The Framework Web Development Limited a company limited by shares, registered in England & Wales under number 09386187; its registered office is 2a Parliament House, 42-46 Parliament Street, Nottingham, United Kingdom, NG1 2AG; its trading address is 2a Parliament House, 42-46 Parliament Street, Nottingham, United Kingdom, NG1 2AG 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.
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 (No. 09386187) whose registered office is 2a Parliament House,42-46 Parliament Street, Nottingham, Nottinghamshire, United Kingdom, NG1 2AG.
“you” or “your”: the client whose details are set out on the front page of the Statement of Work
words in the singular include the plural and vice versa; words importing a gender shall import all genders.
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:
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:
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.
4.1 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:
5.2 Subject to clause 5.3, if:
5.3 We shall not be liable for Physical Materials’ failure to comply with the Warranty if:
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:
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.
6.1 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:
6.3 Until title to the Physical Materials has passed to you, you shall:
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:-
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.
7.1 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):-
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.
8.1 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:-
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”):
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:
9.1 Nothing in this agreement shall limit or exclude our liability for:
9.2 Subject to clause 9.1:
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:-
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.
11.1 Assignment and subcontracting.
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.
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.
11.6 Third party rights
A person who is not a party to this agreement shall not have any rights under or in connection with it.
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.
11.8 Governing law and jurisdiction
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 v1 May 2017