Terms

Definitions

In this document the following words shall have the following meanings...

1.1. “Agreement” means these Terms and Conditions together with the terms of any applicable proposal/estimate;

1.2. “Customer” means the organisation or person who purchases services from freelance designer Joe Taylor, or freelance developer Sam Bedingfield (or both);

1.3.“Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.4.“Proposal” means a statement of work, quotation or other similar document describing the services to be provided by freelance designer Joe Taylor, or freelance developer Sam Bedingfield

General

2.1.These Terms and Conditions shall apply to all contracts for the supply of design and development services by Joe Taylor Design and Sam Bedingfield Development.

2.2. Before starting freelance services, Joe Taylor Design/Sam Bedingfield Development shall submit to you a proposal/estimate which shall specify the freelance services to be performed and the fees payable. You shall notify Joe Taylor Design/Sam Bedingfield Development immediately if you do not agree with the contents of the proposal/estimate. The proposal/estimate shall be subject to these full Terms and Conditions. Design and development services shall commence once Joe Taylor Design/Sam Bedingfield Development receive email confirmation and/or signed acceptance and Joe Taylor Design/Sam Bedingfield Development have full details of your registered name and address (if a limited company) or details and electoral register proof of your residential address (if a sole trader).

2.3. Joe Taylor Design/Sam Bedingfield Development shall use all reasonable endeavours to complete the services within time frames estimated but time shall not be of the essence in the performance of any services.

2.4. Outlab is not a Limited Company. It is simply a term Joe Taylor Design/Sam Bedingfield Development use to describe services and workflow.

Design and Development Fees and Payment

3.1. The design and development fees for the performance of the services and payment schedule are as set out in the proposal/estimate.

3.2. In the event that your procedures require that an invoice be submitted against a Purchase Order for payment, you shall be responsible for issuing such Purchase Order before the commencement of the services. You agree that this clause shall still apply in the event of any failure to obtain a purchase order and any late payment shall incur interest and charges as set out in clause 3.3 below.

3.3. Debt recovery costs and interest are chargeable in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by Late Payment of Commercial Debts Regulations 2002. Joe Taylor Design/Sam Bedingfield Development shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at the current rate of interest per annum above the current base rate of the Bank of England – see Pay On Time for up to date details.

3.4. Joe Taylor Design/Sam Bedingfield Development may ask you to pay a percentage of the project fee in advance of commencement of the work, with a further percentage at one or more mutually agreed stages of the project.

3.5. Once a freelance project is started, the fee Joe Taylor Design/Sam Bedingfield Development have agreed for the full project is deemed to be incurred unless we have agreed payment milestones in the service specification. You have no right to withhold or reduce payment based on your critical response to, or appraisal of, the work created for you.

3.6. In the event of cancellation or unlawful termination of this agreement, by you for any reason, other than a failure to agree on alterations to the proposal/estimate covered in section 6 below, the provisions of section 10.2 will apply and Joe Taylor Design/Sam Bedingfield Development shall submit final invoice(s) for immediate payment, hereby cancelling the provision for payment within 30 days.

3.7. If you use any work produced before Joe Taylor Design/Sam Bedingfield Development have invoiced for the final stage, Joe Taylor Design/Sam Bedingfield Development reserve the right to invoice you in full for the agreed amount.

Customer’s Obligations

4.1. To enable Joe Taylor Design/Sam Bedingfield Development to perform the obligations under this Agreement you shall:

4.1.1. co-operate with Joe Taylor Design/Sam Bedingfield Development;

4.1.2. provide any information reasonably required by Joe Taylor Design/Sam Bedingfield Development;

4.1.3. obtain all necessary permissions and consents which may be required before the commencement of the services; and

4.1.4. comply with such other requirements as may be set out in the proposal/estimate

4.1.5. provide your registered company address if a registered company, or a residential address (as per current electoral roll) if a sole trader.

4.2 You shall be liable to compensate Joe Taylor Design/Sam Bedingfield Development for any reasonable expenses Joe Taylor Design/Sam Bedingfield Development incur as a result of your failure to comply with Clause 4.1.

4.3. In the event that you do not make use of any work that Joe Taylor Design/Sam Bedingfield Development produce for you in accordance with the proposal/estimate, you agree to absolve Joe Taylor Design/Sam Bedingfield Development of all responsibility for any loss of income or for any costs or damages suffered by you or by any third party as a result of any delay which has been caused to your business or to the business of any third party.

4.4. Should you for any reason fail to maintain communication with Joe Taylor Design/Sam Bedingfield Development with regard to a freelance project which you have contracted, Joe Taylor Design/Sam Bedingfield Development will issue an invoice for payment as per our agreed and signed terms. Joe Taylor Design/Sam Bedingfield Development will consider failure to maintain communication as a period of 21 days in which Joe Taylor Design/Sam Bedingfield Development do not hear from you, despite sending you at least one email to an address via which we have previously communicated successfully and from which the email does not bounce. Three days will be allowed for the last email to be responded to. It is your obligation to ensure you maintain communication through the project duration.

4.5. Should any project remain unfinished after 60 days, Joe Taylor Design/Sam Bedingfield Development reserve the right to invoice for all work to date at that point – even if the project then continues after that time and to its agreed scope as per the proposal.

Supplier’s Obligations

5.1. Joe Taylor Design/Sam Bedingfield Development shall provide the services in accordance with the provisions of the proposal/estimate. If, when you see a proof or development site, you are dissatisfied with any work Joe Taylor Design/Sam Bedingfield Development have produced for you, Joe Taylor Design/Sam Bedingfield Development will do their best to resolve your concerns. You agree to discuss it with Joe Taylor Design/Sam Bedingfield Development at your earliest opportunity and confirm the reasons for your dissatisfaction in writing within 14 days of receipt of the draft or before a material deadline if earlier.

5.2. In the event that you or any third party prevents or delays Joe Taylor Design/Sam Bedingfield Development from undertaking or complying with any of its obligations under this Agreement, then Joe Taylor Design/Sam Bedingfield Development shall notify you as soon as possible and:

5.2.1. Joe Taylor Design/Sam Bedingfield Development shall have no liability in respect of any delay to the completion of any project;

5.2.2. if applicable, the timetable for the project will be modified accordingly;

5.2.3. You will be notified if Joe Taylor Design/Sam Bedingfield Development intend to make any claim for additional costs.

5.3. Every effort will be made to ensure that designs are free of spelling mistakes and other literals. However, the responsibility for checking spelling mistakes and literals is yours, and you absolve Joe Taylor Design/Sam Bedingfield Development of responsibility for any costs incurred as a result of the appearance of such errors in the final published form of any collateral in which you use the designs concerned.

Alterations to the Proposal or Estimate

6.1. The parties may at any time mutually agree upon and execute a new proposal. Any alterations in the scope of services to be provided under this Agreement shall be set out which shall reflect the changed services and fees and any other terms agreed between the parties.

6.2. You may at any time request alterations to the proposal by notice in writing to Joe Taylor Design/Sam Bedingfield Development. On receipt of the request for alterations, Joe Taylor Design/Sam Bedingfield Development shall, within five working days or such other period as may be agreed between the parties, advise you by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.

6.3. Where Joe Taylor Design/Sam Bedingfield Development give written notice to you agreeing to perform any alterations on terms different to those already agreed between the parties, you shall, within five working days of receipt of such notice or such other period as may be agreed between the parties, advise Joe Taylor Design/Sam Bedingfield Development by notice in writing whether or not you wish the alterations to proceed.

6.4. If the alterations are agreed, the estimate will be amended accordingly. If you do not wish to proceed, this agreement will then terminate and Joe Taylor Design/Sam Bedingfield Development will submit a final invoice for all work carried out to that point, payable in accordance with section 3.2 above.

Warranty

Joe Taylor Design/Sam Bedingfield Development warrant that the freelance services performed under this Agreement shall be performed using skill and care, and of a quality conforming to generally accepted industry standards and practices.

Indemnification

You shall indemnify Joe Taylor Design/Sam Bedingfield Development against all claims, costs and expenses which Joe Taylor Design/Sam Bedingfield Development may incur and which arise, directly or indirectly, from your breach of any of your obligations under this Agreement, including any claims brought against Joe Taylor Design/Sam Bedingfield Development alleging that any services provided by Joe Taylor Design/Sam Bedingfield Development in accordance with the proposal infringes a patent, copyright or trade secret or other similar right of a third party.

Limitation of Liability

In no event shall Joe Taylor Design/Sam Bedingfield Development be liable for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Joe Taylor Design/Sam Bedingfield Development had been made aware of the possibility of you incurring such a loss.

Termination of Freelance Services

10.1. Either party may terminate this Agreement forthwith by notice in writing to the other if:

10.1.1. the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 14 calendar days of being given written notice from the other party to do so;

10.1.2. the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

10.1.3. the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

10.1.4. the other party ceases to carry on its business or substantially the whole of its business; or

10.1.5. the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

10.2. Without prejudice to any other rights to which Joe Taylor Design/Sam Bedingfield Development may be entitled, in the event that you unlawfully terminate or cancel the freelance services agreed to in the proposal/estimate, you shall be required to pay to Joe Taylor Design/Sam Bedingfield Development as agreed damages and not as a penalty the full amount of any third party costs to which Joe Taylor Design/Sam Bedingfield Development have committed and, in respect of cancellations on less than five working days’ written notice, the full amount of the fee set out in the proposal/estimate, and you agree this is a genuine pre-estimate of my losses in such a case. For the avoidance of doubt, your failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.

Intellectual Property Rights

11.1. When you commission Joe Taylor Design/Sam Bedingfield Development, you are purchasing the copyright in the work Joe Taylor Design/Sam Bedingfield Development create for you, and this is assigned to you on receipt of full and final payment of all fees due. Joe Taylor Design/Sam Bedingfield Development retain the copyright until the agreed payment has been met. If Joe Taylor Design/Sam Bedingfield Development are not paid, Joe Taylor Design/Sam Bedingfield Development reserve the right to refuse the use of any work for any purposes.

11.2. Joe Taylor Design/Sam Bedingfield Development reserve the right to use any work produced for you for promotion.

11.3. Ownership of IPR (intellectual property rights) of original code written for the intent of the quoted project is retained by Joe Taylor Design/Sam Bedingfield Development. We grant full use of IP necessary for your business, limited to the project.

Force Majeure

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events. Any alterations to the proposal/estimate necessitated under this section shall be subject to the provisions of section 6 above.

Independent Contractors

Joe Taylor Design/Sam Bedingfield Development may, (though unlikely) engage sub-contractors to provide all or part of the services being provided to you.

Overseas Payments

It is the customer’s responsibility to cover the cost of any charges for foreign bank transfers and currency conversions.