period of 2 years after the completion of the Project, except where such disclosure is required by law or by order of a court in the jurisdiction of England. Where enforceable the parties further agree that all information marked as a “Trade Secret” and reasonably judged to constitute a trade secret shall not be disclosed at any time during or after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. Confidential information and Trade Secrets shall consist of, but not necessarily be limited to: technical, commercial, financial, operational, marketing or promotional information or data.
12. Credits and Publicity
12.1 Subject to clause 11 above the Client shall be able to refer to their working relationship with the Developer for press and publicity purposes after receiving the written approval of the Developer regarding the content of any such material.
12.2 Subject to clause 11 above the Developer shall be able to refer to their working relationship with the Client for press and publicity purposes after receiving the written approval of the Client regarding the content of any such material.
13. Intellectual Property Rights
13.1 The Client undertakes to secure all copyright and any other appropriate licences, clearance or consents where required for the content and materials to be incorporated into the Project web site by the Developer.
13.2 The Client grants to the Developer for the term of this Agreement and Project a non-exclusive, revocable, royalty-free licence to use its name, logos, trade marks or devices (“Intellectual Property”) for the purposes of creating the Project web site.
13.3 On completion of the Project and final payment of all outstanding fees by the Client title to the Project web site including the design, look and feel and the underlying code shall pass to the Client. This excludes any coding or functionality that the parties specifically agree to exclude or where such coding or functionality is the property of a third party or parties.
13.4 Neither party shall make any claim to the other party’s content, materials or services during or after the expiry of this Agreement.
13.5 Neither party shall make any claim to the other party’s trademarks or register or cause to be registered or apply for a materially similar trademark or imitation of a trademark during or after the expiry of this Agreement.
13.6 Neither party shall register or cause to be registered any company name materially similar to that of the other party.
13.7 Neither party shall register or cause to be registered any domain name materially similar to that of the other party except where the Client specifically requests that the Developer register domain names similiar to that of the Client’s on behalf of the Client in order to prevent their registration and use by third parties. In this case all reasonable fees and expenses incurred in registration of such domain names shall be payable by the Client as part of the Project cost. On final payment of the Project fees by the Client the Developer undertakes to transfer all registration details, include but not limited to technical and administrative details and title to the registered domain names to the Client.
14.1 The Client confirms that to the best of their knowledge and belief that the content and materials supplied by the Client for the purposes of the Project are not blasphemous, defamatory or obscene and do not breach any applicable law or regulation.
15. Indemnities and Limitation of Liability
15.1 Neither party shall be liable to the other under this Agreement in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential or loss whatsoever.
15.2 The Client agrees to indemnify the Developer against any claims, damages, losses, costs and expenses which the Developer may sustain or incur in relation to any content and materials which the Client provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights.
15.3 The Client acknowledges that it is for the Client to ensure that the resulting Project web site does not infringe the laws of any jurisdiction within which it is actively promoted.
15.4 The Developer agrees to indemnify the Client against any claims, damages, losses, costs and expenses which the Client may sustain or incur in relation to breaches of clauses 11 and 13 of this Agreement committed by the Developer.
15.5 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
16.1 Either party may terminate this Agreement immediately in the event that:
16.1.1 Either party commits a serious, grave or material breach or persistent breaches of this Agreement including non-performance, default or neglect of its duties, responsibilities and obligations under this Agreement, and
16.1.2 Such breach remains unremedied for a period of 30 days from written notice given by the other party specifying the breach and requiring its remedy.
16.2 Furthermore this Agreement may be terminated in the event that:
(a) Either party is unable to pay or has no reasonable prospects of paying their debts the amount or aggregate amount of which equals or exceeds the bankruptcy level within the meaning of the Insolvency Act 1986, or
(b) Being a company becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction), or
(c) Has a receiver appointed to administer any of its property or assets, or
(d) Ceases or threatens to cease to carry on business, or
(e) Makes any voluntary agreement or enters into a compromise for the benefit of its creditors, or
(f) Fails to make payment in accordance with the terms of this Agreement.
16.3 On the termination of this Agreement any completed parts of the Project web site already delivered to the Client or test examples of the Project web site not already paid for by the Client will be returned to the Developer. Furthermore the Client shall not retain any copies of the returned Project web site, parts thereof or test examples of the Project web site.
16.4 Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of this Agreement which are by their construction intended to survive such termination (including, without limitation, clauses 11, 13 and this clause 16).
17.1 Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party.
18. Force Majeure
18.1 Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 30 days, the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other.
19. Joint Venture or Partnership
19.1 Nothing in this Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the parties and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party.
20.1 Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing.
20.2 It is hereby declared that the foregoing paragraphs, sub-paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.
20.3 No addition to or modification of any clause in this Agreement shall be binding on the parties unless made by a written instrument and signed by the signatories to this Agreement or their duly authorised representatives.
20.4 This Agreement sets out the entire agreement and understanding of the parties and is in substitution of any previous written or oral agreements between the parties.
21.1 This Agreement shall be interpreted construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts