Terms & Conditions

1. Definitions and Interpretation

1.1In this Agreement the following words shall have the following meanings:

Expression Meaning

"Client Information"

"Effective Date"
“Fee"

"Intellectual Property Rights"

"Know-how"

"Server"

"Services"

(a)

(b)

(c)

"Specification"

“Third Party Software"

"URL"

"Web Site"

"Web Site Materials"

means the information provided by the Client to BEDFORDBECK for incorporation on the Web Site;
means the date of acceptance of quotation
means the charges for the Services and the Web Site materials calculated as set out in the Quotation;
means all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered, including (without limitation) patents, trademarks, service marks, trade names, registered design and any applications for the protection or registration of these rights and all renewals or extensions thereof throughout the world;
means all Internet Web Site development techniques including flow charts. Internet technical specification, programming and design knowledge and experience, program coding formulae and
coding libraries, test data, programming, operating and testing procedures and methods;
means the computer server upon which the Web Site will reside and operate;
means the development of certain software, consulting and computer programming services for the purpose of creating, designing and writing the Web Site pursuant to Clause 2.
The provision of the Services includes:
discussing the requirements for the Web Site with the Client and the relevant personnel;
drawing up the Specification for the design, layout, look and feel for the Web Site, this can be done by holding a meeting at mutually agreed premises unless otherwise requested;
creating, designing and developing the Web Site Materials in accordance with the agreed Specification;
means the breakdown of the products, services and functionality for the Web Site, as specified by BEDFORDBECK and agreed by the Client prior to the initial stages of project implementation;
means the computer programs required for the installation, use and operation of the Web Site on the Server supplied and/or licensed for use by any third party including (without limitation) the computer programs supplied by a manufacturer for the operation of the Server;
means a Uniform Resource Locator on the world wide web service of the Internet;
means the Web Site Materials and Third Party Software ready for installation on the Server and all its preparatory material, program files and any other related materials or its presentation and format of the Web Site;
means the computer programs, audio, visual and other digital content created by BEDFORDBECK for use by the Client on the world wide web services of the Internet and delivered to the Client pursuant to
Clause 4.1 but excluding Third Party Software;

1.2 In this Agreement unless the context otherwise requires:
a) headings are for convenience only and shall not affect the interpretation of this Agreement; and

(b) the word "including" shall mean including without limitation or prejudice to the generality of any description, definition, term or phrase preceding that word, and the word "include" and its derivatives shall be construed accordingly.

c) The Schedules form part of this Agreement shall have the same force and effect as if set out in the body of this Agreement and references to this Agreement include the Schedules.

2. Term

This Agreement shall run from the Effective Date until acceptance or deemed acceptance of the Web Site or receipt of final
payment of the Fee or any other payment owed to BEDFORDBECK under this agreement whichever the later.

3. Services

3.1 In consideration of the payment by the Client of the Fee BEDFORDBECK agrees to provide and the Client agrees to accept the Services in accordance with this Agreement.

3.2 BEDFORDBECK will use reasonable endeavour’s to ensure the Client Information is accurately transposed onto the Web Site, and will to the extent BEDFORDBECK is at fault, and it is reasonably practicable, correct any material errors in such Client Information as soon as reasonably possible after BEDFORDBECK becomes aware of such errors.

3.3 BEDFORDBECK undertakes and warrants to perform the Services with reasonable care and skill, using appropriately qualified and
experienced persons.

4. Acceptance

4.1 The Client must review the Specification within 5 working days of being notified of its availability and notify BEDFORDBECK of its approval or disapproval. If the Client disapproves of the Specification, it must give BEDFORDBECK specific reasons for its disapproval. The Client and BEDFORDBECK will then agree any corrections or amendments after which the Client must approve the amended Specification.

4.2 BEDFORDBECK will make the Web Site available to the Client on a preview server. The Client must give written notification to BEDFORDBECK within five working days of its approval of the Web Site or provide reasons in writing as to why it does not meet with the agreed Specification. If the Web Site fails to meet the specification, BEDFORDBECK will amend as appropriate and resubmit for the Clients approval.

4.3 BEDFORDBECK shall be entitled to make a charge for any corrections or amendments based on its then current rates, in the event that such amendment or correction is required through no fault of BEDFORDBECK.

4.4   The Client will be deemed to have accepted the Specification if the Client;
4.4.1   confirms acceptance in writing;
4.4.2   confirms acceptance by signing and returning the Fax Back Approval Form that will be sent to the Client upon completion;
4.4.3   fails to raise any objections to the Web Site within 5 working days of its release for approval;
4.4.4   fails to raise any objections to the Specification within 5 working days of its availability for approval.

4.5 BEDFORDBECK may make a charge based upon its then current charge rate for making any amendments over and above those required to meet the agreed Specification.
4.6   The Client will be deemed to have accepted the Web Site if the Client;
4.6.1   confirms acceptance in writing;
4.6.2   fails to raise any objections to the Web Site within 5 working days of its availability for approval;
4.6.3   any objection raised is not in respect of the failure of the Web Site to meet with the Specification.

5. Delivery of the Web Site

5.1 Upon completion of the Services set out in Clause 3, and subject to acceptance of the Web Site, BEDFORDBECK will deliver to the Client a copy of the Web Site program files in machine readable format relating to the Web Site.
5.2 Delivery may be effected by BEDFORDBECK either electronically using telecommunication services or by delivery of the Web Site program files on a recordable medium.

6. Licences

6.1 The Client grants to BEDFORDBECK a non-exclusive, perpetual, worldwide license to use the Client Information for the purpose of performing the Services.
6.2 BEDFORDBECK grants to the Client and the Client accepts; a non-exclusive, limited license to use the Web Site Materials for the purpose of hosting the web site on the Server; for the purpose of public display and browsing on the world wide web service of the Internet.
6.3 The Client shall not use, copy or permit the Web Site Materials to be copied except for reasonable security and back up purposes.
6.4 BEDFORDBECK grants no rights other than those explicitly granted herein, and the Client shall not make, use, copy or permit the Web
Site Materials or any part thereof, and shall not disclose or make available the Web Site Materials or any part thereof, to any third party in any form other than for the purpose set out in Clause 6.2.
6.5 The Client undertakes and warrants that the web site and all copies will remain under its control and that it will take all reasonable precautions to safeguard the Web Site against unauthorised use.

7. Payment Terms

7.1 The Fee shall be paid in accordance with the Schedule or as otherwise agreed in writing between the parties.
7.2 Unless otherwise stated in the Schedule, the Advance Fee will be invoiced prior to work commencing on the Web Site and all charges payable by the Client shall be paid within 7 days of the date of the invoice.
7.4 if the Client fails to make payment in accordance with the Schedule, the Services may be suspended immediately. If after 14 days from being suspended BEDFORDBECK has not received payment, this Agreement may be terminated by BEDFORDBECK immediately.
7.5 Payments which are not received when payable will be considered overdue, and remain payable by the Client together with interest for late payment from the date payable at the rate of 4% per annum above the base rate as published by NatWest Bank plc. This interest will accrue on a daily basis and be payable on demand.

8. Client's Obligations

8.1 The Client will make available the Third Party Software, as reasonably requested by BEDFORDBECK, and required for the use, operation and hosting of the Web Site, having obtained all necessary licences.
8.2 The Client agrees to provide at its own cost such co-operation, assistance and information as BEDFORDBECK may from time to time reasonably require to enable BEDFORDBECK to perform the Services.
8.3 The Client will indemnify (and keep indemnified) BEDFORDBECK against any and all liability, loss, demands, damages, costs (including legal costs), claims, expenses and interest suffered by BEDFORDBECK as a result of a breach of the Client's obligations in this clause 8.

9. Intellectual Property Rights

9.1 The Client acknowledges that all Intellectual Property Rights and Know-how used or created in the course of the Services belong to BEDFORDBECK. BEDFORDBECK hereby grants a perpetual non-assignable licence to the Client to use the Intellectual Property Rights for the purpose of its Web Site, save that the Intellectual Property Rights including but not limited to any graphics or layout may not be used for any purpose other than the Client's Web Site.
9.2 BEDFORDBECK undertakes that, at its own expense, it will defend or cause to be defended or, at its option, settle any claim or action brought against the Client on the issue of infringement of any Intellectual Property Rights arising in the United Kingdom by the use, operation and hosting of the Web Site Materials as advised by BEDFORDBECK to the Client (the "Claim"), save that any Claim in relation to the Client Information and Third Party Software is hereby specifically excluded. Subject to Clause 10 and to the other condition of this clause, BEDFORDBECK will pay any final judgment entered against the Client by an English court of competent jurisdiction in respect of a Claim provided that the Client:-
(a) notifies BEDFORDBECK in writing of a Claim immediately on becoming aware of it; or
(b) gives BEDFORDBECK complete and accurate information and full assistance to enable BEDFORDBECK to settle and defend the Claim.

10. Limitation of Liability

10.1 Nothing in this Agreement shall exclude or restrict either party's liability for death or personal injury to the Client resulting directly from its own negligence or that of its employees.
10.2 BEDFORDBECK's total liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise shall not in any event exceed in aggregate the Fee, received by BEDFORDBECK up until the point of any such claim. BEDFORDBECK's liability will be discharged in respect of any claim arising under or in connection with this Agreement, unless formal commencement of legal proceedings is brought within 6 months from the date of acceptance of the Web Site or termination of this Agreement.
10.3 BEDFORDBECK shall not be liable for any indirect or consequential loss, damage, cost or expense of any kind whatsoever and howsoever arising, whether made under contract, tort (including negligence) or otherwise, including (without limitation) loss of production, loss of or corruption to data, loss of or corruption to web sites and databases hosted with BEDFORDBECK, loss of profits or of contracts, loss of operation time and loss of goodwill or anticipated savings.
10.4 BEDFORDBECK shall be liable to the Client only as expressly provided for in this Agreement and all warranties, conditions, terms and undertakings, of any kind, express or implied by law, statutory or otherwise, including (without limitation) in relation to condition, quality, performance or fitness for purpose of the Services and Web Site Materials.

11. Termination

11.1 BEDFORDBECK reserves the right to suspend the Services immediately following the issue of any written notice requiring rectification of a breach by the Client until such time as the breach is remedied.
11.2 Either party may terminate the Agreement by giving written notice:-
11.2.1 if the other materially breaches the Agreement and (if the breach is capable of remedy) fails to remedy it within 30 days of receipt of written notice requesting it to do so; or
11.2.2 with immediate effect if the other party ceases to trade or disposes of its business, or threatens to do so or if, the other being a partnership, an application is made for its dissolution or it is dissolved or if the other, being a company or individual, begins, is party to, consents to, or is otherwise subject to, proceedings under the law relating to bankruptcy, distress, receivership, administration, insolvency or the relief of creditors or enters into arrangements benefiting its creditors.
11.3 Termination will not prejudice any existing rights at the dates of termination of either party.

12. Confidentiality

12.1 The Client shall during the Term of this Agreement and thereafter for a period of 3 years keep confidential all information in
whatever media, (written or oral) concerning the Know-how, the Web Site Materials, business and affairs of BEDFORDBECK
("Confidential Information") that it shall have obtained or received as a result of its entering into this Agreement.
12.2 The provisions of clause 12.1 shall not apply to any Confidential Information which:
12.2.1 is in or comes into the public domain other than by default of the Client;
12.2.2 is or has already been independently generated by the Client; or
12.2.3 is in the possession of or is known by the Client prior to its receipt from BEDFORDBECK.
12.3 The provisions of this Clause 12 shall survive the termination of this Agreement for whatever reason for a period of 5 years.

13. Parties Co-operation
Both parties agree to co-operate effectively with one another in good faith in resolving any issues arising during the life of this Agreement.

14. Employment Offers

14.1 The Client agrees that during the period from the Effective Date to twelve months after the date of acceptance referred to in Clause 4.7, it shall not offer employment to any of BEDFORDBECK's staff, whether as an employee, contractor or any other temporary or permanent basis, without BEDFORDBECK's prior agreement in writing.

15. General

15.1 Force Majeure
We shall not be liable to you or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform any of our obligations in relation to the provision of the Services if the delay or failure was due to any cause beyond our reasonable control.

15.2 Entire Agreement

15.2.1 This Agreement constitutes the entire understanding between the parties relating to the Services and supersedes all previous agreements, understandings or commitments between the parties or representations made by either party whether oral or written with respect to the Services.
15.2.2 The printed terms of any purchase order or other correspondence and documents of the Client issued in connection with this Agreement will not apply unless expressly accepted in writing by BEDFORDBECK.

15.3 Severability
If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.

15.4 Waiver
No delay or failure by either party to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them, nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise from them. Any waiver to be effective must be writing.

15.5 Assignment/Sub-Contracting
15.4.1 BEDFORDBECK may assign any of its rights or obligations under this Agreement without the Client's consent
15.4.2 The Client may not assign, sub contract or otherwise deal with all or any of its rights or obligations under this Agreement   without BEDFORDBECK's prior consent in writing.
15.4.3 BEDFORDBECK may engage or employ sub-contractors for carrying out any part of the Services set out in this Agreement.
15.6 Contract (Rights of Third Parties) Act 1999
        A person who is not a party to this Agreement shall have no right to under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
15.7 Governing Law
        This Agreement shall be construed in accordance with and governed by the laws of England and each party agrees to submit to the exclusive jurisdiction of the English Courts.