Terms & Conditions of Business
About Time Ltd. ©2019
INTERPRETATION
1 DEFINITIONS
1.1 In these Conditions:
“Client” means the person(s) firm or company whose order for the Services is accepted by the Company
“Client’s Material” means the content provided to the Company by the Client from time to time for incorporation in the Website
“Company” means About Time Limited
“Conditions” means these standard terms and conditions for the provision of Services and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Client and the Company
“Contract” means the contract for the provision of the Services
“Deliverables” means any software program(s), manuals, items, documentation or other output to be provided to the Client by the Company as part of the Services
“Inappropriate Content” means such material which the Company at its sole discretion deems to be obscene, indecent, pornographic, offensive, defamatory, threatening or material which defends crimes or offences committed by the Client or any other third party
“Intellectual Property Rights” means patents, trade marks, Internet domain names, service marks, registered designs, applications for any of the foregoing, copyright, database rights, design rights, trade and business names and any other similar protected rights in any country
“Order Confirmation” means the acceptance in writing by the Company of the Client’s request to provide the Services
“Services” means the Website design and/or hosting services which the Company is to supply in accordance with these Conditions
“Website” means the WWW site comprising all pages including graphics, audio-visual effects, software and all the material detailed in the Order Confirmation.
2 THE SERVICES
2.1 The Company shall provide the Services described in the Order Confirmation subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions.
2.2 The Company shall:
2.2.1 provide the Services specified in the Order Confirmation with reasonable skill and care;
2.2.2 advise and assist the Client with respect to all aspects of the Services and comply with the reasonable 3
requests of the Client with respect to the performance thereof;
2.2.3 keep the Client informed of the progress of the Services on a regular basis; and
2.2.4 provide the Client with the Deliverables as specified in the Order Confirmation, subject to compliance by the Client with its obligations under condition 3.
2.3 In the event that during the course of the performance of the Contract, the Client requests any variation of the Services to be provided or that it becomes apparent to the Company from its performance of the Services to date that a variation will be required, the parties shall agree a revision to the Contract to include revised charges, timetable and Deliverables as appropriate.
3 CLIENT’S OBLIGATIONS
3.1 Where necessary for the performance of the Services, the Client shall allow those employees of the Company who are performing the Services all reasonable access to the Client’s premises and shall make available such office space, facilities and equipment, free of charge, as is reasonably necessary in order that the Services may be performed in a timely and efficient manner.
3.2 The Client shall provide the Company with all necessary information and data of the Client as may be reasonably required by the Company in the provision of the Services. Such information and data shall be subject to the provisions of confidentiality contained in condition7.
3.3 The Client shall ensure that its employees, agents and other advisers shall co-operate at all times with the Company in their provision of the Services.
4 INTELLECTUAL PROPERTY RIGHTS
4.1 Unless agreed otherwise all Intellectual Property Rights and title in the Deliverables (other than the Client’s Material) will remain vested in the Company and/or the Company’s licensors and no interest or ownership in the same is conveyed to the Client other than as set out in these Conditions.
4.2 Subject to the Client paying the Company all sums due in accordance with Condition 5, the Company licenses the Intellectual Property Rights in the Deliverables to the Client on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client and the Client’s employees to make reasonable use of the Website.
4.3 The Client grants the Company a non-exclusive, non-transferable, royalty-free licence to use the Client’s Material for the purposes of providing the Deliverables.
4.4 The Client will indemnify the Company and keep the Company indemnified and hold the Company harmless against any and all damages, losses and costs and expenses that may be incurred by the Company 4
in respect of any allegation, claim, action or proceedings that our use, possession or modification of the Client’s Material infringes the Intellectual Property Rights of any third party.
5 PAYMENT
5.1 In consideration of the Company agreeing to provide the Services in accordance with Condition 2.1 above, the Client agrees to pay the Company’s charges as set out in the Order Confirmation.
All charges stated are exclusive of VAT for which the Client shall be additionally liable.
5.2 All sums payable by the Client to the Company shall (except where otherwise agreed in writing) be paid by no later than the last working day of the month following the month in which the Company’s invoice was raised.
5.3 The Company may, without prejudice to any other rights and remedies at its option, charge the Client interest on any payment which has not been made within 30 (thirty) days of the due date, in accordance with the Late Payments of Commercial Debts (Interest) Act 1998, such interest to accrue on a day to day basis from the due date for payment until receipt by the Client of the full amount whether before or after judgment and the Client shall indemnify the Company against all costs and expenses (including any legal costs and expenses on a full indemnity basis) incurred or sustained by the Company in recovering sums due or in exercising its rights pursuant to Condition 5.
5.4 No order which has been accepted by the Company may be cancelled or amended by the Client except with the agreement in writing of the Company and on terms that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials), damages, charges and expenses incurred by the Company as a result of such cancellation or amendment.
6 SITE CONTENT
6.1 The Client warrants that the Client Materials shall comply with all applicable laws and regulations or third party rights, including but not limited to provisions relating to the restriction of the use of Inappropriate Content.
6.2 The Company may include a statement that it or any other third party is the hosting provider of the Website.
7 HOSTING
7.1 The Company shall use reasonable endeavors to provide the hosting Services to the Client continuously, subject to periods of maintenance as specified in Condition 7.2.5
7.2 The Company reserves the right to interrupt the Service to maintain and/or improve the hosting Service. Subject to Condition 7.3 the Client shall be given prior notice of these interruptions.
7.3 The Company shall be entitled to immediately suspend the Service partially or completely to carry out any emergency maintenance.
7.4 Notwithstanding the provisions of Condition 8, the Company shall have no liability for any losses the Client may incur as a result of any delay, failure or error in the transmission of information or interruptions or deterioration of the quality of the Service.
8 LIMITATION OF LIABILITY
8.1 Subject to the provisions of these Conditions, the following provisions set out the entire financial
liability of the Seller (including any liability for the acts or omissions of its employees, agents and
sub-contractors) to the Buyer in respect of:
8.1.1 any breach of these Conditions; and
8.1.2 any representation, statement or tortious act or omission including negligence arising under
or in connection with the Contract.
8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest
extent permitted by law, excluded from the Contract.
8.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal
injury caused by the Company’s negligence or fraudulent misrepresentation.
8.4 Subject to Condition 8.3, the Seller shall not be liable to the Buyer for:
8.4.1 any indirect or consequential, special or punitive loss, damage, costs or expenses;
8.4.2 loss of profit;
8.4.3 loss of business;
8.4.4 loss of revenue; or
8.4.5 depletion of goodwill.
8.5 Subject to Condition 8.3, the Company’s total liability to the Client under or connected with these
Conditions for:
8.5.1 injury to third parties or damage to tangible property resulting directly from the Company’s
negligence or that of its employees shall not exceed £2,000,000 for any one event or series
of connected events;
8.5.2 injury to third parties or damage to third party property arising directly out of the Deliverables
shall not exceed £100,000 for any one event or series of connected events;6
8.5.3 any other direct loss not covered by Conditions 8.5.1 or 8.5.2 shall not exceed 125% of the
price payable for the Deliverables.
9 CONFIDENTIALITY
9.1 Each party undertakes to keep and treat as confidential and not to disclose to any third party any
information relating to the business or trade secrets of the other, nor make use of such information for any purpose whatsoever except for the purposes of the Contract. Provided that the foregoing obligation shall not extend to information which is:
9.1.1 published or otherwise generally available to the public, other than by breach of the Contract;
9.1.2 rightfully in the possession of both parties and was rightfully in their possession prior to the negotiations leading to the Contract;
9.1.3 received by one party from a third party without any obligations of confidentiality.
9.2 Each party undertakes to procure that its employees, contractors and agents comply with
the undertaking at Condition 9.1 above.
9.3 The foregoing obligations as to confidentiality shall survive any termination of the Contract.
10 TERMINATION
10.1 Notwithstanding any other provision herein contained, and without prejudice to any other rights the
Company may have, the Company may forthwith terminate the Contract by written notice to the Client if any of the following events occur:
10.1.1 if the Client commits any breach of the terms or conditions of the Contract and fails to remedy such breach (unless it is a breach which entitles a party to terminate this Agreement immediately or insofar as such breach is not capable of remedy to furnish adequate compensation therefor) within fifteen (15) days after receiving written notice requiring it so to do. Notwithstanding the foregoing provisions, a breach which entitles the Client to terminate the Contract immediately will include but will not be limited to the following:
10.1.1.1 if the Client makes any voluntary arrangements with its creditors; becomes subject to an administration order; goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or if an encumbrancer takes possession, or an administrative receiver or administrator is appointed, of any of the property or assets of the Client; or the Client ceases, or threatens to cease, to carry on business or suffers any action in consequence or debt; or the Company reasonable apprehends that any
of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly;
10.1.1.2 if the Client fails to pay any sum as it falls due, unless subject to a bona fide dispute and provided the 7
undisputed amount has been paid.
10.1.1.3 if the Client breaches Conditions 6.1.
10.1.1.4 if any sub-contract between the Company and a third party acting as the hosting provider of the Website is terminated.
11 SUB-CONTRACTORS
11.1 The Company may sub-contract the supply of the Services. The Company agrees that it shall be
responsible for the actions or omissions of any sub-contractor used by it in connection with any of the Services or with satisfying any of the Company’s responsibilities under the Contract.
12 ASSIGNMENT
12.1 The Client shall not be entitled to assign, transfer or dispose of any right, obligation or interest in
or arising out of the Contract or any part of it without the prior written consent of the Company.
12.2 The Company may assign the Contract or any part of it to any other person, firm or organisation.
13 FORCE MAJEURE
13.1 A party shall not have any liability for any loss or damage if its performance of any obligations under the Contract (other than non-payment of amounts that are due and payable) is delayed, hindered or prevented by any cause beyond its reasonable control, including, without limitation, fire, storm, flood, earthquake, accident, adverse weather conditions, explosions, Acts of God, war, governmental controls, restrictions or prohibitions, strikes, lock-outs, industrial action, employment dispute, protests, traffic congestion, vandalism, interruptions in communications or power supply and mechanical breakdown, failure or malfunction of computer systems. In the event of such delay, hindrance or prevention, such party shall be entitled to postpone delivery or performance by the duration of interference plus a reasonable start-up time thereafter, or to cancel the Contract in its entirety or partially, insofar as it has not been performed without incurring any liability for non-performance.
14 COMMUNICATIONS
14.1 All communications between the parties about the Contract must be in writing and delivered by hand or sent by pre-paid first class post or by facsimile transmission or by e-mail to its registered office or such changed address as shall be notified to the other party from time to time.
14.2 Communications shall be deemed to have been received:
14.3 if sent by pre-paid inland first class post, 4 days after posting (exclusive of the day of posting);8
14.4 if delivered by hand, on the day of delivery;
14.5 if sent by facsimile transmission or e-mail on a working day (in England) prior to 4.00 p.m., at the time of transmission and otherwise on the next working day provided the sender can show satisfactory transmission.
15 GENERAL
15.1 No waiver by the Company of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.2 No variation to these Conditions shall be binding unless agreed in writing by a Director of the Company.
15.3 If any provision of these Conditions is held by a competent authority to be invalid or unenforceable
in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
15.4 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
15.5 The Contract shall be governed by the laws of England and any dispute arising out of or in
connection with it shall be determined by the non-exclusive jurisdiction of the English courts. About Time Ltd. ©2019