Terms and conditions

1. Interpretation

In these terms and conditions:
“we” and “us” means Nick Prior Designs, 5 Barnfield Rise, Shaw, Oldham Lancs OL2 7RW
“the Proposal” means the services to be carried out for you in
accordance with the written proposal submitted to and accepted by you
“you” means the client upon whose behalf we are carrying out the services under the Proposal
“the Works” means the services under the Proposal
“Agreement” means the Proposal and these Terms and Conditions
“Intellectual Property” means all designs, reports, specifications,
style sheets, executable software, calculations, documents and
information prepared by us or on our behalf in connection with the
Proposal

2. Quality of Service

We shall perform the Works using such reasonable standard of skill
and care as is normally exercised by a professional firm in performing
similar services under similar conditions.

3. Your Obligations

3.1 You will ensure that we are afforded access to such sites and personnel as are necessary for us to carry out the Works.
3.2 You will inform us in writing of any special conditions, which we
need to know about to properly carry out the Works. This will, for
example, include details of servers, networks, operating systems,
firewalls, systems access regimes etc. You will advise us of all
relevant health and safety and operating procedures in respect of the
relevant sites.
3.3 You will take all reasonable steps to ensure the safety and security of our personnel and equipment on your sites.

4. Confidentiality

4.1 We shall not divulge or disclose any information relating to you or the Proposal without your express permission.
4.2 Subject to the preceding sub-clause we shall be allowed to use
information relating to the Proposal and the Works for the purpose of
marketing our services to other clients.

5. Liability

5.1 We will be responsible to you for all costs, claims and demands
properly incurred by you as a result of reasonably foreseeable damage
suffered by you as a result of any negligent act or omission by us in
performing the Works.
5.2 The Works will be carried out solely for your benefit and you shall
indemnify us against any claim by any third party in respect of the
Works.
5.3 Our total liability under or in connection with this Agreement and
the Works howsoever arising shall not exceed the value of the
Agreement. You shall indemnify us from and against all costs, claims
and demands arising out of or in connection with the Works in excess of
such liability.
5.4 We reserve the right to remove material deemed inappropriate from your web pages, without prior notice.
5.5 We shall not be held liable for any loss or damage caused by the use, misuse, unavailability or removal of services.

6. Intellectual Property

6.1 The copyright in all Intellectual Property shall belong to us.
6.2 Subject to you observing your obligations under this Agreement we
give you license to copy and use such Intellectual Property for
purposes directly related to the Proposal. The license enables you to
copy and use the Intellectual Property, but only for your own purposes
and such use shall not include any license to reproduce any part of it.

7. Payment

7.1 Where payment is to be made on a monthly basis, we shall submit
monthly invoices to you for Works carried out up to the end of each
calendar month.
7.2 Where fees are payable otherwise than on a monthly basis, the
invoices shall be submitted to you at such times as are contained in
the Agreement.
7.3 You shall make payment within 14 days of the date of the invoice.
Interest at the rate of 4% above Co Operative Bank plc base lending
rate will be payable on all overdue payments, calculated from the date
of the invoice to the date of actual payment.
7.4 All sums quoted in the Agreement are exclusive of Value Added Tax.

8. Waiver

No forbearance shown or granted to you shall affect or prejudice our
rights or be taken as a waiver of the terms of this Agreement unless
confirmed in writing by us.

9. Entire Agreement

9.1 These Terms and Conditions and the Proposal represent the entire
agreement between us in respect of the Works and supersede any previous
written or oral agreement.
9.2 You confirm that in entering into the Agreement you are not relying
upon any warranties or representations unless confirmed to us in
writing by you.
9.3 No variation to this Agreement shall be effective unless confirmed in writing by you and us.

10. Delay

10.1 We will comply with the programme for the achievement of the
Works unless delayed or prevented by circumstances beyond our control.
If such circumstances do arise, then we shall complete the Works as
soon as is reasonably possible, but we will not be liable to you for
any delay resulting from such circumstances.
10.2 If through no fault of our own we are unable to carry out the
Works according to an agreed timetable, by reason of other Works being
unfulfilled or for any other reason which is your responsibility, then
any additional expenses relating to staff subsistence and travel, as
the case may be, will be met by you and shall include the cost of
hiring equipment or incurring additional subcontractors’ costs.

11. Termination

11.1 This Agreement may be determined in the event of either of you
or us becoming bankrupt, going into liquidation (except for the purpose
of amalgamation or reconstruction of the company), compounding with
creditors or having an administrative receiver or administrator
appointed in respect of the whole or any part of that party’s
assets.
11.2 If performance of the Works is suspended for a period of more than
one calendar month, then we shall be entitled to determine the
Agreement by seven days written notice to you.
11.3 Any determination of this Agreement for whatever reason shall be
without prejudice to our right to require payment for all services
performed up to the date of such determination.

12. Non Assignment

This Agreement is personal to you and us and shall not be assigned.

13. Disputes

If any dispute arises between you and us in respect of a matter
within the expertise of a technical expert, then the dispute shall at
the request of either you or us be referred to an independent expert.
Such independent expert shall be agreed between us. Such person shall
be appointed to act as an expert and not as an arbitrator and the
decision of such a person shall be final and binding. The costs of such
an expert shall be borne equally by the parties unless the expert
decides otherwise.

14. Notices

Any notice required to be given under this Agreement shall be in
writing and delivered by registered post to the other party at the
address shown in this Agreement or otherwise to such address as may
have been notified by either party to the other. A notice shall, if
sent by registered post, be deemed to have been received 48 hours after
being posted.

15. Governing Law

This Agreement shall be governed and construed in accordance with English law.