General Terms & Conditions of Business

The following terms and conditions refer to Haller Consultants Limited t/a Unified (Supplier) and its relationship with its clients and potential clients.

1 Quotes & Prices

1.1. All quotes/estimates are valid for 30 days from the date of submission.

1.2. Quotes/estimates are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should the client’s requirements change at any time.

1.3. Unless otherwise stated, any ancillary products or services (e.g. photography, stock images, copywriting, SEO, hosting, consultancy) will be charged extra.

1.4. If the contract or hourly price has not been fixed for the term of a contract, our standard hourly rate will apply as specified in a separate SLA agreement or a statement of work.

1.5. Supplier reserves the right to alter the agreed hourly rate giving the Customer at least 1 month’s notice.

1.6. Quotes/estimates are based on Supplier’s current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.

1.7. Any estimates given by Supplier as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only and time shall not be of the essence.

1.8. Any stated timescale is reliant upon the client providing all required information/copy/images within the time set out at project kick off.

2 Approach, delivery and site content

2.1. Supplier reserves the right to outsource work to appropriately skilled contractors who will carry out any work on a freelance basis under the supervision and guidance of the Supplier.

2.2. The Customer acknowledges that the Supplier’s ability to provide the Services is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide), as well as the accuracy and completeness of any information and data the Customer provides to the Supplier. Accordingly, the Customer shall provide the Supplier with access to, and use of, all information, data and documentation reasonably required by the Supplier for the performance by the Supplier of its obligations under this agreement. The Customer shall be responsible for the accuracy and completeness of the Materials on the Site.

2.3. Should the Client supply text, artwork or images, Supplier is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.

2.4. Supplier shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.

2.5. The Supplier shall update the Site with Materials provided from time to time by the Customer as specified in the Statement of Work or Service Schedule. The Customer shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).

2.6. The Supplier shall grant the Customer access to the Server in order to update information held on the Site.

2.7. The Supplier shall include only Materials on the Site. The Customer acknowledges that the Supplier has no control over any content placed on the Site by Visitors and does not purport to monitor the content of the Site. The Supplier reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. The Supplier shall notify the Customer promptly if it becomes aware of any allegation that any content on the Site may be Inappropriate Content.

2.8. The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.

3 Invoices & Payment

3.1. The Supplier shall issue a VAT invoice as specified in Statement of Work or Service Schedule, and the Customer shall pay to the Supplier the Charges set out in such Supplier’s invoice within 7 days of the date of the Supplier’s invoice unless specified differently in the service schedule.

3.2 If the Customer fails to pay any amount payable by it under this agreement, the Supplier shall be entitled, but not obliged, to charge the Customer interest on the overdue amount. Such interest shall be payable by the Customer forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of Barclays Bank PLC. Such interest shall accrue on a daily basis and be compounded quarterly. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

3.3. The Supplier rates shall be subject to a periodical review in each year. Unless the applicable Statement of Work or Service Schedule expressly provides to the contrary, no review shall affect rates which have already been agreed between the Parties in an existing Statement of Work or Service Schedule. Any estimate of Charges provided by the supplier is an estimate only and is not contractually binding.

3.4. Payment must be made no more than 7 days after date of invoice unless otherwise agreed in writing in advance.

3.5. All work remains copyrighted to Supplier until settlement of relevant fee account.

3.6. All work completed after project inception will be billed as it is completed at the end of every calendar month as Work in Progress (WIP) until the conclusion of the project.

3.7. If Supplier incurs any costs as a result of the Client’s negligence or default, Supplier may charge those costs to the Client in addition to the contract price.

3.8. The Client shall pay for any preliminary work which is produced at his/her request, whether experimentally or otherwise.

3.9. When payment is overdue, Supplier may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment therefore becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.

3.10. Supplier may require payment in advance, or a deposit payment of a percentage of the quote/estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.

4 Acceptance

4.1. If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of the Customer, or by one of the Customer’s sub-contractors or agents for whom the Supplier has no responsibility (Non-Supplier Defect), the Services shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Supplier Defect. The Supplier shall provide assistance reasonably requested by the Customer in remedying any Non-Supplier Defect by supplying additional services or products. The Customer shall pay the Supplier in full for all such additional services and products at the Supplier’s then current fees and prices.

4.2. Acceptance of the Services shall be deemed to have taken place upon the occurrence of any of the following events:

(a) the Customer uses any part of the Services for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or

(b) the Customer unreasonably delays the start of the relevant Acceptance Tests or any retests for a period of seven working days from the date on which the Supplier is ready to commence running such Acceptance Tests or retests.

4.3. To the extent that the Supplier carries out any search engine optimisation Services, the Customer agrees that the Supplier may access the Site’s statistics and the Supplier covenants to only use techniques which are within the best practice guidelines set out by search engines such as Google, MSN, Yahoo! and the World Wide Web Consortium (W3C).

5 Warranties

5.1. Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.

5.2. The Supplier shall perform the Services with reasonable care and skill.

5.3. The Supplier warrants that the Services performed under each Scope of Work or Service Schedule will perform substantially in accordance with the agreed Specification for a period of two months from Acceptance. If the Services do not so perform, the Supplier shall, for no additional charge, carry out any work necessary in order to ensure that the Services substantially comply with the Specification.

5.4. The warranty shall not apply to the extent that any failure of the Services to perform substantially in accordance with the Specification is caused by any Materials or caused by any defect caused directly by the Customer.

5.5. This agreement sets out the full extent of the Supplier’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

6 Insolvency

6.1. If the Client ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or is deemed to be unable to pay its debts or have a winding-up petition issued against it or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against him, Supplier without prejudice to other remedies shall:

6.1.1. Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due to him.

6.1.2. In respect of all unpaid debts due from the Client have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.

7 Force Majeure

7.1. Force Majeure Event: any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).

7.2. A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.

8 Indemnity

8.1. You shall indemnify us and keep us indemnified and hold us harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement, or arising out of claims based upon or relating to our work for you or any claim brought against us by a third party resulting from the provision of any Services to you and your use of them.

8.2. Supplier will notify you promptly of any claim for which Supplier seeks specific indemnification at the currently supplied address. Supplier will afford you the opportunity to participate in the defence of such claim, provided that your participation will not be conducted in a manner prejudicial to Supplier’s interests, as reasonably determined by Supplier and/or its legal representatives.

9 Limitation of Liability

9.1. Nothing in this agreement shall operate to exclude or limit the Supplier’s liability for:

(a) death or personal injury caused by its negligence; or

(b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(c) fraud; or

(d) any other liability which cannot be excluded or limited under applicable law.

9.2. The Supplier shall not be liable to the Customer for any damage to software, data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

9.3. The Supplier’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 110% of the total Charges payable by the Customer to the Supplier under this agreement in that calendar year.

All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, are subject always to sub clause

10. Intellectual Property rights

10.1. Ownership of Existing Intellectual Property

Except as expressly stated in this Agreement, the ownership of the Intellectual Property Rights of each of the Parties as at the date of commencement of this Agreement and/or an applicable Statement of Work or Service Schedule shall remain vested in that Party. Where there are modifications or enhancements to pre-existing material which are inseparable from the pre-existing material, then the Party which owns the pre-existing material will own the modifications or enhancements to such pre-existing material.

10.2. Ownership of Deliverables

The ownership of the Intellectual Property Rights in the Deliverables vests in and shall be owned by the Customer. Upon the Customer’s full payment to the Supplier of all applicable invoices, the Supplier shall assign, and shall procure that its employees, officers, contractors and sub-contractors shall assign, all right, title and interest in and to any new Intellectual Property Rights in the applicable Deliverables to the Customer. Such license grant shall in no way affect the Supplier’s ownership rights in the Suppliers tools, and shall not apply to any programs, products or other materials that are made available to the Customer under separate license agreements.

10.3. No Rights in General Knowledge and Skills

Nothing in this Agreement or any Statement of Work or Service Schedule will assign or be deemed to assign to the Customer any right, title or interest in or to, or otherwise prevent the Supplier from using and continuing to use, general knowledge, skills, experience or generic information arising from or relating to this Agreement or any Statement or Work or Service Schedule, including but not limited to ideas, concepts, know-how, techniques, methodologies, generalised frameworks and designs and processes, but expressly excluding information which is specific to the Customer or embodies the Customer’s Confidential Information.

10.4. Open Source

The Customer acknowledges and agrees that during the process of developing Deliverables and after consultation with the Customer, the Supplier may use open source code or “free” code, including, but not limited to, testing, tracking and assessment tools (collectively “Open Source Code”) to develop Deliverables, as well as proprietary products or programs and that the Customer’s rights to any such Open Source Code or any of the Supplier’s or third party licensed programs or products shall be governed by the terms of the applicable license agreement and the Customer will only use such Open Source Code or licensed products in accordance with the applicable license agreements governing their use.

10.5. The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe the Intellectual Property Rights of a third party.

10.6. The Supplier shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the Services infringes any Intellectual Property Rights of a third party in the UK, other than infringements referred to in clause

10.7. The aforementioned indemnities are subject to the following conditions:

(a) the indemnified party promptly notifies the indemnifier in writing of the claim;

(b) the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent;

(c) the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and

(d) the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

10.8. The aforementioned indemnities may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, specifications or instructions of the indemnified party.

11. Data protection

11.1. The Supplier warrants that, to the extent it processes any Personal Data on behalf of the Customer:

(a) it shall act only on instructions from the Customer; and

(b) it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

11.2. In this clause Personal Data has the meaning given in the Data Protection Act 1998.

12 General Terms

12.1. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England.

12.2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

12.3. Supplier shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control.

12.4. All quotes/estimates, briefs and other Client/Supplier documents are commercially confidential and may not be disclosed to third parties without prior written agreement.

12.5. These terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between Supplier and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral: between Supplier and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you confirm that you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.

12.6. Any notice to be given by either party to the other may be sent by either email or post to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two days following the date of posting.

12.7. Headings, numbering and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.

12.8. You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and Supplier as a result of your use of these services. You agree not to hold yourself out as a representative, agent or employee of Supplier. You agree that Supplier will not be liable by reason of any representation, act or omission to act by you.

12.9. Supplier reserves the right to revise, alter, modify or amend these terms and conditions, and any of our other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.

12.10. If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will be not be deemed to be prejudiced.

12.11. This Agreement takes effect on the date on which you order our services. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions.

12.12. You shall not assign this Agreement or any benefits or interests arising under this Agreement without Supplier’s prior written permission.

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