The following Terms and Conditions are between Aspire Knight Limited, hereafter “the Developer”, and “the Client” for the purposes of website design, marketing services or software application development or support.
General Terms and Engagement
Permission and Copyright
Copyright of the completed web designs, images, pages, code and source files created by the Developer or service supplier for the project shall be with the Client upon final payment only by prior written agreement. Without agreement, ownership of designs and all code is with the Developer or service supplier. In instances of license software or applications, the developer or service supplier owns all permissions and copyright of the web designs, images, pages, code and source files created, unless stated otherwise by the Developer.
License Software or applications. The Developer owns all permissions and copyright of the source files and software designs created, unless stated otherwise by the Developer. In the event the developer ceases to trade then the ownership of designs and all code for software developed and IP will be provided to the client if an incoming or an existing service provider of the Developer cannot fulfill an adequate replacement of its services. If the developer is not able to provide or support the services agreed then the developer and client may come to agreement to provide the source code for the application under terms suitable and agreed by both parties.
Design, Third Party Software or Service Provider
Domain, Support and Hosting
The Developer can, at its own discretion, but is not obliged to, offer domain name registration and hosting via a third party service. The Client agrees that registration of a domain name does not provide endorsement of the right to use the name. The Client is responsible for ensuring they have due title to the domain name. The Developer holds no liability and the Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s registration of a domain name. The Client agrees to take all legal responsibility for use of third party domain name, software and hosting services and supply truthful details to the third party services. Any other domain name and hosting services or costs not included by the Developer, including but not limited to further domain name registration fees, domain name transfer charges, yearly domain name renewals, hosting charges, yearly hosting renewals, hosting upgrades, extra disk space, bandwidth, software support, software licenses and source code and any other related or hidden charges, are to be paid by the Client to the third party services. The Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account that the Developer requires to upload the website if required as part of a project. The Developer reserves the right without notice to cancel, reject or refuse work with domain names or hosting services without reason for such rejection or refusal. The Client agrees to be liable for their use of the domain name, hosting and email services with the third party and hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material and use of the domain name, hosting and email services. The Client agrees to take full responsibility for all usage of the domain name, hosting and email services and to fully abide by the terms and conditions set out by the third party for such services.
The Client agrees that an HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by Internet browser software. The Developer agrees to try to match the design as closely as is possible when building the code. During a website project it is important that the Client communicates information to the Developer to achieve the required result. If the Client requests design or content alterations to pages that have already been completed, new pages or different functionality other than that specified in the original quotation, the Developer reserves the right to quote separately for these alterations. If optimised pages are included as part of the project, the Developer will optimise the Client’s web pages that already make up part of the project. Optimised pages are not creation of new pages. The optimisation of the web pages can include the meta tags, keywords, description, title, alt tags and text provided by the Client. The Developer endeavors to create pages that are accessible to search engines. However, the Developer gives no guarantee that the site will become listed with search engines. If an error or issue with the design or code arises during the project, which does not allow the design or code to match the original specification, then the Client agrees that the Developer can apply a nearest available alternative solution. The Developer at all times applies reasonable skill and care in provision of services. After site completion, a Client or a third party of their choosing may wish to edit their website code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If the Client or a third party of their choosing edits the website code and this results in functionality errors or the page displaying incorrectly, then the Developer reserves the right to quote for work to repair the website. The Developer reserves the right to assign subcontractors in whole or as part of a project or development if needed. The Developer will keep a copy of the site, design and source code files when a project is being worked on. However, the Client agrees that it is their responsibility to have regular backups made by themselves or the third party hosting services in case of a software or hardware failure at the third party hosting servers. All communications between Developer and Client shall be by telephone, email, Skype or in person, except where agreed at the Developer’s discretion.
Accessibility & Web Standards
The Developer tests sites and software to ensure they comply with WAI accessibility standards to Level A conformance at time of sale. The Developer tests sites, software, source code and templates to ensure they comply with W3C CSS standards as they are at time of sale. Should updated W3C CSS guidelines be introduced after the site or source code were sold or licensed to the Client, the Developer reserves the right to quote separately for any additional work needed. The Developer shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the standard development platform, which includes recent versions of the main browsers, Internet Explorer and Mozilla Firefox. The Client agrees that the Developer cannot guarantee correct functionality with all browser software across different operating systems.
The Client agrees that, following handover of files, any updated software versions of the browsers detailed in the standard development platform, including the browsers Internet Explorer and Mozilla Firefox, domain name set-up changes or hosting set-up changes thereafter may affect the functionality and display of their website. As such, the Developer reserves the right to quote for any work involved in changing the website design or website/application code for it to work with updated browser software, domain name or hosting changes. The Client agrees that more advanced applications on a website page may require a newer browser version or plug-in.
Prices are subject to change without notice. All quoted prices are exempt of VAT. All invoices must be paid in full within 28 days of the invoice date, except where agreed at the Developer’s own discretion. The Developer reserves the right to decline further work on a project if there are invoices outstanding with the Client. The Developer reserves the right to remove its work for the Client from the Internet if payments are not received.
Software & Licenses
Subject to payment of the applicable client fees or payment terms greed (as set out in your order), and subject to the terms of the client or also refereed to as the licensee, the Developer grants to the client a non-exclusive, non-transferable license to use the Software for the number of users (as set out in your order) for the period specified in your order.
The client shall use its reasonable endeavors to ensure that it does not exceed the terms agreed with the developer. Developer reserves the right to include any appropriate application or function within the Software to restrict the clients’ use of the Software in accordance with the terms of your order. In the event that any Software applications are deployed by the Licensee within a shared or remote environment, then access to each individual software application must be controlled and limited by the Licensee to ensure that the software is only used by appropriately licensed users. Licensee shall not modify, amend or alter the Software in any way without the prior written consent of the Developer. Licensee shall be liable for any breach of the license of the Software by any of Licensee’s contract staff or sub-contractors and will indemnify and hold harmless the Developer against all liability, loss, damages, reasonable costs and expenses incurred or suffered by the Developer as a result of any such breach. The Licensee will not use the Software in violation or contravention of any applicable legislation.
Software & License Rights
The Developer (or its licensors) retains all right, title and interest in the Software and Documentation and any copies thereof. Title to the Software media, responsibility for shipment and risk of loss shall remain with the Developer until delivery of the media to Licensee at the address specified by Licensee in your order. Except as otherwise expressly granted, no license, right or interest in any Developer trademark, copyright, trade name, and service mark or in any form. Each party acknowledges that any breach of its obligations with respect to the proprietary rights of the other party may cause such other party irreparable injury for which there may be inadequate remedies at law and that such other party will be entitled to equitable relief, in addition to all other remedies available to it.
This License shall be terminated forthwith if the Licensee is in material breach of the terms of the agreement and, in the event of a breach capable of being remedied, fails to remedy the breach within thirty (30) calendar days of receipt of notice thereof in writing; fails to pay any amount due to the Developer within ninety (60) calendar days of the date of the invoice; has a proposal made for its voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) of its creditors; is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; has a trustee, receiver, administrative receiver or similar officer appointed in respect of all or any part of the business or assets of its organisation; has a petition is presented (and not discharged within 30 days) or a meeting is convened for the purpose of considering a resolution, or other steps are taken for its winding up, or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction); ceases to carry on business as a going concern; ceases to be in a position to fulfill its obligations set out herein; suffers any event in a foreign jurisdiction analogous to or comparable with any of the foregoing. Within seven (7) calendar days following the date of termination or expiry of this Software License or agreement, the Licensee shall at the sole option of the Developer return or destroy all copies, forms and parts of the Software and Documentation shall certify to the Developer in writing that this has been done.
Software & Support Liability
The client shall have no liability for any claim of infringement based on: (i) use of a superseded or modified release of the Software, except for such alteration(s) or modification(s) which have been made by the Developer or its Service Supplier or under the Developers or Service supplier’s direction, if such infringement would have been avoided by the use of a current unaltered release of the Software; or (ii) the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by the Developer if such infringement would have been avoided by the use of the Software without such programs or data; or (iii) where a claim of infringement relates to Software specified by Licensee. Any information whether oral, written or on electronic or optical media relating to this Agreement (although not its existence), the business and affairs of the parties and their respective clients, and as it relates to the Supplier, the Software, Third Party Software, algorithms, software architectures and programming interfaces, protocols, designs and documentation (including, in particular, screen designs) and other materials delivered by the Supplier to the Customer pursuant hereto and in respect of both parties and technical and commercial data, customer account details, marketing and business plans, client lists, prices and pricing information, commercial agreements between the parties and between either party and a third party, information on communications, hardware and integration, data, drawings, diagrams, trade secrets, know-how, all proprietary information and other intellectual property or rights thereto belonging to either party or held by either party under a duty of care to a third party to treat such information as confidential and any other information specifically identified by either party as confidential. If the Client elects to purchase consulting or software services, any ideas, know-how, or techniques that may be developed by the Developer as a result of such consulting services, including but not limited to any enhancements or modifications made to the Software or Documentation (collectively, “Developments”) shall be the property of the Developer unless otherwise stated in your order. The Developer may in its sole discretion develop, use, market, and license any software or data processing material that is similar or related to that which was developed by the Developer for Licensee. The Developer shall not be required to disclose information concerning any Developments that the Developer deems to be proprietary and confidential.
Liability and Warranty Disclaimer
The Developer provides their website, software and licenses and the contents thereof on an ‘as is’ basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. The Developer cannot guarantee the functionality or operations of their website or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete. The Client agrees that the Developer is not liable for any bugs, performance issues or failure of their software as many platforms are open-source software distributed under the GPL (“GNU General Public License”) and is maintained and developed by a community of thousands of users and developers. The Developer endeavors to provide a website or software within given delivery time scales to the best of its ability. However, the Client agrees that the Developer is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery time scale. The Client agrees that the Developer is not liable for any failure to carry out services for reasons beyond its control, including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services. The Developer is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided. On handover of files from Developer to Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use. The Developer is not responsible for any claimed damages, which may result from our web servers going offline, or being unavailable for any reason or due to the malfunction of any source code or service provided. This includes damages, which may result from the corruption or deletion of data. The client agrees to indemnify, defend and hold the Developer, its directors and employees harmless from any incidental, indirect, direct, special, exemplary, punitive or consequential damages whatsoever, for loss of business profits, business interruption, loss of business information, or any other monetary loss arising out of the use of or inability to use our services, or the provision of or failure to provide services. Whilst every effort is made to make sure files are error free, the Developer cannot guarantee that the display or functionality of the software or web design or the website will be uninterrupted or error free. If, after handover of files, errors are found in code the Developer has created and the standard development platform, domain name set-up and hosting set-up are the same as when work began, then the Developer can correct these errors for the Client free of charge for a period of 3 months, after acceptance of the work. After the 3-month period, the Developer reserves the right to quote separately for any work involved in correcting an error. If, after handover of files, errors are found in code the Developer has created and the standard development platform, or the domain name set-up or hosting set-up have been changed, the Developer can correct errors and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name set-up or hosting set-up. Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, the Developer reserves the right to cancel forthwith any projects and invoice the Client for any work completed. The Developer shall have no liability to the Client or any third parties for any damages, including but not limited to claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or website, even if the Developer has been advised of the possibility of such damages.
Law & Regulation
There are sometimes laws and taxes that affect Internet e-commerce. The Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet e-commerce. The Developer may from time to time recommend to the Client that updates are needed to their site, including but not limited to new legislation compliance, software compatibility and web standards. The Developer reserves the right to quote for any updates as separate work. The Client agrees that the Developer is not liable for any failure to inform or implement these updates to their site. The Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.
The Client agrees to use all Developer services and facilities at their own risk and agrees to defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims, including but not limited to legal fees against the Developer or its associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. The Client agrees that this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name. The Client also agrees to indemnify, hold harmless and defend, the Developer against any liabilities arising out of injury to property or person caused by any any product or service sold by the Client or any service provided or agreed to be provided or by third parties, including but not limited to infringement of proprietary rights, misinformation, infringement of copyright, delivery of defective services or products that are harmful to any company, person, business, or organisation.
The Developer and any third party associates agree that, unless directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. The Client agrees that it will not convey any confidential information about the Developer to another party, unless directed by the Developer.