We will have intellectual property rights in everything we create for you from the moment it is created. However, on full payment of our fees, all copyright and any other intellectual property rights in the material we have created for you will pass to you.
This excludes any element of the work that contains proprietary software such as our content management system which we need to retain and nor will we transfer layered files created as part of the process of producing the work.
We have the right to attach a copyright notice or other identifying mark to the material we produce for you and you agree not to remove such marks without our permission.
Don’t worry, we will ensure that these do not spoil the look of anything we create. Also, we have the right to use examples of the work that we have done for you in our advertising and promotional materials. Of course, when we promote ourselves, we won’t use any information which is commercially sensitive to you.
Both of us agree that the terms of our agreement and any commercially sensitive information that passes between us will be kept confidential. Of course this doesn’t apply to any information which either of us is required to disclose by law, that isn’t confidential already or that we pass to our professional advisors.
You agree to be responsible for ensuring that you do everything that is required of you or any third party that you engage in relation to the project we will be working on with you, you also agree that, if you are unable to do this, we will be free to charge you any reasonable additional fees which stem from any delay.
If you ever want to change the scope of the project in any way please let us know in writing. We will let you know what the cost of such changes are but, as I am sure you will understand, we cannot undertake any extra work until these additional costs are agreed.
Any information or other materials that you supply to us (whether created by you or a third party) will, we assume, not infringe the rights of anybody else. Of course, if they do, you will have to be responsible for the consequences and agree to cover any costs that we incur as a result of any complaint or other action taken by a third party in relation to any materials which you, or anyone else on your instruction, has supplied to us.
Like any business we can’t survive without cashflow and so, unless we agree otherwise, we will charge you 50% of the overall project upfront and will not do any work until we have received this payment. The rest of the project will be charged in accordance with the payment schedule or, if not referred to in the schedule, on completion by us of everything you have asked us to do.
All invoices are to be paid within 20 days of their date and, if they are not, we will have to charge you interest at a rate of 4% above the base rate of HSBC Bank plc. Please be aware that all our legal fees will be charged should we need to recover any payments from you. Sorry, but if we don’t get paid we don’t eat.
If we have agreed to do a certain amount of work in a month (for example under a maintenance contract) any unused work does not carry over to the next month. Also any work done over and above an agreed monthly level will be charged for at our normal rates.
We will try to inform you in advance when you are about to go over a monthly agreed level but this might not always be possible.
You need to give us 2 months written notice should you decide to cancel any ongoing monthly work.
The service will continue during this cancellation period. This helps us to manage the transfer of your assets and guarantees you that everything is being processed professionally.
We are always happy to give you our ideas and help you scope out a project and you won’t be charged for initial phone calls or exchanges of emails.
However, if we are required to attend any meetings with you and/or your clients or create any materials prior to agreeing a project cost, we reserve the right to always charge for our time for doing so at our standard rates. If, following such preliminary meetings the project goes ahead then these costs will naturally be included in the overall project price.
At the end of the project we will ask you to confirm that it is complete. If you don’t get back to us within a week of us asking we will presume that you are too busy or just forgot and that you are happy with everything.
We don’t want to leave you on your own though and so we will either provide maintenance and/or support as agreed with you or will, for 60 days from completion of the project, fix any small problems with our work. We can’t do this for third party applications however. After all, if we didn’t make it, it isn’t our fault if it doesn’t work.
If you need anything else from us just ask and we will let you know what it would cost.
Any expenses we incur will be charged at our normal rates, which are in the payment schedule. These will be charged monthly in arrears. Unfortunately we will have to charge you interest on these if they are not paid for on time. If our expense rates change we will let you know.
If we are unable to do something we said we will do because of things beyond our control then we will let you know how the timetable for the project is affected. Of course, in these circumstances, we might not be able to fulfil the original timetable for the project and you will not be able, of course, to hold that against us.
That said, we will of course do what we reasonably can to make sure that as little disruption to your plans is caused as possible.
Wherever you are and wherever we are when we provide services to you these will always be governed by the laws of England and, in the unlikely event that there is a dispute between us, this dispute will be heard by the courts of England. As you know we are an English company and this makes everything a lot simpler for us.
Revision v1.3 / 2015