Terms & Conditions
Here’s the legal stuff – grab a coffee!
Please read these core terms and conditions carefully, as they affect your legal rights. Details of our supplementary policy regarding web hosting and resource usage can be found here.
The following expressions shall have the following meanings:
1.1. “Agreement” means the contract between the Company and the Client for the provision of the Services incorporating these Terms and Conditions;
1.2. “Client” means any person or business who purchases Services from the Company;
1.3. “Company” means Erjjio Studios Limited, a limited company incorporated in England and Wales with registered company number 10470799 and VAT number GB 262 2271 28. The registered office address is Allia Future Business Centre, 18-20 London Lane, Hackney, London E8 3PR;
1.4. “Content” means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this website, including any such content uploaded by users;
1.5. “Employee” means agents, consultants, contractors or workers whom at any time provide a service to the Company;
1.6. “Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other Intellectual Property Right recognised in any part of the world whether or not presently existing or applied for;
1.7. “Proposal” means a quotation or other similar document describing the Services;
1.8. “Results” means the completion of the Services resulting in the live and completed website, including all Content, hosted on the Company’s infrastructure or elsewhere;
1.9. “Schedule” means the agreed actions and timing for the project. To be agreed in writing by Company and Client at the start of the Services;
1.10. “Services” means the website services as described in the Proposal;
1.11. “Software” means any software that the Company licenses to the Client under this Agreement;
1.12. “Terms and Conditions” means the terms and conditions of supply of Services as set out in this document and any subsequent terms and conditions agreed in writing by the Company and Client;
1.13. “Third Party” means a party associated with the Client or a party which provides services, facilities, hardware or software via the Company for the provision of agreed services as ordered by the Client.
2.1. These Terms and Conditions shall apply to the Agreement for the supply of Services by the Company to the Client and shall supersede any other documentation or communication between parties.
2.2. Any variation to these Terms and Conditions must be agreed in writing by the Company and Client.
2.3. Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Company may be entitled in relation to the Services, by virtue of any statute, law or regulation.
3.1. The Proposal for Services is attached to these Terms and Conditions.
3.2. The Proposal for Services shall remain valid for a period of 30 days unless otherwise stated in the Proposal
3.3. The Proposal must be accepted by the Client in its entirety.
3.4. The Agreement between the Company and the Client, incorporating these Terms and Conditions, shall only come into force when both parties confirm acceptance in writing to the other party.
4. SERVICES AND DELIVERY
4.1. The Services are as described in the Proposal.
4.2. Any variation to the Services must be agreed by the Company and Client in writing.
4.3. The Services shall commence on the date agreed by the parties and continue until terminated by either party giving not less than 30 days’ notice in writing according to the terms of this Agreement.
4.4. The Services shall be carried out at the place of work of the Company or the Client or any other location specified in the Proposal or that the Company deems appropriate.
4.5. Dates given for the delivery of Services are estimates only and not guaranteed. Time for delivery shall not be of the essence of the Agreement and the Company shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery caused by Client.
5. PRICE AND PAYMENT
5.1. The price for Services is as specified in the Proposal and is exclusive of VAT as outlined in the Proposal.
5.2. The terms for payment are as specified in the Proposal.
5.3. The Client must settle all payments for Services within 7 days from the invoice date.
5.4. The Client will pay interest on all late payments at a rate of 2% per month from the date of invoice on overdue accounts.
5.5. The Company is also entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to the Company is late.
5.6. The Client is not entitled to withhold any monies due to the Company.
5.7. The Company is entitled to vary the price to take account of any additional Services requested by the Client which were not included in the original Proposal.
5.8. Any variation must be agreed by the Client and the Company in writing.
6. CLIENT OBLIGATIONS
6.1. The Client agrees to cooperate with the Company and shall provide any support and facilities to the Company as may be required.
6.2. The Client agrees to provide all Relevant Information required by the Company to perform the Services in a timely manner according to the agreed Schedule.
6.3. The Client agrees to refrain from directly or indirectly recruiting any person employed or engaged by the Company for the purpose of providing the Services for a period of twelve months following completion of the Services.
7. COMPANY OBLIGATIONS
7.1. The Company shall supply the Services as specified in the Proposal.
7.2. The Company shall perform the Services with reasonable skill and care and to a reasonable standard and in accordance with recognised codes of practice.
7.3. The Company shall have the authority to delegate any obligations to other employees or subcontractors but undertakes that such parties shall operate to the same standards as the Company and the Client shall be notified of any significant changes to personnel.
7.4. The Company shall take all reasonable steps to avoid damage to the property of the Client or any third party, subject to obtaining all Relevant Information from the Client and without prejudice to these Terms and Conditions.
8.1. The Company shall keep confidential all information relating to the business or affairs of the Client, the Client’s subsidiaries and the Client’s Clients.
8.2. The Company and the Client shall only disseminate the other party’s confidential information among its Employees on a need-to-know basis and shall use such Confidential Information only for the purpose of performing its obligations hereunder.
8.3. To the extent that either party is required by applicable law, regulation, government agency, court order, summons, or investigative demand, to disclose the existence or terms of this Agreement, or the other party’s confidential information, the said party shall use all reasonable effort to minimise such disclosure and obtain an assurance that the recipient shall accord confidential treatment to such information, and shall notify the other party contemporaneously of such disclosure.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. The Company shall take all reasonable steps to ensure that they, or others to whom work has been delegated, refrain from causing damage to the Intellectual Property Rights belonging to the Client.
9.2. The Client shall not distribute any Intellectual Property Rights belonging to the Company to any third party without the written consent of the Company.
9.3. Once the website design and development Services have been completed in accordance with this Agreement and a copy of the Client’s new website has been moved from the Company’s subdomain onto the Client’s own domain, the Intellectual Property Rights to the Content and Results produced for the Client through the provision of the agreed Services shall belong to the Client.
9.4. Once the new website has been launched on the Client’s own domain, the Company shall not have any rights to impose restrictions on how the Client chooses to display or use its new website or its Content.
9.5. The Client and the Company shall not infringe the Intellectual Property Rights of any Third Party during the term of this Agreement.
10.1. The Agreement shall continue until the Services have been provided in terms of the Proposal or any subsequent date as mutually agreed in writing by both parties or until terminated by either party in accordance with these Terms and Conditions.
10.2. Either party may terminate the Agreement by notice in writing to the other if:
10.2.1. the other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within 30 days of being given written notice from the other party to do so; or
10.2.2. the other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or
10.2.3. 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; or
10.2.4. the other party ceases to carry on its business or substantially the whole of its business; or
10.2.5. 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.
10.3. In the event of termination the Client must make over to the Company any payment for work done and expenses incurred up to the date of termination.
10.4. Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.
11.1. Both parties warrant their authority to enter into this Agreement and have obtained all necessary approvals to do so.
12. LIMITATION OF LIABILITY
12.1. The price the Company charges is based on the Client’s acceptance of the limitations of the Company’s liability.
12.2. The Company shall not be liable under any circumstances to the Client or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Client howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.
12.3. Nothing in these Terms and Conditions shall exclude or limit the liability of the Company for death or personal injury.
12.4. Nothing in this Agreement and the Services shall limit or exclude the parties’ liability for:
12.5. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
12.6. Fraudulent misrepresentation; or
12.7. Any other liability which cannot be limited or excluded by applicable law.
12.8. Subject to clause 12.2, in no circumstances shall either party be liable to the other party in contract, tort (including without limitation, negligence), or for breach of statutory duty or otherwise arising by reason of or in connection with this Agreement and the Services for loss (whether direct or indirect) of data, information, software, profits, business, goodwill or anticipated savings or any consequential or indirect loss whatsoever.
12.9. Both parties’ total liability to the other party in respect of all other losses arising under or in connection with the Agreement or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed five times the value of the sum payable under section 5.
13.1. Both parties shall indemnify the other party against all claims, costs and expenses which either party may incur and which arise directly or indirectly from the other party’s breach of any of its obligations under these Terms and Conditions.
14. FORCE MAJEURE
14.1. 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, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
15.1. The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Company.
16. RELATIONSHIP OF PARTIES
16.1. Nothing in the Agreement shall be construed as establishing or implying a partnership or joint venture between the parties or suggest that either of the parties are agent for the other.
17. THIRD PARTY RIGHTS
17.1. Nothing in these Terms and Conditions intend to or confer any rights on a third party.
18.1. If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
19.1. The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.
20.1. Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Proposal or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
21. ENTIRE AGREEMENT
21.1. These Terms and Conditions supersede any previous agreements, arrangements, documents or other undertakings either written or oral.
22. GOVERNING LAW
22.1. These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
23. SOFTWARE LICENCES
23.3. During the term of this Agreement and any extensions, the Company may provide the Client with the use of certain Third Party Software. In such a case, the Client agrees that:
23.3.1 Such Software is provided on a non-transferable, non-exclusive, non-proprietary basis and is provided to the Client solely in conjunction with the Services;
23.3.2 It will not copy the Software, except as is necessary for installation on the website’s server and for internal, archive purposes; nor reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Software; nor sell, lease, transfer, give or sublicense the Software, write or develop any derivative or other software program(s) based, in whole or in part, upon the Software provisioned by the Company;
23.3.3 The Client can purchase their own licences for the Third Party Software to continue using it in the event of a Termination of this Agreement.
09 March 2020