1. Compensation and Term
The Client retains Yoomee Digital Ltd, and Yoomee Digital Ltd agrees to perform the following services: designing, and/or building, and/or maintaining a website for Client according to the Schedule of Requirements at the bottom of this contract, between Yoomee Digital Ltd and Client.
Term shall be until the agreed upon within the Schedule or Requirements.
Client is solely responsible for supplying website content, authoring, organization, images in file format unless Yoomee Digital Ltd is hired specifically for this purpose and it is stated in the agreed upon specifications. If all text and graphics necessary to complete the work are not received by Yoomee Digital Ltd within 30 days from the date of contract the balance of payment may become due and payable upon request. Any products or services not specified in this contract are not required of Yoomee Digital Ltd.
The fee does not include: the cost of hosting, domain registration, merchant account or SSL certificate if required.
Maintenance, if included in this contract, shall be on a monthly basis, with a minimum of £80 in any month where updating is necessary. Fees will be assessed on an hourly basis at £80/hr. No fee will be charged in a month where no updating is necessary.
Yoomee Digital Ltd agrees to complete this project within the estimated budget, unless client requires additional work or services not agreed upon, or if client requires multiple design drafts or repeated changes which would significantly increase work required of Yoomee Digital Ltd.
Yoomee Digital Ltd will not charge any fees in addition to those specified in this contract without first consulting the client and reaching an agreement regarding this. If it becomes necessary for Yoomee Digital Ltd to bring legal action to collect any sums due under this Agreement, it shall be entitled to collect, in addition to all damages, its costs of collection, including reasonable attorney's fees.
This Agreement shall commence on the date stated, and shall remain in effect until all obligations under this Agreement have been properly completed.
2. Payment Terms
All prices quoted are exclusive of VAT.
Invoicing for goods material and services is to be made in accordance with an agreed schedule.
Where no such agreement exists then the issuing of invoices shall be at our discretion.
Payment of our invoices by the Client is due within 30 days of the date shown on the invoice.
If any sum payable to Yoomee Digital Ltd in relation to this agreement is in arrears for more than 30 days after the due date then Yoomee Digital Ltd reserves the right without prejudice to any other right or remedy to charge interest on such overdue sum on a day to day basis from the original due date until paid in full at a rate of 3% above Bank of Scotland's base lending rate in force from time to time.
All goods material and equipment provided by Yoomee Digital Ltd. under this agreement shall remain the property of Yoomee Digital Ltd. until paid for in full by the Client.
3. Warranties by Yoomee Digital Ltd
Yoomee Digital Ltd represents and warrants to Client that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional and competent manner; that it has the power to enter into and perform this Agreement; However, Client will not determine or exercise control as to general procedures, formats or sub-contracting necessary to have these services meet Client's satisfaction.
Yoomee Digital Ltd does not warrant that the operation of any equipment or systems including but not limited to software or computer hardware or components provided under this agreement will be uninterrupted or error free.
Yoomee Digital Ltd warrants to rectify free of charge any errors or failures in the function of software provided by us and falling within the agreed specification for a period of 30 days following its acceptance by the Client. This warranty shall not apply if the equipment configuration upon which the software operates is modified by any party not under our direction or if the Client or their agents have modified the software except by prior written agreement.
4. Independent Contractor
Yoomee Digital Ltd acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. It is expressly understood that this undertaking is not a joint venture.
5. Intellectual Property
Any material or systems or software created by Yoomee Digital Ltd. or its agents remain the copyright of Yoomee Digital Ltd or its agents respectively and may not be commercially reproduced or resold unless by prior agreement with Yoomee Digital Ltd.
Yoomee Digital Ltd grants the Client the right to use any material or systems or software created by Yoomee Digital Ltd or its agents provided within the specification and scope of the Schedule of Requirements and subject to the terms or limitations for its use as set out in any proposal or quotation relating to the Work and agreed by the Client.
Yoomee Digital Ltd is not responsible for any copyright infringements caused by or relating to materials provided by the Client or its agents. Yoomee Digital Ltd reserves the right to refuse acceptance of any material over which copyright may apply unless adequate proof is provided to us of the right to use such material.
The Client shall not be permitted to sub-license or rent or loan or create derivative works based on the whole or any part of the Works supplied by us under this agreement without prior written agreement with Yoomee Digital Ltd.
Yoomee Digital Ltd recognises and acknowledges that this Agreement creates a confidential relationship between Yoomee Digital Ltd and Client and that information concerning Client's business affairs, customers, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Client is hereinafter collectively referred to as "Confidential Information."
Yoomee Digital Ltd agrees that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to Client all documents, papers, and other matter in its possession or control that relate to Client.
The contract may be terminated forthwith;
by Yoomee Digital Ltd if the Client fails to pay any sum due pursuant to the contract within seven days of the final due date provided that written notice has been supplied
by any party if the other commits any material breach of any term of the contract and which shall not have been remedied within thirty days of a written request to remedy the same
by any party if the other ceases to trade or becomes insolvent or similar.
9. Limitations of Liability
Yoomee Digital Ltd's liability for monetary or other remedies will not exceed the total of the charges paid by the Client to Yoomee Digital Ltd. for the services provided under this agreement.
In no event shall Yoomee Digital Ltd be liable to the Client for any consequential incidental indirect or special damages under any circumstances even if Yoomee Digital Ltd has been advised of the possibility of the same except that which it is unlawful to exclude.
The Client's liability for monetary or other remedies will not exceed the total of the charges paid by the Client to Yoomee Digital Ltd. for the services provided under this agreement.
Client agrees that copyrights to Yoomee Digital Ltd's work product produced in the performance of this Agreement shall remain the exclusive property of Yoomee Digital Ltd, and that it will not sell, transfer, publish, disclose or otherwise make the work product available to third parties without
Yoomee Digital Ltd's prior written consent. Any rights granted to Client under this Agreement shall not affect Yoomee Digital Ltd's exclusive ownership of the work copyright.
11. Assignment and sub-contracting
Yoomee may not assign, delegate or subcontract this agreement or any of its rights or obligations under this agreement, without the prior written consent of The Client. Any assignment or transfer without such written consent will be null and void.
This agreement will inure to the benefit of, and be binding upon, the successors and assigns of The Client without restriction. Should the ownership of Yoomee alter, then Yoomee should inform The Client within 28 days.
12. Rights of Third Parties
Unless it expressly states otherwise, this agreement, does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
Except for Orders which may be sent by local mail, facsimile transmission, or electronically transmitted, all notices and other communications will be in writing, and will be addressed to Yoomee or to an authorised Client representative at the address set out at the front of this agreement, and will be:
delivered by hand or by pre-paid first-class post or other next working day delivery service; or
sent by confirmed facsimile;
Any notice or communication served shall be deemed to have been received:
if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
14. Governing Laws
These Terms shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.
15. Schedule of Requirements
Yoomee Digital Ltd agrees to design, build, install, and/or maintain a website for Client according to the Schedule of Requirements set out. This work shall be completed for the stated fee according to this Agreement.