1.1 Definitions. In these Conditions, the following definitions apply:
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.
Contract: the contract between Squibble Ltd and the Client for the supply of Services in accordance with these conditions.
Client: the person or firm who purchases Services from Squibble Ltd.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Services: the services, including the Deliverables, supplied by Squibble Ltd to the Client as set out in the Scope.
Scope: the description or scope of the Services provided in writing by Squibble Ltd to the Client.
2. Basis of contract
2.1 This Contract sets out the basis on which the Client is engaging Squibble Limited for artwork, design, print work and/or web design. Please sign and return this Contract to confirm your agreement to these Conditions.
2.2 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Squibble Ltd which is not set out in the Contract.
2.3 Any samples, drawings, descriptive matter or advertising issued by Squibble Ltd, and any descriptions or illustrations contained in Squibble Ltd’s 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 the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by Squibble Ltd shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
3. Supply of Services
3.1 Squibble Ltd shall supply the Services to the Client in accordance with the Scope in all material respects.
3.2 Squibble Ltd shall use all reasonable endeavours to meet any performance dates specified in the Scope but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 Squibble Ltd shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Squibble Ltd shall notify the Client in any such event.
3.4 Squibble Ltd warrants to the Client that the Services will be provided using reasonable care and skill.
3.5 Squibble Ltd will design websites to be compatible with the most popular current browsers (e.g. Firefox, Internet Explorer 9+, Google Chrome, etc). Squibble Ltd cannot and does not guarantee correct functionality with all browser software across different operating systems.
3.6 Squibble Ltd will not be responsible if following the delivery of website, a browser update causes the website not to display correctly. Squibble Ltd reserves the right to quote and charge the Client for any work required to make the website compatible with the updated browser software.
3.7 Squibble Ltd will not be responsible for any alterations (e.g., additions, modifications, deletions, etc) made by a third party to the website or web pages once the Services have been delivered.
3.8 Squibble Ltd reserves the right to include a link to their website on the Client’s website. The Client gives permission for any website delivered to the Client by Squibble Ltd to be used for marketing and sales purposes.
3.9 Squibble Ltd retain ownership of any design provided in accordance with the Services until all payments under this Contract are paid in full by the Client. Any working drafts or designs created by Squibble Limited during the provision of the Services remain the property of Squibble Ltd.
4. Client’s obligations
4.1 The Client shall:
a) ensure that the terms of the Order and any information it provides in the Scope are complete and accurate;
b) co-operate with Squibble Ltd in all matters relating to the Services and provide an individual from the Client company to be a primary contact to aid Squibble Ltd with progressing the Services;
c) provide Squibble Ltd with such information and materials (including text, images, movies and sound files) as Squibble Ltd may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
d) grant temporary read/write access to the Client’s storage directories (to be accessible via FTP) if the Client’s website is to be installed on a third party server.
e) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
f) be responsible for the payment and renewal of domain names. Squibble Ltd accepts no responsibility for the loss or cancellation of a domain name by the Client through non-payment of hosting fees or otherwise.
4.2 Unless otherwise specified in the Scope, any text will be provided by the Client in electronic format (for example through Word files on Dropbox/USB sticks or via e-mail) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Any text provided should be with reference to the title for each web page. Although every reasonable attempt shall be made by Squibble Ltd to return to the Client any images or printed material provided for use in creation of the Client’s website, such return cannot be guaranteed.
4.3 If Squibble Ltd’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
a) Squibble Ltd shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Squibble Ltd’s performance of any of its obligations; and
b) Squibble Ltd shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Squibble Ltd’s failure or delay to perform any of its obligations as set out in this clause 4.3.
5. Charges and payment
5.1 The Charges for the Services are set out in the Scope.
5.2 Squibble Ltd shall invoice the Client as set out in the Scope.
5.3 The Client shall pay each invoice submitted by Squibble Ltd;
a) in accordance with the terms for payment set out in the Scope; and
b) in full and in cleared funds to a bank account nominated in writing by Squibble Ltd,
and time for payment shall be of the essence of the Contract.
5.4 Squibble Ltd shall be entitled to charge the Client for any expenses reasonably incurred for the completion of the Services. Additional expenses include but are not limited to special fonts, stock photography, domain names, etc.
5.5 If the Client fails to make any payment due to Squibble Ltd under the Contract within 30 days of it becoming due, then the Client shall pay interest on the overdue amount at the rate of 4% per cent per annum above Barclays Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount and will be responsible for any expenses incurred by Squibble Ltd in enforcing the terms of this Contract including legal costs and enforcement costs.
5.6 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Squibble Ltd may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Squibble Ltd to the Client.
6. Intellectual property rights
6.1 The Client retains the Intellectual Property Rights to data, files and graphic logos provided by the Client, and grants Squibble Ltd rights to public and use such material. The Client must obtain permission and rights to use any information or files that are subject to Intellectual Property Rights held by a third party. The Client is further responsible for granting Squibble Ltd permission and rights for use of the same and agrees to indemnify and hold harmless Squibble Ltd from any and all claims resulting from the Client’s negligence or inability to obtain proper permissions for any third party Intellectual Property Rights. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Squibble Ltd that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
7. Limitation of liability
7.1 Nothing in these Conditions shall limit or exclude Squibble Ltd’s liability for:
a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
b) fraud or fraudulent misrepresentation.
7.2 Subject to clause 7.1:
a) Squibble Ltd shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract and in connection with any inaccuracy on the Client’s website, delay in the provision Services or loss or damage to the Client’s data/artwork/photos, etc; and
b)Squibble Ltd’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid by the Client for the Services.
7.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
7.4 The Client agrees to indemnify and hold harmless Squibble Ltd from any claims resulting from unlawful use of any website provided by Squibble Ltd or any other use that causes damage to the Client or any third party.
7.5 This clause 7 shall survive termination of the Contract.
8.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party written notice. Notice by telephone or email is not accepted.
8.2 Without limiting its other rights or remedies, Squibble Ltd may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so.
8.3 Without limiting its other rights or remedies, Squibble Ltd may suspend provision of the Services under the Contract if the Client fails to pay any amount due under this Contract within 30 days of the due date for payment.
9. Consequences of termination
On termination of the Contract for any reason:
a) the Client shall immediately pay to Squibble Ltd all of Squibble Ltd’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Squibble Ltd shall submit an invoice, which shall be payable by the Client immediately on receipt; and
b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10. Force majeure
10.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Squibble Ltd including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Squibble Ltd or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
10.2 Squibble Ltd shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
11.1 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
11.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.5 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Squibble Ltd.
11.6 Governing law. This Contract, 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.
11.7 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disput es or claims).