1. In these Terms & Conditions “we” “us” or “HBR” mean Hudson, Berkley, Reinhart Limited, and “you” or “the customer” mean the person, firm, limited company or other legal entity to whom we are providing our services.
2. These Terms & Conditions will apply to all of your dealings with HBR unless we have expressly agreed in writing to any change. This is so, even if you have proposed alternative terms of business, either in placing an order or accepting our quotation.
3. The services that we will supply will be those set out in our quotation or confirmation of order (as applicable) and we are not obliged to provide any further services unless we have expressly agreed to do so in writing. In these Terms & Conditions, “Development Services” means a specific project-based service whether involving the production or revision of a website or some other such project and “Ongoing Services” means web or email hosting or other ongoing services which we agree to provide for a particular period of time.
4. You accept full responsibility for the content of all material that you supply to us. We reserve the right to decline to use any material that we, in our absolute discretion, consider may be illegal, defamatory, offensive or otherwise unsuitable for publication. You warrant – and you accept that we will rely on this warranty – that you have all necessary authorities or permissions to use all material that you supply to us or which you ask us to use on your behalf. You will indemnify us in full in respect of any claim or complaint arising from any such matters together with the cost of dealing with such claim or complaint.
5. We promise to respect the confidentiality of any information that you provide to us which you expressly identify to us as being commercially sensitive. Subject to that you accept that we are free to reproduce or otherwise use any material from your website unless we have expressly agreed in writing to the contrary. You recognise that we will retain ownership of all copyright and/or any other intellectual property rights in respect of our techniques, ideas, concepts, know-how and/or any original material that we produce and that (unless we have expressly agreed in writing to the contrary) we can reuse the same for any purpose whatsoever.
6. You agree that:
a) Where we are providing Development Services we will use our best endeavours to act in accordance with any specific instructions that we have accepted from you but otherwise we will provide what we in our discretion consider fulfils your brief to us. You will not be entitled to ask us to alter or carry out our work again solely because you disagree with our interpretation of your brief (save in the case of specific instructions that we have agreed to accept).
b) We will in every case complete the project as soon as reasonably practicable but you agree that time is not of the essence in respect of the provision of Development Services and that any timescale we indicate at any stage can only be an estimate. You agree that there will be no fixed deadline for completion of our work unless we have confirmed our agreement to that deadline in writing.
c) In the case of Development Services, when we consider that we have satisfied your requirements we will notify you in writing that our work has been completed (the date on which we give you that notice being referred to in this condition as the “Completion Date”). Our final invoice will fall due for payment on the Completion Date. From and including the Completion Date there will be a period of 30 days during which we will use our reasonable endeavours to address any defects in the product to which you have drawn our attention. At the end of that 30 day period (or, if later, when we have in our opinion completed dealing with a defect that has been drawn to our attention before the expiry of that period) we will be under no further obligation to make revisions or alterations and any further work that we may then agree to carry out will be at our absolute discretion and on such terms as to price as we may agree.
d) The value of any claim against HBR is in any event limited (in the case of Development Services) to a maximum of the price paid by you under your contract with us and (in the case of Ongoing Services) to a maximum of the price paid by you for those services for the last contract period (which will normally be 12 months unless the contract states otherwise) prior to the date on which the subject matter of the claim arises. You acknowledge that our pricing structure has been calculated on the basis that you will make your own insurance arrangements regarding any potential losses above that level if you consider that necessary. Any claim must be notified promptly to us – within 14 days of the end of the 30 day period specified in clause 6(c) in the case of Development Services (or in the case of other work within 14 days of the problem arising) if at all possible – and in writing. We are not obliged to accept a claim that does not comply with this condition.
7. You do of course appreciate that all website marketing is to some extent speculative, and whilst our services are provided in good faith and in what we consider to be your best interests, you acknowledge that we cannot of course guarantee any particular level of success for your website in terms, for example, of the amount of new business it may attract.
8a) The price payable for our services will be as set out in our quotation or confirmation of order (as applicable). All prices are subject to value added tax or other applicable taxes, whether or not such taxes are specifically mentioned in our quotation.
b) Prompt payment of all sums due to us is the essence of this contract. Terms for payment will be as set out in our quotation/confirmation of order, but in any event we can, wherever we consider it appropriate, ask you for pre-payment or stage payments for our fees.
c) If any payment due to us has not been paid by the due date we may in our absolute discretion and without any liability to you stop all work on your behalf and/or withdraw any services we are providing with immediate effect until the outstanding balance has been cleared in full together with any other sums then due to us under these Terms and Conditions.
d) HBR may apply or apportion payments received at its absolute discretion towards any of its outstanding fees or any other sums due under these Terms and Conditions.
9. We will be entitled to charge interest on any late payments calculated on a daily basis equivalent to 2% per calendar month on any outstanding balance calculated from the date payment first fell due until the date of receipt of cleared funds, such interest to continue to accrue both before and after any judgement that we may obtain against you.
10a) If you wish to cancel an order for Development Services before our work has been completed you must notify us of that in writing. Upon receiving such a notice, we will calculate and notify to you in writing the amount of our fees incurred up to that point and if you pay those fees in full within 14 days of being notified of them the project will be deemed cancelled and we will be under no further obligation to you. Unless and until the project has been cancelled as above, the whole of the original contract price will remain due, and payable on demand, and we will be entitled (but not obliged) to continue work on the project pending receipt of further instructions and/or such further payments on account as we may reasonably request.
b) To terminate our agreement for the provision of any Ongoing Services you must give us a minimum of 1 month’s written notice expiring at the end of the current period of the contract for the provision of those services.
11. It is agreed that this contract is in all respects subject to the Laws of England and that any matters arising from this contract are subject to the jurisdiction of the English Courts.
12. Any formal notice to be served under this contract on HBR must be in writing and delivered to its registered office address either in person or by recorded delivery post.