Terms & Conditions

 
 

Definitions

These are the definitions that apply to this Agreement:

“Client” the company or individual who has engaged Tickety Boo Software Ltd to provide the Services.

“Developer” or “Designer” Smart Lead App is a trading name of Tickety Boo Software Ltd, Registered Address: 6 Broadfield Court, Sheffield, S8 0XF. Company registration number (12789905). 

“Price” the price for the Service as part of the Service as set out in the Developer’s order of work.

“Project” means the Project provided under the Service.

“Service” all work in connection with the design, development and writing of the Project until all the work has been completed by the Developer.  

“Software” is all or part of any software required to be written or used to complete the Service and to enable the Client to use website marketing, websites or any product or Service provided within the contract.

“Orchestra” is the brand name for Software that is provided by Tickety Boo Software Ltd.

“Completion” as defined in section 7.

“Website” the Website of the Client, to be written under the terms of this Agreement.

“Website Host” a firm or company in the business of hosting Websites, with whom the Client shall have contracted to host the Website.

“Campaign” is any work completed by the Developer on behalf of a Client to generate business, leads or website visitors. A campaign can be via the internet, emails, Google advertising or any other medium.

“CMS” Content Managed System, a system whereby a user can change the content when needed.

“CRM” is a Customer Relationship Management software Service.

“Order” The order is an outline of Service to be provided by the Developer to the Client. This will be provided prior to any work being undertaken.

“Fair Use Policy” means an average use for that particular Service or product when compared to other Developers’ users. Or if the Client has not provided correct estimates with regard to the nature of the Service and the actual requirement is much greater than was requested.

These terms and conditions are updated on a regular basis. Please check back for the latest updates.

 

Services

2.1 The Developer will provide the framework or website theme, upon the basis of and in compliance with the detailed specification provided on the Developer’s Website.

2.2 The Client will provide all the information required by the Developer in the construction of any Service. Where any information is not provided by the Client, the Client still remains responsible for the content without exception. It is understood the Developer will not check the accuracy, quality or veracity of any content given to him by the Client.

2.3 The Client will be responsible for any and all content; it is for the Client to check and confirm the content is correct. The Designer and Developer cannot be held responsible and takes no responsibility for any such content and discharges all liability that may arise in respect of such content.

2.4 The Developer shall use all reasonable endeavours to complete the project on time. The Developer will not be responsible or liable under this Agreement for failing to comply with timescales where this is due to the Client’s delay.

2.5 Any information held within any Service provided by the Developer is the responsibility of the Client as the data controller. This extends to personal data and information gained from any source. In certain circumstances, the Developer may be a data processor, in which case, it will comply with applicable law and regulation regarding the processing of such data. For more information on how the Developer processes personal data, please read the Developer’s privacy policy, available on its Website. 

2.6 All websites, CRM, CMS and other software Projects will be built on the Developer’s Orchestra platform. The Developer will not develop the Website on any other platform.

2.7 Once any order has been made through the Developer’s Website; no changes can be made without a separate agreement in writing signed by both parties. Any changes made by the Developer will be charged to the Client at an additional cost.

2.8 If modification is requested after the Service has been constructed, the Developer may decline to accept the additional work until after Completion of and payment for the Service, such additional work becoming the subject of a separate Agreement.

2.9 If a Client does not inform the designer within 14 days of Completion of any faults, design errors or imperfections of any kind, any extra work will be in addition to the proposal cost. 

2.10 If a Client fails to respond to Developer’s requests, and/or does not communicate with the Developer throughout the process of delivering the Services, the Developer may treat Completion as 4 weeks from the date of the Client’s last communication with the Developer. In such circumstances, if the Client wishes to continue the Services at a later date, the Developer will quote an additional fee for this work.

2.11 Any work completed by a Tickety Boo Partner or any other person or company does not constitute a contract with the Developer. Any issues whatsoever have to be addressed by the Partner or third party. 

 

Hosting

3.1 If a Service is not hosted by the Developer, any issues relating to the hosting must be addressed by the host. The Developer holds no responsibility whatsoever for these issues.

3.2 If a Client moves hosting services to another hosting provider, responsibility moves from the Developer at the time the files are provided to the Client in order to enable such move to another hosting provider. 

3.3 The Developer is not liable or required to assist the Client in moving hosts when a change in the host is made.

3.4 Where the Client requests that the Developer provides email services, the Developer may or may not agree to do so. Where the Developer agrees to do so, it cannot provide a guarantee of their safety or delivery.

3.5 The Developer will not be responsible nor liable for slow connection speeds to its servers. It is understood that internet speeds can vary according to locations, ISP’, broadband strength and other factors outside the control of the Developer/host.

3.6 The Developer will make all possible provisions to ensure Services are maintained.

3.7 All domains ordered by any Client are registered within the ownership of the Developer. However, they are on a licence, from the domain host. They are not the property of the Client. The Client s have not rights to these, during an agreement or if Service is stopped for any reason. 

3.8 If payment is not made or is more than 14 days late, it is understood that the domain and subsequent hosting may be stopped. It can take up to 30 days to reactivate any domains, as this will be out of the control of the host/Developer. The Developer will not be liable for any loss arising from such delay, including (for the avoidance of doubt) for any loss of profit or business opportunity.

3.9 After the renewal date, it is understood, it may not be possible for the Developer to gain control of the domain from the domain hosting provider. Reactivation cannot be guaranteed.

3.10 All Services may be managed with the additional support and use of Cloudflare.com services. Their services are subject to their terms and conditions and any matters relating to these are subject to the terms and conditions on the Cloudflare website.

3.11 All Services are hosted using Kualo Ltd (kualo.co.uk). Any omissions, errors or wavering from these Services are the responsibility of Kualo and not the Developer.

 

Orchestra

4.1 Orchestra is solely owned by the Developer. The Client has no legal claim to any part of the Orchestra package, Website, Service or name.

4.2 Orchestra websites can be provided under licence for 12 months or on a rolling monthly licence. Details of the licence will be detailed in the order.

4.3 Orchestra websites may be paid for in advance, by one or by a subscription structure. The licence will not extend past 12 months in such circumstances.

4.4 All hosting is provided within the charges for Orchestra. This works on a fair use policy if the hosting requires exceptional improvements, further charges may be incurred.

4.5 Basic support will be provided to Orchestra products with no charge.

4.6 No code or other information will be provided to any Client or third party under any circumstances.

4.7 No FTP access or root access is available to Orchestra or the hosting platform

4.8 No unauthorised plugins can be added to any Service or part of Orchestra.

 

Partnership Agreements

5.1 The Developer may recommend individuals and or companies as ‘Tickety Boo Partners’. It is strictly understood by the Client that, where such Partner provides services to the Client, the contractual relationship is between the Client and the Partner, and does not involve the Developer. 

5.3 Partner customers must subscribe to the Pro Subscription under their own name. Not the name of the partner.

5.4 Partners must subscribe to the Pro Subscription Service.

5.5 Any contact, message, communication or contract for any services provided by the Partner is strictly between the Partner and the Client Any contract implied or given excludes the Developer for all liabilities.

5.6 The Partner must inform the Client of any liabilities within a contract.

5.7 The Partner will be paid a 20% commission by the Developer of all subscriptions received from Clients that are introduced to the Developer.

5.8 The Developer will pay a further 10% of all commissions paid to the Developer by the Client for additional Services.

5.9 All payments must be made by bank transfer.

5.10 The Partner must subscribe to Smart Lead App Website Pro plan, as described on the Smart Lead App website.

5.11 The Partner must adhere to all laws and regulations of the United Kingdom. They must adhere to a strict honesty policy, any breach in the law or honesty policy will result in a cancelling of any contract.

5.12 It is understood that the Developer will act with good practice on behalf of the customer to protect their rights.

5.13 The Partner can be terminated as a Partner at the discretion of the Developer.

5.14 If the Developer terminates a contract, no further payments may be made to the Partner. This includes any lifetime commissions. 

5.15 The partner cannot advertise their Services in any way that could lead any person or organisation to believe they are the Developer.

 

Additional Services

6.1 The Developer will comply strictly with the terms and conditions of Google advertising. If you are in any doubt with regard to their terms and conditions, please read their terms and conditions.

6.2 All campaigns developed or created by the Developer form the part of a Service that is offered by the Developer. All landing pages, campaigns, accounts and other material Services will be stopped and will remain the property of the Developer if any contract, Agreement or payment is stopped by the Developer or the Client.

6.3 All invoices created by Google must be paid directly to Google by the Client. No invoices, payments or debt of any kind will be the responsibility of the Developer.

6.4 The only exception to 6.3 is visitor targeting where Google remarketing is included within the Services.

6.5 All information advertised or displayed by the Developer on the Client’s behalf must be checked by the Client. Despite the Developer’s best efforts, it is the responsibility of the Client to confirm that any advertising is correct.

6.6 All social marketing campaigns are provided in compliance with the Client’s instructions. However, the Client must and is responsible for checking prior to publication for any omissions, mistakes or incorrect information.

6.7 The Client accepts responsibility and liability for any, and all posts displayed online 

6.8 The Client accepts all responsibility for using the social posting Service. The Developer does not monitor any posts that are created by the Client, therefore has no control over the Service.

6.9 It is understood by the Client that, the analytics services provided by the Developer uses information gathered from Google, Facebook, Twitter, LinkedIn and other providers. Any error, omission or false reading cannot be the responsibility of the Developer. The Developer will provide any information as accurately as possible.

6.10 It is understood by the Client that, any image, text or graphic displayed on any website, CRM, CMS, App or Service provided by the Developer is the sole responsibility of the Client. The Developer is not responsible and accepts no liability, no matter how the information was provided or displayed.  

6.11 All images used on themes provided by the Developer are not the intellectual property of the Developer and are provided under a licence fromunsplash.com and are subject to their terms and conditions. The Client is responsible for ensuring they adhere to these terms and conditions. 

6.12 The Client unconditionally accepts that the Developer is not liable for any legal action against the Client result from the production of any report of any kind.

6.13 The Client agrees that any information of any kind, text or via images displayed on their Website must not break any laws of the United Kingdom. 

6.14 The Client and/or Partner must agree not to display by text, video, graphic or imagery of any kind any of representation any of the following subjects: drugs, firearms, violence, slavery, sexual Images or illegal activities. In the event that the Client or Partner breaches this clause 6.14, the Developer will remove any such Services, no refund will be given.

6.15 The Developer will not share any personal information displayed or used by the Client for any reason unless it is legally obliged to do so.

6.16 Tawk.to is an App utilised within Orchestra. All terms of services relating to Tawk.to must be addressed to Tawk.to. The Developer accepts no responsibility of any kind in arising from the use of the App.

  

Completion

7.1 A Service is complete after the earlier of:

7.2 The Client emails the Developer to confirm the Service is satisfactory and or complete, or

7.3 When it is published on the server of the host if not hosted with the Developer, or

7.4 14 days have passed since the Developer informed the Client the Service is complete, without the Client responding.

 

Price and Payments

8.1 The price of any Service will be agreed in writing, normally emailed prior to the start of the Service and detailed with the order.

8.2 The Designer will invoice 30% of the total cost prior to starting when this has been paid the Project will start. (excluding Orchestra Websites)

8.3 A second invoice for a further 30% shall be due when the designer has provided a draft of the Software to the Client (excluding Orchestra Websites)

8.4 A final invoice will be due when all work has been completed (excluding Orchestra Websites.

8.5 Licence payments for Orchestra Services or products are due each month, on the date of signup. Payments received later than 14 days will result in the suspension of Service.

8.6 The Developer reserves the right to charge the Client interest in respect of all invoices outstanding for more than 28 days under this Agreement (both before and after judgment) at the rate of 5 per cent above the LIBOR rate set from time to time from the due date until full receipt of payment.

8.7 The cost of any work to be paid by the hour shall be invoiced monthly.

8.8 The Client will pay the Developer’s invoices within seven days of the date of each invoice. Orchestra Website Invoices are due on the date of issue.

8.9. In addition to the Developer’s right to claim interest on all outstanding invoices, should the Client fail or unreasonably refuse to pay any of the Developer’s invoices by the due date, the Developers shall be entitled (but not obliged) to halt all further production on the works being undertaken under this Agreement until such time as the Client shall bring their account up to date including all interest and costs payable to the Developers in respect thereof.

8.10 If the Client breaches any of the termination clauses, the Client shall be liable to any and all costs due to that point.

8.11 If the Client fails to pay for any hosting charges, of any kind, the Developer will suspend Service until payment has been made in full.  

8.12 Where the Client enters into any credit agreement with the Developer, (this can be staged payments, a monthly charge or anything whereby they do not make an upfront payment) the Developer can request a reference from a credit rating agency. This may include company searches as well as searches on directors or individuals. These searches are recorded and only used to assess if a Client is creditworthy.

8.13 Credit searches can also be used to trace any Client who fails to pay an invoice for the purpose of tracking and court action.

8.14 Overdue debts and invoices will receive a letter before action prior to legal action.

8.15 If a Client fails to pay any outstanding debt, the Developer will take legal action to recover the outstanding debt and associated costs.

8.16 The Developer will issue a full refund on an annual Orchestra subscription Service if this is requested within 14 days of purchase. Otherwise, your Website is set to auto-renew annually. 

8.17 The Developer doesn’t offer refunds for annual plans after 14 days following the first payment.

8.18 The Developer doesn’t offer refunds for monthly plans.

8.19 The Developer doesn’t offer refunds for renewal payments after they have been paid.

8.20 To cancel any subscription with 14 days or any subscription prior to renewal email support@smartleadapp.com

8.21 The Developer will comply with the Client’s directions and instructions regarding the Services. The Client may not withhold payment due to the Services looking different than expected.

 

Retention Of Title 

9.0 The risk in the Services shall pass from the Developer to the Client upon Completion.

 

Acceleration Clause

10.0 If a Client default in meeting the payment terms as above, any subsequent invoice issued becomes due and payable with immediate effect from the time of the default.

 

Demonstration and Training

11.0 Immediately upon publication of bespoke Software, the Developer will provide no more than 2 hours explanation, demonstration and training in the operation of all aspects of the Software for such staff as the Client shall direct and in a format agreed by the Client. (excluding Orchestra licensed Services )

11.1 The Developer can provide such further training as the Client may request within 12 months of the date of completion of the Project at the hourly rate. (excluding Orchestra licensed Services)

 

Exclusions from the Agreement

The following matters are not included within the scope of this Agreement:

12.1 Registration of necessary domain names.

12.2 Arrangement of merchant server banking facilities.

12.3 Contracting for web hosting Services and the provision of appropriate firewalls.

12.4 Supply new or change existing Client email message system.

12.5 Purchase of any necessary computer hardware and Software.

12.6 Search engine optimisation beyond that specified in this Agreement.

12.7 Drafting and/or editing of content.

 

Confidentiality

13.1 The parties are aware that in the course of the Service, they will each have access to and be entrusted with information in respect of the business and operation of the other and their dealings, transactions and affairs, all of which information is or may be confidential.

13.2 The parties hereby undertake for themselves and every employee or subcontractor whose Services they may use both during and after completion of the Project that they will not divulge to any person whatever or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information.

13.3 For the purposes of the Client’s above undertaking, the information shall be deemed to include all information (written or oral) concerning the detailed specification and the search engine strategy specification, but shall be deemed to exclude anything that is already in the public domain or which either side is obliged or required to disclose to their legal representatives or by court order.

13.4 Both the Developer and the Client hereby undertake to the other to make all relevant employees agents and subcontractors aware of the confidentiality of the information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by its employee’s agents and subcontractors with these provisions.

13.5 Each of the Developer and the Client hereby undertakes one to the other that for the period of 12 months following completion of the Service they will not directly or by an agent or otherwise and whether for themselves or for the benefit of any other person induce or endeavour to induce any officer or employee of the other to leave his employment.

13.6. The provisions of the last previous subparagraph shall not apply to one of them if the other becomes subject to bankruptcy, receivership or liquidation proceedings.

 

Third-Party Software Rights

14.1 If the Developer incorporates or embed third-party software products in the Service then such products will so far as possible be properly licensed to the Client, with full and appropriate legal documentary evidence in support and any money payable to a third party shall be paid by the Developer. Any license fees payable by the Client to any third party for Software incorporated in the Website but not previously used by the Client shall be paid by the Client.

14.2 Insofar as the terms of business of a third party seller of Software (“Seller”) do not permit the arrangement set out in Clause 14.1 above, then the Client shall himself buy the Software concerned whereupon the Developer shall have no obligation in respect of the Software except to warrant that it functions as a part of the Software.

14.3 Insofar as it is impractical to follow the procedure set out in Clause 14.2 above, then the Developer shall be deemed to be the agents of the Client s for the purpose of buying such Software. In this event, the Developer will advise the Seller by email, with a copy to the Client, that the Software has been purchased for use by the Client. The Developer will provide full contact details to the Seller. It shall be the responsibility of the Client to retain the copy of the email message by the Designer.

 

Intellectual Property Rights

Software code and graphic images owned by a third party are not affected by this Agreement. During and after Completion unless otherwise specified in this Agreement ownership of intellectual property once all invoices have been paid in full shall be as follows:

15.1 Website concepts belong to the Developer.

15.2 Website designs used in the Website belong to the Developer

15.3 Website designs not used to belong to the Developer.

15.4 Graphic images provided by the Client belong to the Client unless the Designer expressly states that ownership is retained by them.

15.5 Software code written by the Developer prior to the date of this Agreement and incorporated in the Website belongs to the Developer.

15.6 Code written specifically for the website/software belongs to the Developer.

15.7 Software elements being components previously developed by the Developer belong to them.

15.8 The Developer now grants an exclusive license to the Client for all items listed above and owned by the Developer, for use in connection with any Website the Client might own or use for a period of 50 years. The Client may not assign this licence except by way of sale or transfer of the whole of the Website or such other Website of the Client that contains the relevant item.

15.9 All elements of Orchestra products and Services remain the property of the Developer and are provided on a licence to the Client. The details of the licence are detailed in the order.

15.10 The Client is licenced to use Orchestra for their own purposes during the term of the licence and may not be resold or used outside of the terms of the order or these terms.

 

Intellectual Property Rights Indemnity by Developer

16.1 Notwithstanding Clause 19, no limitations of the liability of the Designer to the Client specified elsewhere in this Agreement shall apply to this paragraph;

16.2 The Developer shall indemnify the Client against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation possession or use of the Website by the Client infringes the patent copyright registered design or trademark rights of that third party provided that the Client :

16.2.1 gives notice to the Developer of any infringement immediately he becomes aware of it;

16.2.2 gives the Developer the sole conduct of the defence to any claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the claim except upon the express instructions of the Developer; and

16.2.3 acts in accordance with the reasonable instructions of the Developer and give to the Developer whatever assistance they reasonably require in respect of the conduct of their defence.

16.2.4 in relation to any text or images displayed.

16.3 The Developer shall reimburse the Client its reasonable costs incurred in complying with the above provisions.

16.4 The Developer shall have no liability to the Client in respect of infringement if it results from any alteration modification or adjustment to the Software not undertaken by the Developer.

16.5 Except in the case of Clause 17.3, in the event of an infringement the Developer shall immediately make such alterations modifications or adjustments to the Software as shall be necessary to make them non-infringing and shall not charge the Client for this work.

 

Intellectual Property Rights Indemnity by Client 

17.1 The Client hereby agrees to indemnify the Developer against all claims and costs arising:

17.1.1 in connection with the Content, whether for breach of intellectual property rights defamation or otherwise

17.1.2 out of any failure to comply with any law or statutory instrument.

17.2 Provided that the Developer:

17.2.1 give notice to the Client of any infringement immediately they become aware of it;

17.2.2 give the Client the sole conduct of the defence to any claim and do not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the claim except upon the express instructions of the Client; and

17.2.3 act in accordance with the reasonable instructions of the Client and give to the Client whatever assistance he reasonably requires in respect of the conduct of his defence.

17.3 The Client shall reimburse the Developer their reasonable costs incurred in complying with the above provisions.

17.4 The Client confirms and understands that the package known as Orchestra is solely the property of the Developer; this includes all codes, Software, content, workflows and imagery.

 

Warranties by Developer

The Designer hereby warrants:

18.1 that any Detailed Specification will adhere too.

18.2 that the Software will be written in accordance with the Detailed Specification

18.3 that the Software will be written in best industry practice

18.4 that all dynamic features of the Software including all links will function as intended to the quantitative specification contained in the Detailed Specification

 

Limitation of Liability

19.1 The following provisions set out the Developers entire liability arising from any indirect, consequential or special loss(including, but not limited to, any liability for the acts and omissions of its employees) to the Client in respect of:

19.1.1 any breach of its contractual obligations arising under this Agreement; and

19.1.2 any representation statement or tortious act or omission including, but not limited to, negligence arising under or in connection with this Agreement and the Client’s attention is drawn to these provisions.

19.2 Any act or omission on the part of the Developer, falling within this paragraph shall be known as an ‘Event of Default.’

19.3 The Developer’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the total price paid by the Client for this Project.

19.4 The Developer shall not be liable to the Client in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Client including any loss suffered as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Developer had been advised of the possibility of the Client incurring the same

19.5 If a number of Events of Default give rise to substantially the same loss then they shall be regarded as giving rise to only one claim under this Agreement

19.6 The Client hereby agrees to give the Developer not less than 90 days in which to remedy any Event of Default hereunder

19.7 The Developer shall have no liability to the Client in respect of any Event of Default unless the Client shall have served notice of it on the Designer within one year of the date he became aware of the circumstances giving rise to the Event of Default or the date when he ought reasonably to have become so aware

19.8 Nothing in this paragraph shall confer any right or remedy upon the Client to which he would not otherwise be legally entitled

19.9 The Developer shall not be liable to the Client for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of this Agreement.

19.10 The Developer shall not be liable to the Client for any damages to Software or hardware, damage to or loss of data, or for any loss of profit, anticipated profits, revenue, anticipated savings, goodwill, or business opportunity, or for any indirect or consequential loss or damage.

 

Data Protection

20.1 All personal data that the parties may use in connection with this Agreement shall be collected, processed, and held in accordance with the provisions of all applicable data protection legislation, as amended from time to time. Nothing in this Agreement shall relieve the Client of any obligations set out in applicable data protection legislation or replace any obligations set out in applicable data protection legislation. 

 

Termination

This Agreement may be terminated:

21.1 immediately by the Developer if the Client fails to pay any sum due within 14 days of the date of submission of an invoice

21.2 immediately by either party if the other commits any material breach of any term of this Agreement and which in the case of a breach capable of being remedied is not remedied within 28 days of a written request to remedy it

21.3 immediately by either party if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction)

21.4 immediately by the Developer if the Client fails to submit the Content within a period of 14 days after a request made in writing by the Developer within a period of the 14 days.

21.5 After such termination, the Client is to settle all money due for work done on the Software, under the present Agreement, before a new agreement is negotiated for the completion of the Project.

21.6 Any termination of this Agreement by this paragraph shall be without prejudice to any other rights or remedies to which a party may be entitled

21.7 immediately by the Developer If the Client fails or breaches any part of this or any other contract with the designer.

21.8 immediately by the Developer if the Developer believes or has good cause to believe the Client acts with illegal intent or breaches any laws of the United Kingdom.

21.9 If any Service is terminated no refund will be given.

21.10 The Client may cancel the contract at any time, subject to all invoices have been paid in full, as a single Project or for the term of the contract set out in the order.

 

Force Majeure

22.1 Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including strikes of its own employees

22.2 Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force majeure such notice to contain details of the circumstances giving rise to it

22.3 If a default due to force majeure shall continue for more than 6 weeks, then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of force majeure

 

Successors to the Agreement

23.1 The benefits and obligations of this Agreement shall be binding on any successor in title

23.2 Neither party shall be entitled to assign this Agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other, such consent not to be unreasonably withheld or delayed

 

Notices

24 Any notice to be served by the Client shall be sent by recorded delivery.

 

Headings

25 The headings in this document are for reference only

 

Dispute Resolution

26.1 In the event of a dispute arising out of or in connection with this Agreement and which has not been resolved following discussions and negotiations between a person or persons appointed or authorised by the Client and the Developer then they undertake to attempt to settle the dispute by engaging in good faith with the other in the process of mediation before commencing arbitration or litigation

26.2 If a reasonable offer has been made to settle the dispute by the Developer, and the Client has not responded within 30 days, it is understood that the Developer has no further obligation, responsibility or liability in the dispute.

 

Waiver

27 The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement

 

Third-Party Rights

28 Nothing in this Agreement shall be construed as implying any third party rights and accordingly, the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

 

Partnership

29 By entering into this Agreement, the Parties agree that they are not entering into a partnership agreement.

 

Variation

30 No variation of this Agreement will be binding upon the Parties unless mutually agreed in writing.

 

Jurisdiction

31.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

31.2 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

 

Schedule 1

Schedule of prices and charges

Hourly rates £189 per hour

Dynamic coding £199 ph

Creative graphic design £149 ph.

Training £149 ph plus expenses

 

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