1.1 In this Agreement the terms here specifically defined have the meanings assigned:
"Commencement Date" means the earlier of the date that the signatory signs this Agreement
"Confidential Information" means all information, whether technical or commercial (including all specifications, drawings and design, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is (i) identified as confidential at the time of disclosure; or (ii) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
"Intellectual Property Rights" means copyright, know-how, confidential information, trade secrets, business names and domain names, trademarks, service marks, trade names, patents, petty patents, utility models, design rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off and all other industrial, commercial or intellectual property rights existing in any jurisdiction in the world and all the rights to apply for the same.
"Materials" means the branding, look and feel of and content to be provided by the Client to Bold Identities Ltd for incorporation into the Site in accordance with the Project Plan.
"Price" means Bold Identities Ltd.’s charges described in this document.
"Project" the provision by Bold Identities Ltd of the Services as set out in this Agreement.
"Project Plan" the timetable relating to the performance of the Services.
"Server" means a computer server administered by Bold Identities Ltd.
1.2 To the extent of any inconsistency between the Schedule contents and these terms and conditions, these terms and conditions shall prevail.
1.3 writing or written includes emails.
1.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Obligations of Bold Identities Ltd and scope of Project
2.1 In consideration of the Client paying to Bold Identities Ltd the Price, Bold Identities Ltd agrees:
2.1.1 to perform the Services using all reasonable care and skill and host the Site from the Server;
2.1.2 that the Site will perform substantially in accordance with the Site Specification for a period of 3 months from Acceptance. If the Site does not so perform, Bold Identities Ltd shall, for no additional charge, carry out any work necessary in order to ensure that the Site substantially complies with the Site Specification. Bold Identities Ltd does not warrant that the Site will be entirely error free.
2.1.3 Bold Identities Ltd shall use all reasonable endeavours to provide the Services in accordance with the Project Plan.
2.2 This Agreement sets out the full extent of Bold Identities Ltd.’s obligations and liability in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied with this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
2.3 During a bespoke design process, you are entitled to a maximum of 3 different design concepts. If, however, you request that we make amendments / refinements to any single concept, and we then spend time doing the said amendments, then any further concepts will be chargeable at our hourly rate.
2.4 Our bespoke development process accommodates for bespoke HTML/CSS responsive layouts. If you require complex jQuery / visual effects then these may be chargeable at the discretion of Bold Identities Ltd.
3. Obligations of the Client
3.1 The Client acknowledges that Bold Identities Ltd.’s ability to provide the Services is dependent upon the full and timely cooperation of the Client as well as the accuracy and completeness of any information and data the Client provides to Bold Identities Ltd.
3.2 The Client shall provide Bold Identities Ltd with access to, and use of, all information, data and documentation reasonably required by Bold Identities Ltd for the performance by Bold Identities Ltd of its obligations in accordance with the Project Plan.
3.3 Time shall be of the essence in connection with the Client's obligations under this Agreement.
3.4 The Client shall clearly define to Bold Identities Ltd any instructions which it has arising from the Site Specification and provision of the Materials. If the Client fails to do so then Bold Identities Ltd may suspend performance of the Services.
3.5 The Client must provide all required content and information to the agreed timescales to ensure Bold Identities Ltd can utilise the studio time and resource booked for the project. If there are any delays in providing the required content and information, then the project will be put on hold, and completed as and when studio time and resource is available.
4. Development and Acceptance of Site
4.1 Once Bold Identities Ltd has completed the design and development of the Site in accordance with the Site Specification, Bold Identities Ltd shall run Acceptance Tests,
4.2 The Acceptance Tests shall test compliance of the Site with the Site Specification.
4.3 Acceptance of the Site shall occur when the Site has passed the Acceptance Tests. Bold Identities Ltd shall notify the Client when the tests have been passed.
4.4 If any failure to pass the Acceptance Test results from a defect which is caused by an act or omission of the Client or by any one of the Client's sub-contractors or agents for whom Bold Identities Ltd has no responsibility (Non Bold Identities Ltd Defect), the Site shall be deemed to have passed the Acceptance Test notwithstanding such Non Bold Identities Ltd Defect by supplying additional services or products. The Client shall pay Bold Identities Ltd in full for all such additional services and products at Bold Identities Ltd.’s then current fees and prices.
4.5 Acceptance of the Site shall be deemed to have taken place upon the occurrence of any of the following events:
4.5.1 the Client uses any part of the Site for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
4.5.2 the Client unreasonably delays the start of the relevant Acceptance tests or any retests for a period of seven working days from the date on which Bold Identities Ltd is ready to commence running such Acceptance Tests or retests.
4.6 In the event that the Client shall require any changes, modifications or variations to the Site once Acceptance has taken place ("Additional Works") then Bold Identities Ltd and the Client shall work together to agree an additional Work specification, project plan and a price for such Works prior to any work commencing. Any maintenance or minor modifications shall be carried out after Acceptance in accordance with Bold Identities Ltd.’s then current schedule of rates in accordance with a timetable agreed with Bold Identities Ltd.
4.7 All Materials shall, while in the possession of Bold Identities Ltd, be deemed to be held at the Client's own risk and the Client should arrange insurance accordingly.
5.1 All Intellectual Property Rights in the Site (including in the content of the Site and the Site Software but excluding the Materials, arising in connection with this agreement shall be the property of Bold Identities Ltd or its third party licensors, and Bold Identities Ltd hereby grants the Client a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the Site.
5.2 All Intellectual Property Rights in the Materials shall be the property of the Client and its third party licensors, and the Client hereby grants to Bold Identities Ltd a non-exclusive licence of such Intellectual Property Rights for the purpose of providing the Services.
5.3 The Client shall indemnify Bold Identities Ltd against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe the intellectual Property Rights of a third party.
5.4 Bold Identities Ltd shall indemnify the Client against all damages, losses and expenses arising as a result of any action or claim that the Site infringes any Intellectual Property Rights of a third party in the UK, other than infringements referred to in clause.
6. Licence, Term and Termination.
6.1 This Agreement shall take effect on the Commencement Date and shall continue until terminated in accordance with the provisions of clause 6.4 below.
6.2 Bold Identities Ltd grants to the Client a personal, non-exclusive, non-transferable, perpetual licence to use the Site in accordance with the terms of this licence.
6.3 The Client shall not sell, transfer, distribute or otherwise make the Site available to, or use the Site on behalf of, any third party.
6.4 Either party may terminate this agreement immediately at any time by written notice to the other party if:
6.4.1 that other party commits any material breach of its obligations under this agreement which (if remediable) is not remedied within 14 days after to the service of written notice specifying the breach and requiring it to be remedied; or
6.4.2 in respect of the other a resolution is passed or an order is made for winding up (save for the purpose of a bona fide reconstruction or amalgamation); or
6.4.3 in respect of the other an administration order is made, or a receiver or administrative receiver is appointed over any of its property or assets; or
6.4.4 the other is dissolved or is insolvent or would be taken to be insolvent under section 123 Insolvency Act 1986.6.5 On termination of this agreement by Bold Identities Ltd pursuant to clause 6.4, all licences granted by Bold Identities Ltd under this agreement shall terminate immediately.
6.5 On expiry or termination of this agreement otherwise than on termination by Bold Identities Ltd pursuant to clause 6,4, Bold Identities Ltd shall promptly return all Materials to the Client and shall provide to the Client an electronic copy of the Site (including all content of the Site). Bold Identities Ltd shall provide such assistance as is reasonably requested by the Client in transferring the hosting of the Site to the Client or another service provider, subject to the payment of Bold Identities Ltd.’s expenses reasonably incurred.
6.6 On expiry or termination of this agreement, all provisions of this agreement shall cease to have effect, save that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
7.1 Each party shall in respect of the other party's Confidential Information:
7.1.1 keep the Confidential Information in strictest confidence and not make the same available to any third party; and
7.1.2 only use the Confidential Information for the purposes of this agreement and ensure that only those of its employees who need to know have access to the Confidential Information; and ensure that before any employee is allowed access to the Confidential Information, the duty of confidentiality under this clause 7 is brought to his or her attention.
7.2 Clause 7.1 survives the expiry or termination of this agreement.
7.3 Clause 7.1 does not apply to Confidential Information:
7.3.1 which is in the public domain at the date of its disclosure or subsequently comes it to the public domain otherwise than by breach of this agreement; or
7.3.2 which the receiving party can show was lawfully in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party, or which has been lawfully developed by or for the receiving party independently of any Confidential information disclosed to it by the disclosing party; or
7.3.3 which is lawfully disclosed to the receiving party by any third party and is not the subject of any restriction as to its use or disclosure imposed by or on the at third party at the time of provision; or
7.3.4 which the receiving party is obliged to disclose by law, by any court of competent jurisdiction or any regulatory body provided that (where permitted by law) it gives the disclosing party reasonable notice of such disclosure and the reason for the disclosure.
8 Payment and Costs
8.1 The Client shall pay the Price to Bold Identities Ltd on the Payment Dates set out in this document.
8.2 Value added Tax ('VAT') will be levied where payable by Bold Identities Ltd and in such circumstances will be paid at the prevailing rate on all sums due under the Agreement.All sums due are quoted exclusive of VAT.
8.3 All sums due must be paid on the agreed dates in this document. The Client shall pay interest on any overdue payment at the rate of 2% above Barclays Bank plc base rate from time to time from the due date until the date of payment, such interest to accrue on a daily basis both before and after judgement.
8.4 Where a Project Plan is agreed and structured to enable the Client to recover part or the whole of the Price through third party grants or funding and the Client fails to provide the Materials in accordance with the Project Plan then the Client acknowledges that the Client will pay the full amount of the Price in accordance with the Payment Terms.
8.5 The Client shall pay all amounts due pursuant to this Agreement in full without set off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
8.6 Time for payment shall be of the essence of this Agreement.
8.7. For avoidance of doubt, the company and the signatorary of all contracts and proposals are both liable for the costs. Should the business fold or default on payments, then the signatory will be held personally liable for making all further payments.
8.8 When a proposal is accepted by The Client, resource is allocated to the project, and therefore the total project value is due based on the payment terms agreed in the signed contract.
9.1 Nothing in this agreement shall operate to exclude or limit Bold Identities Ltd.’s liability for:9.1.1 death or personal injury caused by its negligence; or
9.1.2 any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or9.1.3 fraud; or9.1.4 any other liability which cannot be excluded or limited under applicable law.
9.2 Bold Identities Ltd shall not be liable to the Client for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage
9.3 Without prejudice to any of the foregoing Bold Identities Ltd shall in no circumstances be liable for any costs, losses or damages suffered by the Client where Bold Identities Ltd has not performed Services due to any failure of the Client to comply with its obligations pursuant to clause 3.9.4 Subject to clause 9.1, Bold Identities Ltd.’s aggregate liability in respect of all claims arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the Price paid to Bold Identities Ltd by the Client under this agreement.
10.1 The Agreement represents the entire agreement between the parties in relation to its subject matter and supersedes all previous written or oral communications.
10.2 No variation of this Agreement shall be binding on Bold Identities Ltd unless made in writing and signed by an authorised signatory of both the Client and Bold Identities Ltd.
10.3 Neither party shall be liable to the other for any delay or non-performance of its obligations under this Agreement (except for any obligation to make payment) arising from any cause beyond its reasonable control including any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion, industrial action or failure in telecommunications services.
10.4 The Client may not assign, subcontract, sub-license or otherwise transfer any of its rights or obligations under this Agreement without Bold Identities Ltd.’s prior written consent signed by an authorised signatory.
10.5 Any concession or indulgence made by either party shall not be considered as a waiver of its rights.
10.6 The headings in this Agreement are for convenience only and do not affect its meaning or construction.
10.7 Videos/Images - we have full license to use Adobe Stock for all stock imagery. Images are included within the Price, however videos are charged additionally. Any external images, or images from any other Stock Image provider are chargeable.
10.8 Icons - we have full license to use the FlatIcon suite, and these icons are included in the Price. Icons from other providers / custom icons are chargeable.
10.9 Fonts - we use Google WebFonts and Adobe Typekit for fonts. These are included in the Price. Fonts from other providers / custom fonts are chargeable.
10.10 Illustrations - some illustrations are available on Adobe Stock, and those are included in the Price. Custom illustrations are chargeable.10.11 This Agreement shall be construed in accordance with English Law and the English Courts shall have non-exclusive jurisdiction.
10.12 Any use of "including" shall be deemed to mean "including without limitation"
10.13 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely on or enforce any term of this Agreement.
10.14 Any reference to a statutory provision includes a reference to any modification or re-enactment of it. From time to time circumstances exceed the Price paid to Bold Identities Ltd by the Client under this agreement.10.15 All quotes are valid for 14 days
10.15 We do not provide FTP or cPanel details to our clients.
10.16 By accepting our proposal you give us permission to showcase your project in our portfolio and for our credit to be visible on the live site.10.18 The site credits will mention Bold – "site powered by Bold".
11.1 Whilst we will accommodate wherever possible for required amendments, the nature of the pre-built options is that they are a much quicker solution for our clients. With this in mind, any changes outside of scope (text, imagery, colours) may be chargeable at the discretion of Bold Identities Ltd.
12. Annual renewal contract
12.1 Our monthly pre-built options provide our clients with the opportunity to take advantage of a fresh new design every 12 months. If clients choose to take advantage of this option then they will automatically enter into a further 12-month contract, commencing on the final payment date of the initial 12 month period.
13.1 For avoidance of doubt, Bold Identities Ltd reserves the right to suspend all services and invoice the full 12 month term (payable in full within 14 days) if a direct debit payment fails, or if a direct debit is cancelled, and will not be held liable for any damages of any kind arising from taking such action. It is the responsibility of the client to ensure payments reach us on time.
14.1 Whilst our data centre offers a 100% uptime service-level agreement, if (for any reason) there is any downtime, payments are still due in full.
15. Logo Design
15.1 During the logo design process, we accommodate for 2 sets of 3 logos. Once these have been presented, we then accommodate for 2 rounds of amendments to your chosen preferred design. Further variations will be chargeable.