The Framework Web Development Limited t/a Framework Design is a company limited by shares, registered in England & Wales under number 09386187; its registered office is Top Floor, 48-52 Canal St, Nottingham NG1 7EH; its trading address is Top Floor, 48-52 Canal St, Nottingham NG1 7EH its VAT number is 204688111; its email address is firstname.lastname@example.org and telephone number is +44 (0) 115 822 6270.
Your attention is drawn in particular to the provisions of clauses 5 and 9.
In this agreement, the following definitions apply:
Business Day: any day other than a Saturday, Sunday or public holiday in England.
Digital Materials: any materials that are prepared or generated pursuant to the provisions of the Services and provided to you (other than drafts, specimens, samples and prototypes) in electronic form or otherwise made available for you and/or the public to access from our servers.
Digital Warranty: as defined in clause 5.9.
Digital Warranty Period: as defined in clause 5.9.
Fees: as defined in clause 7.1.
Force Majeure Event: as defined in clause 10.
Intellectual Property Rights: intellectual property including all patents, rights to inventions, copyrights and related rights, all other rights in the nature of copyright, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered of whatever nature whenever and howsoever arising) and all applications for the same, rights to apply for and/or renew the same, extensions and revivals of the same and all similar or equivalent rights or forms of protection which subsist or may subsist, now or in the future, anywhere in the world, including the right to sue for and recover damages for past infringements.
Materials: the Physical Materials and the Digital Materials.
Operating Environments: one or any of the operating or browser environments in respect of the Digital Materials, as specified in the Statement of Work (subject to clause 4).
Physical Materials: any physical materials that are prepared or generated pursuant to the provision of the Services and provided to you (other than drafts, specimens, samples and prototypes), whether such materials are printed or are in some other durable medium.
Purpose: unless otherwise expressly agreed by us in writing, your internal business purposes; including marketing and promotion of your business.
Services: the design services or such other services as are set out in the Statement of Work (subject to clause 4).
Statement of Work: the statement of work issued by us to you which incorporates these terms.
Specification: the specification of the Services, as set out in the Statement of Work (subject to clause 4).
Termination Date: as defined in clause 8.7.
Warranty: as defined in clause 5.1.
Warranty Period: as defined in clause 5.1.
“we”, “us” or “our”: The Framework Web Development Limited TA Framework Design (No. 09386187) whose registered office is The Hub, 40 Friar lane, Nottingham, Nottinghamshire, United Kingdom, NG1 6DQ.
“you” or “your”: the client whose details are set out on the front page of the Statement of Work
1. In this agreement, the following rules apply:
- 1.1. a person includes a natural person and bodies corporate or unincorporate (whether or not having separate legal personality).
- 1.2. a reference to a party includes its personal representatives, successors and permitted assigns.
- 1.3. a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
- 1.4. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- 1.5. a reference to writing or written includes faxes and e-mails.
- 1.6. words in the singular include the plural and vice versa; words importing a gender shall import all genders.
2. Basis of contract
- 2.1. A quotation for services given by us shall not constitute an offer capable of acceptance by you. The Statement of Work is not an offer capable of acceptance by you.
- 2.2. The terms of this agreement include these terms and the terms of the Statement of Work. In the event of any conflict between these terms and the express terms of the Statement of Work, then the express terms of the Statement of Work shall prevail.
- 2.3. This agreement shall come into effect after (i) it has been signed by each party and duly completed; or (ii) (if sooner) after you have confirmed in writing or orally that you agree to the Statement of Work and we have confirmed in writing that you have agreed the Statement of Work
- 2.4. The terms of this agreement apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- 2.5. This agreement constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this agreement. Any samples, drawings, descriptive matter, or advertising issued by us and any descriptions or illustrations contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of this agreement or any other contract between you and us for the sale or procurement of Materials and/or Services and/or otherwise.
- 2.6. Without prejudice to the generality of clause 2.5, we do not warrant that the Statement of Work corresponds with your brief to us (and any such warranty is hereby excluded). By signing the Statement of Work and/or agreeing the Statement of Work (in accordance with clause 2.3 and/or otherwise) you warrant that you have carefully read the Statement of Work and that the Statement of Work accurately reflects the services that you would like us to perform (whether or not it corresponds with any earlier discussions, briefs, correspondence and/or instructions).
- 3.1 Subject to you paying us the Fees, we will use reasonable care and skill in providing the Services and we will use reasonable endeavours to perform the Services within the time scales (if any) set out in the Statement of Work, however, dates quoted are approximate only and time is not of the essence. You agree to help us by promptly making available information that we request. We shall not be liable for any delay in providing the Services and/or failure to provide the Services to the extent caused by a Force Majeure Event or your failure to provide us with requested information in a timely fashion.
- 3.2 If you provide any content to be used in the Materials you agree that you will not provide (and you hereby warrant that you have not provided) any content which:-is or is:
- (a). likely to be considered defamatory, offensive, discriminatory, lewd and/or illegal
- (b). if used in the Materials for the Purpose and/or by us for the purpose of performing the Services would or would likely infringe the Intellectual Property Rights of any third party, and you hereby indemnify us in respect of any and all demands, actions, proceedings for claims against us which arisen as a result of your breach of this clause, including any damages costs and/or liabilities awarded by a court, tribunal or administrative body against us (anywhere in the world) and in respect of our costs in defence thereof (including legal and other professional fees on an indemnity basis).
- 3.3 It may be necessary for us to incorporate the works of a third party in the Materials. Where either you or we consider this necessary we will notify you of our proposals and any terms that the third party may have in relation to their Intellectual Property Rights in such works. If you agree to the use of such works you agree to comply strictly with the terms of any licence granted in respect thereof. We do not warrant that any works of third parties do not infringe the Intellectual Property Rights of any third party.
- 3.4 The following terms shall apply in relation to Operating Environments:
- (a). If an Operating Environment is specified in the Statement of Work, we only refer to the release specified and not any past or future releases or versions. If the ‘latest’ version (or any similar language) of an Operating Environment is specified in the Schedule of Work, this refers to the version of such Operating Environment that is generally released to the public on the date of this agreement and not any past or future releases or versions; and
- (b). if you want to change the selected Operating Environments (including adding new Operating Environments or adding a different release or version of an Operating Environment), this shall be considered to be a change to the Specification and therefore subject to the provisions of clause 4.
- 3.5 The Digital Materials will be prepared for one internet domain, which shall be deemed to be part of the Specification. If you wish to directly or indirectly use the Digital Materials on an internet domain other than that for which it was designed under this agreement, such use shall be considered to be a change of the Specification and therefore subject to clause 4. You shall not in any case directly or indirectly use the Digital Material without our consent in writing on an internet domain other than that for which it was designed under this agreement.
- 3.6 Subject to clause 9, if we fail to provide the Services our liability will be limited to our costs and expenses incurred by you in obtaining replacement services of similar description and quality in the cheapest market available less the price of the Services that you would have paid us had we provided you the Services.
4. Changes to a Specification
- 4.1. If you wish to change a Specification (including the time scales, the Operating Environments and/or the relevant internet domain), you must inform us in writing for the changes requested. No change and/or variation of the Specification shall be effective unless agreed by us in writing.
- 4.2. We will review the changes that you request. As a condition of agreeing to your requested changes we might ask you to sign a revised Statement of Work and/or require you to pay an additional Fee before agreeing to the changes.
- 4.3. If we have already started work on providing or preparing to provide services pursuant to this agreement when you request a change, you agree to pay for the work that we have performed at our prevailing rate and to pay any and all costs that we have incurred. We reserve the right not to commence work on any Services in the event that we agree a change to the Specification until such time as this clause 4.3 has been complied with.
- 4.4. We shall, in any event, be entitled to charge you at our standard hourly rates from time to time in the event that we agree a change to the Specification (notwithstanding any discounted rate card agreed with you in respect of the Statement of Work) in respect of work already performed at the date of such change and in respect of work to be performed after such date.
- 5.1. Subject to clause 5.3, we warrant (“the Warranty”) that on delivery, and for a period of 6 months from the date of invoice (“the Warranty Period”), the Physical Materials shall:
- (a). conform in all material respects with their description;
- (b). be free from material defects in design, material and workmanship; and
- (c). be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
- 5.2. Subject to clause 5.3, if:
- (a). you give notice in writing to us during the Warranty Period and within a reasonable time of discovery that some or all of the Physical Materials do not comply with the Warranty; and
- (b). we are given a reasonable opportunity of examining such Physical Materials; and
- (c). you (if we ask you to do so) return such Physical Materials to our place of business at your cost,we shall, at our option, repair or replace the Physical Materials that do not comply with the Warranty (at our cost including cost of return delivery to you), or (if the Physical Materials cannot be repaired or replaced) refund the price of the defective Physical Materials in full. Any defective Physical Materials (and parts) which are so repaired or replaced and/or in respect of which the price is refunded become our property.
- 5.3. We shall not be liable for Physical Materials’ failure to comply with the Warranty if:
- (a). you make any further use of such Physical Materials after giving notice in accordance with clause 5.2; or
- (b). the defect arises because (i) you failed to follow our oral or written instructions as to the storage, commissioning, use and/or maintenance of the Physical Materials or (if there are none) good trade practice and/or (ii) the Physical Materials have been subject to excessive physical environmental stress; or
- (c). the defect arises as a result of us following any drawing, design, instruction or specification supplied by you; or
- (d). you alter or repair such Physical Materials without our written consent and/or other than in accordance with our written or oral instructions; or
- (e). the defect arises as a result of fair wear and tear, wilful damage, negligence, misuse, accident, or abnormal storage or working conditions.
- 5.4. If you give a notice under clause 5.2(a) and subsequently no defect is found to exist, we reserve the right to charge you a reasonable amount for our wasted costs, including parts, labour and deliveries.
- 5.5. Subject to clause 9, we shall have no liability to you in respect of the Physical Materials’ failure to comply with the Warranty, except as provided in this clause 5.
- 5.6. The Warranty shall apply to any repaired or replacement Physical Materials supplied by us for the longer of (a) the remainder of the Warranty Period and (b) 120 days from the date of supply of repaired or replacement Physical Materials.
- 5.7. The sale of the Physical Materials is not a sale by sample. The nature of printing means that any proofs that we provide you with will have a reasonable margin of variation compared to the Materials, for instance in relation to the saturation or density of printing, and therefore we cannot warrant that any proofs we send you will be identical to the Materials.
- 5.8. Except as expressly set out in this agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
- 5.9 We hereby warrant (“the Digital Warranty”) that for a period of 3 months from the date of the relevant invoice (“the Digital Warranty Period”) the Digital Materials shall comply and perform materially in accordance with the Specification when viewed or otherwise accessed in the Operating Environments, save for any defect, fault or failure to perform arising directly or indirectly from:
- (a). a Force Majeure Event;
- (b). misuse, abuse or use of the Digital Materials for purposes other than for the Purpose; and/or
- (c). any defect or failure to the extent caused by modification, variation, development, adoption or amendment of the Digital Materials not performed by us.
- 5.10. If you give us notice in writing during the Digital Warranty Period and within a reasonable time of discovery that some or all of the Digital Materials do not comply with the Digital Warranty we shall, at our option, repair or replace the Digital Materials that do not comply with the Digital Warranty.
- 5.11. Subject to clause 9, we shall have no liability to you in respect of the Digital Materials’ failure to comply with the Digital Warranty except as set out in this clause 5.
6. Title and Risk
- 6.1. The risk in the Physical Materials shall pass to you on completion of delivery.
- 6.2. Title (legal and beneficial) to the Physical Materials shall not pass to you until we have received payment in full (in cash or cleared funds) for:
- (a). the Physical Materials; and
- (b). all other sums which are payable to us for sales of the Physical Materials or any other products and/or services to you, including the Services (whether or not such sums are payable before or after the invoice date of the Materials concerned).
- 6.3. Until title to the Physical Materials has passed to you, you shall:
- (a). hold the Physical Materials on a fiduciary basis as our bailee;
- (b). not remove, deface or obscure any identifying mark or packaging on or relating to the Physical Materials;
- (c). maintain the Physical Materials in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
- (d). notify us immediately if you become subject to any of the events listed in clause 8.9; and
- (e). give us such information relating to the Physical Materials on demand as we may require from time to time.
- 6.4. If before title to the Physical Materials passes to you, you become subject to any of the events listed in clause 8.9, or we reasonably believe that any such event is about to happen and notify you accordingly, and/or if you have failed to pay the price for Physical Materials delivered on or before the due date for payment then, provided that the Physical Materials have not been resold and delivered to a third party purchaser and without limiting any other right or remedy we may have, we may at any time require you to deliver up the Physical Materials and, if you fail to do so promptly, enter any of your premises or of any third party where the Physical Materials are stored in order to remove them (and you grant us an irrevocable licence to enter your premises for such purpose).
- 6.5. Ownership of any and all Intellectual Property Rights expressed in or on the Materials of whatsoever nature shall be and shall remain our property, subject to clauses 6.6 to 6.10 (inclusive).
- 6.6. In the event that we have agreed to assign any Intellectual Property Rights to you in the Statement of Work then, subject to clauses 6.8 to 6.10 (inclusive), we will assign such Intellectual Property Rights as are reproduced in the Materials by way of our standard form of assignment from time to time.
- 6.7. In the event that we have agreed to grant you a licence in the Statement of Work, then subject to clauses 6.8 to 6.10 (inclusive), we hereby grant you a non-exclusive, perpetual, royalty-free licence to use the Materials for the Purpose. We shall be entitled to use such Intellectual Property Rights as are reproduced in the Materials for any purpose whatsoever and/or to grant similar licences to third parties.
- 6.8. We shall not assign or licence any Intellectual Property Rights to you pursuant to clauses 6.6 or 6.7 until such a time as we have received payment in full (in cash or cleared funds) for:-
- (a). the Materials; and
- (b). all other sums payable to us (whether or not such sums are payable before or after the invoice date of the materials), including the Fees and any such assignment or licence shall be deemed to be void until such payment has been received.
- 6.9. Intellectual Property Rights in any drafts, specimens, samples and prototypes of anything that we produce will at all times remain ours and shall not be assigned, licensed or assignable or licensable under this agreement.
- 6.10. Notwithstanding clauses 6.6 and 6.7, the Intellectual Property Rights belonging to third parties in works incorporated in the Materials pursuant to clause 3.4 shall not be assigned or licensed to you by us pursuant to this clause 6 and/or otherwise.
7. Price and payment
- 7.1. Subject to clause 7.2, our fees (“the Fees”) shall be as set out in the Statement of Work and in this agreement and as otherwise agreed by you and us from time to time in writing.
- 7.2. The Fees are exclusive of value-added tax (VAT) and, subject to supply of a VAT invoice by us, you will pay all VAT payable on the supply of the Services.
- 7.3. Unless we specify dates on which payments are to be made in the Statement of Work, you agree to pay 50% of the Fees set out in the Statement of Work in cleared funds on or before the date of this agreement. You shall pay the remainder of the Fees within 30 days of completion of a Statement of Work (as determined by us acting in our absolute discretion).
- 7.4. Time of payment is of the essence.
- 7.5. If you fail to make any payment due to us under this agreement by the due date for payment (due date), then (without prejudice to any of our other rights):-
- (a). you shall pay interest on the overdue amount at the rate of 4% per annum above Coutts & Company’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You shall pay the interest at the same time as payment of the overdue amount;
- (b). we can suspend all further provision of Services to you under this agreement and/or terminate this agreement and/or any other agreements we have with you;
- (c). we can require immediate payment in full of all other amounts owed by you to us (whether or not such amounts have otherwise fallen due for payment);
- (d). we can require payment in advance in respect of any other agreements or services.
- 7.6. You shall pay all amounts due under this agreement in full without any deduction or withholding except as required by law and you shall not be entitled to assert any deduction, discount, abatement, credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us to you.
- 7.7. All amounts are payable in pounds sterling. However, we may in our absolute discretion (if requested by you) provide a quote in a different currency and/or allow payment in a different currency. In that event, the rate of exchange will be that selected by us in our reasonable discretion and (regardless of the rate of exchange applied to any quote or appearing on any invoice) in relation to payment, the rate of exchange will be that so specified by us on payment.
8. Cancellation and Termination
- 8.1. In the event that you wish us to stop working in respect of the Statement of Work you must send us a written cancellation request (“a Cancellation Request”).
- 8.2. We shall be entitled to cease providing the Services from the date of the Cancellation Request (“the Cancellation Date”).
- 8.3. In the event of a Cancellation Request, you shall pay us:-
- (a). in respect of the Services performed by us up to and including the Cancellation Date (based on our standard hourly rates from time to time, notwithstanding any agreed discount rates);
- (b). in respect of our staff and resources to the extent that such staff and resources would have been used to perform the Services (but for the Cancellation Request) for a period of 14 days after the Cancellation Date;
- (c). any and all disbursements, costs, expenses and/or outgoings of whatever nature (“Expenses”) incurred, accrued, paid and/or payable in respect of any goods and/or services booked and/or ordered for or on your behalf and/or otherwise in respect of the Services before the Cancellation Date, whether such Expenses relate to the period before or after the Cancellation Date and whether such Expenses fall due for payment before or after the Cancellation Date.
- 8.4. You shall pay us the amounts referred to in clause 8.3 within 14 days of our determination thereof (and such determination shall be, in absence of manifest error, final and binding on the parties).
- 8.5. We may terminate this agreement by giving you not less than 30 days’ written notice.
- 8.6. Subject to you paying the amounts referred to in clause 8.3, you may terminate this agreement by giving us not less than 30 days’ notice, provided that such notice given on or after our determination under clause 8.4.
- 8.7. Without prejudice to clause 8.3, on termination of this agreement for any reason (the date of such termination being “the Termination Date”):
- (a). in respect of the Services performed by us up to and including the Termination Date (based on our standard hourly rates from time to time, notwithstanding any agreed discount rates);
- (b). any and all Expenses incurred, accrued, paid and/or payable in respect of any goods and/or services booked and/or ordered for or on your behalf and/or otherwise in respect of the Services before the notice of termination, whether such Expenses relate to the period before or after the Termination Date and whether such Expenses fall due for payment before or after the Termination Date.
- 8.8. If you become subject to any of the events listed in clause 8.9, or we reasonably believe that you are about to become subject to any of them and we notify you accordingly, then, without limiting any other right or remedy available to us, we may terminate this agreement and/or exercise any of the rights referred to in clause 7.5(b) to (d) inclusive and all outstanding Fees (including any amounts referred to in clauses 8,3 and/or 8.7) shall become immediately due
- 8.9. For the purposes of clause 8.8, the relevant events are:
- (a). you suspend, or threaten to suspend, payment of your debts or you are unable to or admit inability to pay your debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) have any partner to whom any of the foregoing apply; a liquidator is appointed in respect of you; or
- (b). you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors or any class of creditors; or
- (c). you are the subject of a bankruptcy petition or order; or
- (d). a creditor or encumbrancer of yours attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 7 days; or
- (e). an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you; or
- (f). a person becomes entitled to appoint an administrative receiver or a receiver or an administrative receiver or a receiver is appointed over any of your assets; or
- (g). any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause 8.9(a) to clause 8.9(f) (inclusive); or
- (h). you suspend, threaten to suspend, cease or threaten to cease to carry on all or substantially the whole of your business; or
- (i). your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under this agreement has been placed in jeopardy;
- (j). you die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.
9. Limitation of liability
- 9.1. Nothing in this agreement shall limit or exclude our liability for:
- (a). death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
- (b). fraud or fraudulent misrepresentation; or
- (c). breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
- (d). defective products under the Consumer Protection Act 1987; or
- (e). any matter to the extent it would be unlawful for the Supplier to exclude or restrict liability.
- 9.2. Subject to clause 9.1:
- (a). our liability for damage to your property (and that of any person to whom the Services are directly or indirectly supplied by you) shall be limited to (i) the higher of 3 times the Fees (exclusive of VAT) and £15,000 in respect of any one event or series of connected events and (ii) £20,000 in respect of the total of all such claims;
- (b). our total liability to you in respect of all losses arising under or in connection with this agreement (save those referred to in clauses 9.2(a), 9.3 and 9.4), whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to the higher of 5 times the Fees under this agreement (exclusive of VAT) and £25,000.
- 9.3. Subject to clause 9.1, we shall not have any liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for indirect loss (other than any referred to in clause 9.2(a)) arising under or in connection with this agreement.
- 9.4. If a court of competent jurisdiction determines that the provisions of clause 9.3 are not valid and enforceable this clause 9.4 shall apply, but in the absence of such a determination this clause 9.4 shall not be of any effect. Our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for indirect loss (other than any referred to in clause 9.2(a)) arising under or in connection with this agreement shall be limited to the higher of 2 times the Fees (exclusive of VAT) and £10,000.
- 9.5. The limitations and exclusions of liability referred to in clauses 9.2 to 9.4 (inclusive) shall apply to the direct and indirect loss referred to in those clauses regardless of the nature of the loss and including the following:-
- (a). special or other damage even though the Supplier was aware of the circumstances in which such special or other damage could arise;
- (b). loss of profits;
- (c). loss of anticipated savings;
- (d). loss of business and/or business opportunity;
- (e). loss of goodwill; and
- (f). loss or corruption of data.
- (g). Force majeure
- (h). Neither us nor you shall be liable for any failure or delay in performing our respective obligations under this agreement (save in respect of the payment of any sum due) to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was not reasonably avoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources, information technology system, communication or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, shortages of supplies, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
- 10.1. Assignment and subcontracting.
- (a). We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights and/or obligations under this agreement.
- (b). You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights and/or obligations under this agreement without our prior express written consent.
- 10.2. Notices
- (a). Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or its principal place of business or such other address as that party may have specified to the other party in writing in accordance with this clause or to its last known place of business, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, fax or e-mail.
- (b). A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, at 9:00am on the Business Day after transmission.
- (c). The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- 10.3. Severance
- (a). If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions (or other part of any affected provision) of this agreement shall not be affected.
- (b). If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
- 10.4. Waiver
- (a). A waiver of any right or remedy under this agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
- 10.5. Publicity
- (a). Subject to the Statement of Work, we shall be entitled to use, publish, reproduce and/or otherwise disclose the Materials, your name and/or the relevant project on our website and/or in our publicity materials from time to time for the purposes of publicising our involvement in preparing such Materials, in the performance of the Services and/or otherwise in relation to the relevant project.
- 10.6. Third party rights
- (a). A person who is not a party to this agreement shall not have any rights under or in connection with it.
- 10.7 Variation
- (a). Subject to any rights expressly reserved to us to make changes, any variation to this agreement, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing by you and us.
- 10.8 Governing law and jurisdiction
- (a). This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree, for the sole benefit of us that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this clause shall limit the right of us to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings by us in any one or more jurisdictions preclude the taking of proceedings by us in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
The Framework Web Development Ltd – Terms and Conditions November 2022