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 LLC for incorporation into the Site in accordance with the Project Plan.
"Price" means Bold Identities LLC charges described in this document.
"Project" the provision by Bold Identities LLC 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 LLC.
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 LLC and scope of Project
2.1 In consideration of the Client paying to Bold Identities LLC the Price, Bold Identities LLC 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 LLC 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 LLC does not warrant that the Site will be entirely error free.
2.1.3 Bold Identities LLC shall use all reasonable endeavors to provide the Services in accordance with the Project Plan.
2.2 This Agreement sets out the full extent of Bold Identities LLC 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.
3. Obligations of the Client
3.1 The Client acknowledges that Bold Identities LLC 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 LLC.
3.2 The Client shall provide Bold Identities LLC with access to, and use of, all information, data and documentation reasonably required by Bold Identities LLC for the performance by Bold Identities LLC 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 LLC 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 LLC 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 utilize 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 LLC has completed the design and development of the Site in accordance with the Site Specification, Bold Identities LLC 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 LLC 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 LLC has no responsibility (Non Bold Identities LLC Defect), the Site shall be deemed to have passed the Acceptance Test notwithstanding such Non Bold Identities LLC Defect by supplying additional services or products. The Client shall pay Bold Identities LLC in full for all such additional services and products at Bold Identities LLC 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 LLC 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 LLC 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 LLC then current schedule of rates in accordance with a timetable agreed with Bold Identities LLC.
4.7 All Materials shall, while in the possession of Bold Identities LLC, 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 LLC or its third party licensors, and Bold Identities LLC 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 LLC a non-exclusive license of such Intellectual Property Rights for the purpose of providing the Services.5.3 The Client shall indemnify Bold Identities LLC 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.
5.3 Bold Identities LLC 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 U.S.A, other than infringements referred to in clause
6. License, 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 LLC grants to the Client a personal, non-exclusive, non-transferable, perpetual license to use the Site in accordance with the terms of this license.
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 LLC pursuant to clause 6.4, all licenses granted by Bold Identities LLC under this agreement shall terminate immediately.
6.5 On expiry or termination of this agreement otherwise than on termination by Bold Identities LLC pursuant to clause 6,4, Bold Identities LLC 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 LLC 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 LLC expenses reasonably incurred.
6.6 On expiry or termination of this agreement, all provisions of this agreement shall cease to have an 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 LLC on the Payment Dates set out in this document.
8.2 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.
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 judgment.
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.9. Liability9.1 Nothing in this agreement shall operate to exclude or limit Bold Identities LLC liability for:
9.1.1 death or personal injury caused by its negligence; or
9.1.2 fraud; or
9.1.3 any other liability which cannot be excluded or limited under applicable law.
9.2 Bold Identities LLC 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 LLC shall in no circumstances be liable for any costs, losses or damages suffered by the Client where Bold Identities LLC 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 LLC 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 LLC 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 LLC unless made in writing and signed by an authorized signatory of both the Client and Bold Identities LLC.
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 LLC prior written consent signed by an authorized 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 is governed and construed in accordance with California law.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 LLC by the Client under this agreement.
10.15 All quotes are valid for 14 days10.16 We do not provide FTP or cPanel details to our clients.
10.17 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".