1.1 – In this Agreement, the following words and expressions shall have the following meanings:
“Agreement” means this service engagement agreement and the Appendices attached thereto;
“Associated Company”: a company which is directed by either party to either party as being associated with the projects this Agreement concerns.
“Appendix” means an appendix to this Agreement;
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Website” means “CLIENT” website, designed and built by ANGLE in accordance with the terms and conditions of this Agreement.
“Website Specifications” means the specifications of the Website.
1.2. References in this Agreement to statutes shall include any statute modifying, re-enacting, extending or made pursuant to the same or which is modified, re-enacted, or extended by the same.
1.3. Headings are for ease of reference only and shall not be taken into account in the construction of this Agreement.
1.4. References to clauses and Appendixes are (unless otherwise provided) references to the clauses and Appendixes of this Agreement.
CLIENT hereby appoints ANGLE to act for it in the design and development of a Website, in accordance with the Website Specification which is outlined in the scope document CLIENT Website Scope [DY-MN-YEAR]
3.1. Once ANGLE has completed the design and development of the Website in accordance with the Website Specifications, ANGLE shall invite CLIENT to verify the compliance of the Website with the Website Specifications (“Acceptance Test“).
3.2. CLIENT shall confirm in writing as soon as reasonably practicable that the Acceptance Test is passed.
3.3. In the event that the Acceptance Test is not passed, the failures that cause the relevant tests to be failed (“Defects“) shall be drawn up and documented by CLIENT and presented to ANGLE for discussion as to how best rectify such Defects. Any Defect(s) which are considered and agreed to be as an act or omission of ANGLE’s obligations under this Agreement (excluding any extra development outside the agreed scope and specification) shall be rectified by ANGLE at no additional cost for CLIENT. Once such Defects are rectified, CLIENT shall confirm in writing acceptance of the Website.
3.4. ANGLE shall remedy any Defects promptly in order to ensure that the Website passes the Acceptance Test on a retest.
3.5. If any failure to pass the Acceptance Test is considered and agreed to be as a result of an act or omission of any obligation or duty under this Agreement by CLIENT, Associated Company, sub-contractors or agents for whom ANGLE has no responsibility (“CLIENT Defects“).
3.6. ANGLE shall provide all assistance ‘reasonably’ requested by CLIENT in remedying any such CLIENT Defects. If such assistance is requested, CLIENT shall pay ANGLE for all such additional services and products at a price agreed in writing by both parties prior to the works being carried out. Once such CLIENT Defects are rectified, CLIENT shall confirm in writing acceptance of the Website.
3.7. If CLIENT cancels the Website project prior to completion it shall pay ANGLE for all costs for work carried out in accordance with the Website Specification up to and including that point in time.
4.1. ANGLE shall be engaged by CLIENT from the date hereof and, subject to other clauses regarding termination in this agreement, until acceptance of the Website, unless a separate extension to this Agreement is mutually agreed in writing beforehand.
4.2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
4.2.1. the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
4.2.2. The other party, passes a resolution, or a court makes an order that the other party be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the other party, or circumstances arise which entitle a court or a creditor to appoint a receiver, manager or administrator or which entitle a court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the other party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs under the law of any other jurisdiction.
4.3. On termination of this Agreement for whatever reason;
(i) ANGLE shall comply with the provisions of clause 14 of this Agreement and
(ii) for the avoidance of doubt, all the Intellectual Property Rights arisen under this Agreement shall remain the property of CLIENT in accordance with clause 12 of this Agreement, even if the Agreement is terminated before the acceptance of the Website.
4.4. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.
5.1. During the continuance of this agreement ANGLE shall:
5.1.1. Well and faithfully serve CLIENT and their Associated Companies to the best of its ability, and carry out its duties in a proper and efficient manner and use its best endeavours to promote and maintain the interests and reputation of CLIENT and of its Associated Companies;
5.1.2. Exercise such powers and perform such duties in relation to the business of CLIENT and/or of its Associated Companies as may from time to time be vested in or assigned to it by CLIENT. Such powers and duties may exceptionally fall outside the normal ambit of ANGLEs position but will not be duties inappropriate to ANGLEs status;
5.2. CLIENT shall ensure that ANGLE shall have available such authority, such access to necessary information, and such assistance from other administrative and managerial employees of CLIENT, consultants and professional advisers as are necessary for the proper performance of its duties and obligations in this agreement.
5.3. The Website will be tested for compatibility in the latest two versions of the web browsers created by Google, Mozilla, Safari, Microsoft, Internet Explorer, 9 and 10. Further support can be added for additional charges.
5.4 ANGLE makes every effort to ensure websites are designed to be viewed by the majority of visitors. Mobile support is subject to usage of the above-mentioned browser(s), we don’t cater, and/or allow for compatibility on mobile default browsers which come as standard with the mobile’s operating system.
5.5 Mobile Operating Systems’ and such associated browsers – specified above, are only supported as per the latest two versions current to the date in which this AGREEMENT has been instated.
5.6. Whilst we wish that the CLIENTs website(s) will be compatible with any further developments of browsers and operating systems, ANGLE cannot accept liability for any defects caused by an update released by third part browsers and/or operating systems.
ANGLE shall report to CLIENT and shall at-all-times keep CLIENT informed of its activities and shall promptly provide such information and explanations as may be requested from time to time by CLIENT or such person as it shall nominate in writing.
ANGLE shall be entitled to seconder the services it provides in this agreement to CLIENT on a full or part-time basis to any Associated Company or individual but such secondments shall not release ANGLE from its obligations under this Agreement and CLIENT shall be informed in writing of any such secondments prior to the commencement of them.
8.1. CLIENT will pay ANGLE for the provision of its services at the rate attached in Appendix 1 and upon the presentation of a valid invoice.
8.2 CLIENT will pay ANGLE for all works carried out subject to the website and or service being tested and delivered without any mutually identified defects within 14 days of the property being handed over to CLIENT.
8.3 Unless agreed otherwise with the CLIENT, all website or video design services require a non-refundable advanced payment of a minimum of fifty, (50), percent of the project quotation total before any work is started.
9.1. Each of the parties’ warrants to the other that it has full power and authority to enter into and perform this Agreement.
9.2. ANGLE warrants that for a period of 3 months from acceptance of the Website, the operation of the Website will be uninterrupted and free of errors, viruses and material defects and that the Website will perform in accordance with the Website Specification providing that the Website and its code are not modified by either CLIENT nor a third party. If the Website does not so perform, ANGLE shall, for no additional charge, promptly ensure that the website complies with the Website Specification.
Each of the parties’ warrants that they shall not circumvent, avoid, bypass or obviate each other whether directly or indirectly in any way. Neither shall either party discuss with any other third parties introduced to it by the other at any time during the term of this agreement, or any future period, information about this Agreement or the new Website.
11.1. Nothing in this Agreement shall operate to exclude or limit either party’s liability for;
(i) fraud or fraudulent misrepresentation,
(ii) death or personal injury
(iii) and any other liability which cannot be excluded by law.
11.2. Neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
12.1. All Intellectual Property Rights in the Website Specification and content of the Website arising in connection with this Agreement shall be the property of CLIENT, and ANGLE hereby assigns absolutely with full title guarantee all such Intellectual Property Rights to CLIENT. All Website design and code work undertaken will remain the property of ANGLE until payment has been received in full.
12.2. ANGLE shall indemnify CLIENT against all damages, losses and expenses arising as a result of any action or claim of infringement of Intellectual Property Rights of a third party.
12.3. ANGLE shall not use or re-create the look and feel of the Website or anything substantially similar to it.
13.1. In addition, and without prejudice to common law obligations to keep information secret, neither ANGLE or CLIENT shall (unless ordered to do so by a court of competent jurisdiction) during its engagement or after its termination, however and whenever such termination occurs, use, disclose or communicate and shall use their best endeavours to prevent the improper use, disclosure or communication of:
13.1.1 Any information of a confidential nature (whether regarding the business, accounts, finances, trading, software, know-how or otherwise howsoever) of:
(a) ANGLE, CLIENT or any Associated Company; or
(b) Any lessee, CLIENT, or prospective lessee or CLIENT, supplier or sub-contractor of ANGLE or CLIENT or any Associated Company;
13.1.2. any confidential report or research undertaken by or for ANGLE, CLIENT or any Associated Company during the course of ANGLEs engagement; or
13.1.3. Any information designated as confidential by CLIENT or any Associated Company or which to its knowledge has been supplied to CLIENT or any Associated Company subject to an obligation of confidentiality.
13.2. The restrictions contained in this clause 13 shall cease to apply with respect to any information, confidential report or research which comes into the public domain otherwise than through unauthorised disclosure by ANGLE.
13.3. In this clause 13 “information”, and “confidential report or research” refers to information and confidential reports and research which came to the knowledge of ANGLE in the provisions of the services under this Agreement.
ANGLE shall promptly whenever requested by CLIENT or any Associated Company and in any event upon the termination of this agreement (however and whenever such termination occurs) deliver to CLIENT(or as otherwise directed by them) all lists of clients and customers, address lists, address books, computer discs and software, correspondence, documents, books, papers, files, records and reports and other property or material of or relating to the business of CLIENT and any Associated Company or their clients which may have come into its possession, custody or control in the course of or in consequence of its engagement (and whether or not belonging to CLIENT or any Associated Company) and ANGLE shall not be entitled to and shall not retain any copies thereof.
15.1 The hosting of CLIENT’s website will, unless otherwise stated, reside with ANGLE, it is intended this way to enable any unforeseen circumstances which may affect the use of the website to be tended to without the need of third-party costs and support.
15.2 Hosting providers external to ANGLE are used and operated at CLIENT’ own risk, subject to any possible defects in the website will incur a charge if it is deemed out of warranty, and, or the responsibility lies within the third-party hosts or CLIENT’ staff.
15.3. By CLIENT selecting ANGLE to host their website the CLIENT must make the agreed monthly payment on time, within the agreed terms. ANGLE only accepts payment by a monthly Direct Debit. If CLIENT is more than 30 days late in making the payment, ANGLE, at its sole discretion, may remove all material that relates to the CLIENT from its servers.
15.4. Removal of such material does not relieve the CLIENT of the obligation to pay any outstanding charges on the CLIENT’s account. If the CLIENT does not use ANGLE’s hosting services, then the management and hosting of the website is the full responsibility of the CLIENT. Website hosting can be cancelled by either ANGLE or the CLIENT at any time by providing 60 days’ notice. If the CLIENT does not wish to renew the monthly hosting, the site files and associated data can be made available to the CLIENT on request and any domain name can be transferred to the CLIENT’s nominated registrar account. A small admin fee to cover the time to do this may be payable.
16.1. ANGLEs standard terms and conditions of trade are included in Appendix 1 and they form part of this Agreement. CLIENT hereby agrees to abide by these standard terms and conditions. ANGLE hereby reserves the right to vary these standard terms and conditions at any time and shall only do so in writing and with the express written consent of CLIENT.
16.2. If there is an inconsistency between any of the provisions in the main body of this Agreement and the Appendices, the provisions in the main body of this Agreement shall prevail.
17.1. Any notice or other communication given or made under this Agreement shall be in writing and may be delivered to the relevant party or sent by first class prepaid letter, email or facsimile to the address of that party specified in this Agreement or to that party’s facsimile number or email address thereat or such other address or number as may be notified by that party from time to time for this purpose, and shall be effectual notwithstanding any change of address or number not so notified.
17.2. Unless the contrary shall be proved each such notice or communication shall be deemed to have been given or made and delivered, if by letter, 72 hours after posting and, if by delivery or facsimile, when respectively delivered or transmitted.
ANGLE warrants that by entering into the performing of its obligations under this Agreement, it will not be in breach of any agreements with or obligations owed by it to any third party.
This Agreement may not be assigned by either party without the prior written consent of the other party, such consent not to be unreasonably withheld.
The parties undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation (together, the “Data Protection Laws”) in so far as the same relates to the provisions and obligations of this Agreement.
21.1. Save with respect to fraudulent misrepresentation, this Agreement constitutes the entire understanding between the parties relating to the subject matter and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
21.2. Each party unconditionally waives any rights it may have to claim damages against the other on the basis of any statement made by the other (whether made carelessly or not) not set out or referred to in this Agreement (or for breach of any warranty given by the other not so set out or referred to) unless such statement or warranty was made or given fraudulently.
All media releases, public announcements and public disclosures by ANGLE relating to this Agreement or its subject matter, including promotional or marketing material, shall be approved by CLIENT prior to release.
This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument which specifically refers to this Agreement and is in writing and signed by a duly authorised officer or representative of each of the parties.
23.1. A link to ANGLE will appear in either small type or by a small graphic at the bottom of the CLIENT’s website. If a graphic is used, it will be designed to fit in with the overall site design. If the CLIENT’s requests that the design credit is to be removed, notice will be required at the design stage. The CLIENT’s agrees that the website developed for the CLIENT may be presented in ANGLE’s portfolio.
24.1. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
24.2. No omission or delay on the part of any party in exercising any right, power or privilege under this Agreement shall operate as a waiver by it of any right to exercise it in future or of any other of its rights under this Agreement.
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement. In the event of a holding of invalidity so fundamental so as to prevent the accomplishment of the purposes of this Agreement, the parties shall immediately commence good faith negotiations to remedy such invalidity.
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way without that party’s prior express written consent (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, provided that no right or remedy of any third party which exists or is available otherwise than by virtue of that Act shall be adversely affected by this Agreement.
This Agreement (including non-contractual disputes or claims) shall be governed by and all respects in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts as regards any claim or matter (including non-contractual disputes or claims) arising in respect of this Agreement.