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Terms & Conditions

as flexible and easy to understand as possible

1. Introduction

All Products and Services provided by the Company are subject to the following terms and conditions.

2. Definitions

Conditions means these terms and conditions, including any special terms and conditions agreed in writing between the Company and the Client.
Company means SearchPath Limited, having its place of business at:
Swan Yard
Cirencester
Gloucestershire
GL7 2NH
and registered in England 05452592.
Client means any individual or company who agrees to acquire any Products or Services from the Company in accordance with the terms of the Agreement.
Agreement means the contract for the supply of Products and Services incorporating the Conditions and the terms of any Proposal or Specification.
Products means all products supplied by the Company to the Client under the terms of the Agreement as described in the Proposal.
Services means all services supplied by the Company to the Client under the terms of the Agreement as described in the Proposal.
Proposal means the proposal or quotation issued by the Company and accepted by the Client detailing the Products and Services to be supplied and the fees payable.

The Conditions are subject to change and revision, the most recent version can be found at www.searchpath.co.uk or by contacting the Company.

2.1 Application Of Conditions

These Conditions shall apply to all contracts between the Company and Client for the provision of Services by the Company (“the Contract”) and all quotations, offer, tender, or written proposals are made and all orders are accepted by the Company subject to these Conditions. Except as otherwise provided in these Conditions or agreed in writing by the Company, all other terms, conditions or warranties are excluded from any Contract between the Company and the Client.

3. Project acceptance

Email or other written approval for the work to commence from the Client or any employee of the Client shall be deemed as a contractual agreement between the Client and the Company.

Approval for the work to commence indicates that the Client accepts the terms and conditions outlined in this document.

Unless otherwise agreed in writing between the Company and the Client, any quotations provided by the Company will remain valid for acceptance for a period of 30 days.

4. Project timescale

The Company cannot always guarantee to start work immediately on a project but will arrange a date with the client as to when work can commence. Whilst every endeavour will be made to keep to the agreed timescale, the time for the Company to perform any obligation under the contract shall not be the essence of the contract. The Company accepts no liability for loss of damage of any kind arising from any failure to adhere to timescales.

5. Payment terms and schedule

Fees for Products and Services to be provided by the Company shall be defined in the project specification document.

5.1 Payment schedule

The payment schedule shall be defined in the project specification document, or within the proposal.

All invoices will be sent to the Client by email and will be in PDF format. All payments should be made within 30 days of the invoice date.

5.2 Expenses

The Company reserves the right to charge reasonable project expenses to the Client in respect of the Company carrying out its obligations under the Agreement. Expenses shall include but not be limited to travel costs, hotel accommodation and courier services and shall only be payable if agreed in advance by the Client in writing.

5.3 Project completion and testing period

The project shall be deemed to be complete when it meets the criteria outlined in the project Proposal document and the Company will be considered to have completed its work for that particular project. Once complete, the Company will supply the Client with the agreed deliverables and the remaining balance will become due for payment.

The Client is expected to fully test the project deliverables and will have 30 days in which to report any issues in writing to the Company. If these issues are a result of any defects that prevent the work from meeting the criteria outlined in the Proposal document, the Company will attempt to correct the defects free of charge. Where the issues fall outside the agreed scope of the project Proposal document, the Client should submit a formal change request and the appropriate charges will be applied.

After the 30 day testing period is complete, all work requested by the Client will be subject to charges.

The Company makes every effort to build websites and software without bugs. However, should bugs be found after the website or software is launched, SearchPath accepts no liability for loss or damage of any kind, financial or otherwise.

5.4 Late payment charges

At the discretion of the Company, invoices that have not been paid within 30 days of the invoice date will be subject to the addition of interest at the monthly interest rate of 3% above the Bank of England base rate.

5.5 Cancellation of orders

Should the Client wish to cancel the project at any time, they must do so in writing. The Client will be liable for any work that has already taken place and shall be charged accordingly.

If, during the project development, the client does not supply the content required in order to complete the project within a reasonable amount of time, SearchPath will invoice the client as if the project has been completed, and will be entitled to payment as if the project is complete. SearchPath will complete the project after the client furnishes the required information.

6. Change control procedure

Should the Client wish to change the deliverables of the agreed project in any way, the Client should inform the Company as soon as possible as these changes may affect the costs or timing of the project. In order to change a project after it has commenced, the following change control procedure must be followed.

  1. The Client should notify the Company in writing of the required changes.
  2. The Company will try to accommodate minor changes within the existing agreement but where changes will affect the cost of the project, the Company will provide the Client with a quotation for the work required.
  3. Should the Client accept the quotation, the costs and changes will be incorporated into the project.

The Company will be entitled to make a reasonable charge for researching any change requests and preparing the quotation. The Client will be notified of any potential charges in advance.

7. Confidentiality

The Company and Client shall treat as secret and confidential and not disclose to any third party (other than its professional advisors) any information clearly labelled as being confidential and supplied to the other party during the performance of the Agreement, except where required by law or where the information has come into the public domain other than through unauthorised disclosure.

8. Intellectual property and licensing

Unless otherwise agreed in writing, all copyright and intellectual property rights of Products and Services produced by the Company, including software, source code and Content Management System will remain the property of the Company. Where the Products and Services supplied by the Company include the intellectual property of a third party, the Company shall have ensured that all relevant licenses for its use have been obtained.

The Company grants to the Client a non-exclusive, irrevocable, royalty-free licence to use the Company’s Products and Services utilised in the Website solely to the extent necessary to operate and use the Website.

The Client undertakes not to access, modify, alter all or part of the Company’s Products and Services with a view to creating a separate website or licensing the website to a third party or diminish the design and function of the Website, without the prior written consent of the Company.

All copyright and intellectual property rights of content supplied to the Company by the Client will remain the property of the Client or any relevant third parties. Where the content supplied by the Client includes the intellectual property of a third party, the Client shall have ensured that all required licenses for its use have been obtained.

The copyright for material provided by the Company, such as graphics, photographs and text, will remain the property of the Company until such time as payment has been made in full whereupon they will become the property of the Client.

9. Warranties

The Company warrants and undertakes to the Client that it is able to enter into this Agreement, that all Products and Services will be supplied with reasonable care and skill and by means of appropriately qualified and skilled personnel, and that all Products and Services supplied to the Client (excluding any content supplied by the Client) shall not infringe any third party rights.

The Client warrants and undertakes to the Company that it is able to enter into this Agreement and that no content provided to the Company shall infringe any third party rights.

The Client accepts full legal responsibility for the use of all Products and Services supplied by the Company and it is the sole responsibility of the Client to ensure that the Products and Services supplied by the Company to the Client comply with any regulations and laws to which they may be subjected.

10. Limitation of liability

The Client shall indemnify and keep indemnified and hold the Company harmless from and against any breach by the Client of the Agreement and any claim brought against the Company by a third party resulting from the provision of any Products and Services supplied by the Company to the Client.

All Products and Services supplied by the Company to the Client are provided on an as-is basis. The Company shall not be liable for any consequential damage or loss (including, without limitation, consequential loss of profits or business opportunity) suffered by the Client as a result of any fault, defect or error in the Products or Services supplied by the Company. The Company shall have no liability for any loss or damage caused to the Client due to any viruses, worms, Trojan horses or other similar devices.

Subject to the above paragraph, the total aggregate liability of the Company in respect of any and all claims made by the Client with regard to the Products and Services supplied by the Company shall in no circumstances exceed the total of the fees paid by the Client for the original Products and Services supplied by the Company under this Agreement. This clause shall survive termination of the Agreement for any reason whatsoever.

Nothing in these terms and conditions shall exclude liability for death or personal injury resulting from negligence.

11. Hosting

All hosting services supplied by the Company are dependent upon third party providers. The Company does not warrant that these services will be uninterrupted or that information placed on the hosting server will be secure or inaccessible by third parties.

All hosting fees are payable by the Client in advance and on a yearly basis. Should the Client not be satisfied with any aspect of the hosting service provided, they may cancel the service by providing written notification to the Company. No refund will be made for any payments already made by the Client.

The Company reserves the right to terminate any hosting services supplied to the Client by providing the Client with written notice. Where this is the case, the Client will be refunded any advance payments that they have made for time remaining on the hosting service.

12. Website backup

The Company does not undertake to maintain, backup or update the Client’s website as part of the design project. If the Client wishes the Company to maintain, backup or update a website as a separate project, the Company will implement a maintenance contract with the Client’s agreement, appropriate to the amount of work required. Website maintenance may also be undertaken on a time and materials basis if the Client so wishes.

13. Search engines

If the Client wishes the Company to promote a website on a regular basis as a separate project, the Company will make every reasonable effort to promote the website effectively but cannot guarantee the placing in search engine results. The Company cannot accept responsibility or liability if any search engine, online directory or search site, submitted to as part of a website promotion commission, chooses not to list a client’s website.

14. Proper use

The Client agrees that all Products and Services supplied by the Company to the Client shall only be used for lawful purposes and that they shall not intentionally use any Product or Service for the transmission of any material which is in violation of any law or regulation in the United Kingdom, or which is defamatory, obscene or in breach of third party intellectual property rights, including copyright.

15. Force Majeure

If either party is affected by any circumstances beyond their reasonable control, they shall notify the other party of the nature and extent of these circumstances within 7 days. Neither party shall be liable for any delay in the performance of any of its obligations under this Agreement when due to Force Majeure and the party subject to delay shall be given a reasonable extension of time for performance.

16. Termination

The Company reserves the right to terminate the Agreement where the working relationship with the Client has broken down irretrievably. In this event, the Company will be entitled to invoice the Client for any work carried out up to the termination of the Agreement.

In the event that no work has been carried out, any advance payment made by the Client will be refunded.

17. Dispute Resolution

Unless the parties agree otherwise, no litigation in respect of any dispute between them shall proceed unless and until the parties have used their best endeavours amicably to settle the dispute through non-binding confidential mediation.

18. General

The Agreement shall constitute the entire contract between the Company and the Client. This shall supercede all previous agreements and be to the exclusion of all other arrangements, both written and verbal, made between the Company and the Client.

The Agreement may only be varied by written agreement between the Company and the Client.

Nothing in the Agreement shall be deemed to constitute a partnership between the Company and the Client.

Neither the Company nor the Client shall be permitted to assign the benefit or burden of the Agreement without the prior written consent of the other party.

All headings in this document are for ease of reference only and do not affect the interpretation of the Agreement.

If at any time any provision of the Agreement is or becomes illegal, invalid or unenforceable in any respect, that shall not affect the legality, validity or enforceability of any other provision of the Agreement.

The Company reserves the right to amend and update these terms and conditions at any time.

19. Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual claims or disputes) shall be interpreted construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.

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