TERMS AND CONDITIONS

1.  Terms & Conditions
   • The supply of the Deliverables shall be subject to these terms, which shall take precedence over any terms and conditions of the Client.
   • Orders placed by the Client leading to a contract which is not expressed to be subject to the terms and conditions in this Contract shall still be subject to them.
   • These terms and conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to the Client by the Company.
   • The Company’s employees, subcontractors and/or agents are not authorised to make any representations or warranties concerning the Deliverables unless confirmed by the Company in writing.
   • No oral warranties or representations shall bind the Company (unless given by a director of the Company).
   • The Client acknowledges that it does not rely on any representation and/or warranty which has not been made in accordance with these terms and condition

The following terms and conditions apply to the Contract and to each future request for the supply of Services and/or materials received by the Company from the Client from time to time unless otherwise agreed in writing.

2.  Contract
   • Proposals are not binding or capable of acceptance and are estimates of the work to be carried out and costs to be incurred only (unless stated otherwise) and shall be available for acceptance for a period of 7 days unless otherwise confirmed in writing by the Company. Proposals may be withdrawn by the Company at any time during this period by oral or written notice.
   • The Company shall have the right to refuse to accept any order placed for Deliverables.
   • The Client shall be responsible for the accuracy of any information provided to the Company to enable it to perform the Contract.
   • The Contract between the Company and the Client shall come into effect on the Client’s acceptance of the Company’s Proposal or the Client’s signature of a letter of engagement, whichever is the sooner.
   • If the Client cancels this Contract for any reason it shall have no further recourse against the Company under this Contract.
   • The Company reserves the right to charge the Client for any costs incurred by the Company in the preparation of the Proposal pursuant to Clause 6 below.
   • If the Client approves any Proposal produced by the Company, then the Client shall have no claim in respect of, nor any right to reject any Deliverables that are provided by the Company in accordance with the Proposal agreed between the parties.
   • Where the Company is engaged by the Client to provide the Deliverables on a continual basis, each delivery of the Deliverables or provision of Deliverables set out in the Proposal shall constitute a separate and distinct contract.
3.  Title

• The Company will use its reasonable care and skill in the production and supply to the Client of the Deliverables.

4.  Payment
   • The Client shall pay the Job Cost in accordance with the payment schedule provided to the Client and in accordance with these terms and conditions.
   • The Job Cost shall be as quoted to the Client by the Company as at the date of acceptance of the Proposal. The Job Cost shall be paid after deduction of any agreed discount and/or inclusion of any additional costs incurred pursuant to clause 2.6.
   • All prices are exclusive of any applicable VAT for which the Client shall be additionally liable.
   • Any payments due to the Company shall be payable by the Client immediately through bank transfer or cleared funds. Time for payment shall be of the essence.
   • Subject to Clause 2.6, for the provision of Deliverables, the Client shall, in accordance with clause 4.4 pay:
     • a non-refundable Deposit to the Company for the provision of the Deliverables upon the Client’s acceptance of the Proposal; and
     • the balance of the Job Cost quoted by the Company immediately upon completion of the provision of the Deliverables; or
   • If the Client fails to make any payment in full on the due date, the Company may charge the Client any reasonable administration costs and/or interest (both before and after judgment) on the amount unpaid at a rate of 5% above the base rate from time to time of the Company’s bank, compounded with monthly rests or otherwise in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1995 (as amended), whichever is the higher.
   • Any monies received by the Company from the Client may be applied by the Company at its option against any additional administration costs and/or interest charged prior to application against any principal sums due from the Client which may be applied in any order.
   • The Client shall pay all sums due to the Company under this contract without any set off, deduction, counterclaim and/or any other withholding of monies.
   • Payment shall not be deemed to be made until the Company has received either cash or cleared funds in respect of the full amount outstanding.
   • The Company reserves the right to render an invoice to the Client at any time before commencing any work.
   • If a Job Cost has not been fixed by the Company or agreed by the parties at the time of entering the Contract, the Company
   • may require the Client to pay a percentage of the Job Cost (as estimated by the Company) in advance to cover the Company’s time attending meetings and/or producing Deliverables.
   • If any payment is not made in full to the Company when due then the Company may withhold or suspend future or current production of Deliverables (including the suspension of the live availability of websites) under the Contract and/or any other agreement with the Client.
   • If the production of any Deliverables is cancelled or the Contract is terminated by the Client before completion of the production of the Deliverables, the Company shall be entitled to be paid on a quantum meruit basis for that part of the Deliverables already produced. The Agency may invoice the Client accordingly and such monies shall be immediately due for payment.
5.  Proposals, Deliverables and Changes
   • The Client warrants that any brief or instructions that it provides to the Company is accurate in all respects.
   • The Company shall have no Liability for errors in any brief or instructions or details supplied by the Client and the Client is solely responsible for their accuracy.
   • The Job Cost and any pre-set dates for supply (in respect of which time shall not be of the essence) of the Deliverables will be agreed on the basis of the Proposal, and therefore any changes to it after the entering into the Contract, whether resulting from alterations by the Client, delay in providing the Company with materials, information, instructions or authorisations, supply of faulty materials to the Company by the Client, or any other circumstances beyond the Company’s control will be subject to additional charges for the Company’s time and work and may involve delays in supply for which the Company shall not be liable.
   • The Company reserves the right to charge for any additional work carried out as a result of any alterations made to the Proposal for any reason.
   • The Client will pay the additional charges and will reimburse the Company for all and any costs incurred under clause 5.3 and 5.4.
   • The Client shall indemnify and keep indemnified the Company for any additional costs incurred by the Company as a result of clause 5.3, 5.4 and for and against any and all claims, losses, expenses, proceedings, actions, awards, liabilities, costs (including legal costs on a full indemnity basis and increased administration costs) and any other losses and/or liabilities arising out of the Company’s use of any brief, instructions, specifications, details and/or drawings supplied by the Client.
   • The Company reserves the right to make changes to the Proposal as required from time to time by law provided that they do not have a material adverse effect on the quality of the Deliverables. If the Company does make changes to the Proposal which have a material adverse effect on the Client, then the Client shall have the right to cancel the Contract without Liability.
   • The Client shall be responsible for checking and approving the Proposal and satisfying itself that the Proposal is accurate and adequate for the Deliverables.
6.  Preliminary and Speculative Work
   • Fees, costs and expenses for services and materials produced or supplied by the Company prior to the entering into of the Contract or for other services, or materials supplied, designed or produced in accordance with any instruction of the Client (regardless of whether or not the Client subsequently accepts a Proposal or places any order in respect of such work) shall be charged at the Company’s discretion to the Client unless otherwise agreed by the Company in writing and the Client shall pay all such charges within 30 days of invoice.
7.  Construction
   • Unless otherwise agreed in writing the Company will arrange and oversee all construction work related to the project described in the Proposal.
8.  Approvals
   • Written approval (Sign Off) (which shall include approval confirmed in e-mail) communicated to the Company by the Client or any officer or employee of the Client of final plans, costings and amendments and the like will constitute the Client’s acceptance of such plans, costings and amendments and the Agency’s authority to proceed with production or publication as appropriate.
   • Where material is sent to the Client for Sign Off, the Client shall check it carefully and notify the Company by e-mail of any errors or alterations.
   • The Agency will use its reasonable endeavours to effect any changes so notified by the Client pursuant to clause 8.2 but reserves the right to charge extra if any of these alterations either:
     – go beyond the original accepted Proposal; or
     – are notified to the Company more than 3 working days after the supply of such materials to the Client.
     Any changes that are communicated to the Company by the Client will be charged for at any time after the Sign Off by the Client.
   • Where notification by the Client of errors is either received by the Company after Sign Off or does not occur at all before fulfilment, the Company will not be liable in respect of any such errors.
   • The Company will not be liable for errors occurring in circumstances where the Client does not allow time to check plans and specifications.
     
9.  Property and materials supplied by the Client
   • All property and materials belonging to the Client which are supplied by the Client to the Company will be held by the Company at the Client’s own risk.
   • The Company shall not be responsible for and shall have no liability for defects in any Deliverables or other goods caused by defects in or the unsuitability of such materials or equipment provided by the Client for use in the production of the Deliverables.
   • The Company shall have a general lien on all property and materials of the Client in its possession in respect of all unpaid debts due from the Client and shall be entitled on the expiration of 30 days’ notice to dispose of such goods or property as it thinks fit and to apply the proceeds towards payment of such debts.

10.  Compliance and Indemnity
    • It shall be the sole responsibility of the Client to ensure that the Deliverables comply with all local laws (whether consumer, public or civil), regulations and codes in all countries in which use is intended as stated in the Contract including, without prejudice to the generality of the foregoing any and all laws relating to defamation or to the infringement of the intellectual property rights of any person. It shall also be the Client’s responsibility to ensure that the Deliverables carry all disclaimers, warnings and public information which any competent lawyer of the Client in any of the relevant jurisdictions would advise.
    • Accordingly the Client agrees to indemnify, keep indemnified and hold harmless the Agency and the Agency’s agents and employees from any liability, cost, loss, damages award, sum payable by way of settlement or other expense of any kind (including reasonable legal fees) arising from any claim, demand or action alleging that the Deliverables or use of them are contrary to any law, code or regulation in any country.
11.  Expenses
    • The Company will, where practicable, use its reasonable endeavours to estimate costs and extras such as couriers and other external services to be used in relation to the Deliverables, but this may not always be possible and precise estimates of such costs cannot be guaranteed.
    • Expenses related to the job, will be invoiced by the Company and the Client is liable for these invoices.
    • Where the Company has provided the Client with a quotation or estimate based on costs to the Company which subsequently increase the Client will pay the additional costs.
    • Where expenses are likely to be significant, the Company reserves the right to require the Client to pay the full amount of the expected expense in advance.
    • Where additional expenses not contemplated by the Company are incurred, either as a result of alterations to the Proposal otherwise at the Client’s request, the Client shall pay such expenses suffered by the Company by way of settlement of the relevant invoices on demand.
12.  Default
    • If the Client:
      – fails to make any payments to the Company when due;
      – breaches the terms of this contract and, if the breach is capable of remedy, has not been breached within 14 days of receiving notice requiring the breach to be remedied;
      – persistently breaches any one or more terms of this Contract;
      – pledges or charges any Deliverables which remain the property of the Company or ceases or threatens to cease to carry on business, or proposes to compound with its creditors, applies for an interim order under Section 252 of the Insolvency Act 1986 or has a bankruptcy petition presented against it, enters into a voluntary or compulsory liquidation as a receiver, administrator or administrative receiver appointed over all or any of its assets, or takes or suffers any similar action in any jurisdiction;
      – exceeds the credit limit set by the Company;
      – appears to the agency due to the Client’s credit rating to be financially inadequate to meets its obligations under the contract; and/or,
      – being a partnership or other unincorporated association is dissolved;
      – being a natural person, dies; or
      – appears reasonably to the Company to be about to suffer any of the above events;
      – then the Company shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in Clause 14.2.
    • If any of the events set out in Clause 12.1 above occurs in relation to the Client then:
      – the Company may enter, without prior notice, any premises of the Client (or premises of third parties with their consent) where any Deliverables owned by the Company may be and repossessed and dispose of or sell any Deliverables found which are owned by the Company so far as to discharge any sums due to the Company under this contract or any other Agreement with the Client;
      – the Company may withhold delivery of any undelivered Deliverables;
      – the Agency may cancel, terminate and/or suspend without liability to the Client, any contract with the Client; and/or,
      – all monies owed by the Client to the Company shall immediately become due and payable.
13.  Rejection or Cancellation
    • Unless a rejection fee has been agreed in advance, the Client shall have no right to terminate the Contract, allege breach of Contract or seek any cancellation, reduction or repayment of the Job Cost on the basis of the Deliverables.
    • Once the Contract is concluded as provided on these terms and conditions, any subsequent cancellation by the Client will result in the Client being liable for the full Job Cost as if the cancellation had not taken place, excluding such committed third-party expenses as the Company is able to avoid liability for within its existing contractual commitments to suppliers.
14.  Property
    • Where Deliverables are supplied to the Client on computer disks or other electronic storage method, then the Company remains the owner of these storage media and reserves the right to require immediate return of them. If additional copies of such disks are requested by the Client these may be supplied by the Company at its discretion and on payment of a fee.
    • In circumstances where the Deliverables constitute goods, the Company shall retain title and ownership of the goods until it has received payment in full in cash or cleared funds of all sums due and/or owing for all Deliverables supplied to the Client by the Company under this contract and any other Agreement agreed between the Company and the Client.
    • Until payment in full of the price of all Deliverables supplied to the Client, the Deliverables shall be stored separately from any products or goods belonging to the Client or any third party and must clearly be marked and identified as being the Company’s property. The Client agrees that the Company’s employees and/or agents shall be entitled to enter the Client’s premises to check compliance with this Clause.
    • The Company shall retain title and ownership of all intellectual property rights in accordance with Clause 10.1 above.
15.  Liability
    • The Company accepts liability for its own negligence or faults in the Deliverables, but only to the extent stated in this clause 19.
    • The Company does not exclude or restrict its liability for death or personal injury resulting from negligence.
    • The Company shall have no Liability for any defects in any Deliverables caused or contributed to as a result of the Deliverables being used for display.
    • The Company shall have no Liability for any defects in the Deliverables where the defects have been caused or contributed to by the Client to the extent so contributed.
    • The Company shall have no Liability to the Client if the Job Cost has not been paid in full by the due date for payment.
    • The Company shall have no Liability for damage, loss, liability, claims, costs or expenses caused or contributed to by the Client’s continued use of defective Deliverables after a defect has become apparent or suspected or should reasonably have become apparent or suspected to the Client.
    • The Company shall have no Liability to the Client for defective Deliverables which are goods unless the event is notified to the Company within the appropriate time limit as set out in Clause 15.6 of this Contract.
    • The Client shall, where reasonable, give the Company a reasonable opportunity to remedy any matter for which the Company is liable before the Client incurs any costs and/or expenses in remedying the matter itself. If the Client does not do so, the Company shall have no Liability to the Client.
    • The Company’s total liability to the Client in contract law or in tort or otherwise howsoever arising in relation to this Contract is limited to the amount of the Job Cost less any external costs incurred by the Company. To the extent that any Liability of the Company to the Client would be met by any insurance of the Company then the Liability of the Company shall be extended to the extent that such Liability is met by such insurance.
    • The Company shall have no Liability for any matters which are outside its reasonable control.
    • The Company shall have no Liability to the Client for the following loss or damage, howsoever caused and even if foreseeable by the Company:
      – economic loss including loss of profits, business, contracts, revenues, goodwill, opportunity, production and anticipated savings of any description;
      – economic and/or similar losses;
      – loss arising from any claim made against the Client by any other person; or
      consequential losses;
      – loss or damage arising from the Client’s failure to fulfil its responsibilities or any matter under the of the Client; and/or,
      – special damages and indirect losses.
    • Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:
      – Liability for breach of contract;
      – Liability in tort (including negligence);
      – Liability for breach of statutory duty; and,
      – Liability for breach of Common Law;
    • All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.
    • Nothing in this Contract shall exclude or limit any statutory rights of the Client which may not be excluded or limited due to the Client acting as a consumer. Any provision which would be void under any consumer protection legislation or other legislation shall to that extent, have no force or effect.
    • The limitations in this Contract are necessary in order to allow the Company to provide the Deliverables at its current prices. If the Client requires greater protection, then the Company will agree to modify the limitations in return for the payment of a high price for the Job Cost and the Deliverables.
16.  Waiver
    • No waiver by the Company of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
17.  Sub-Contracting and Assignment
    • The Company may sub-contract any or all of its rights or obligations hereunder and may with the Client’s consent, such consent not to be unreasonably withheld, assign the benefit and burden of its rights and obligations hereunder to any other entity.
    • The Client shall not assign its interest in this Contract (or any part) without the written consent of the Company.
18.  Confidential Information
    • Neither party shall divulge any confidential information which is supplied to it about the other party in the course of this Contract or any pre-Contract discussions, other than information forming part of the public domain otherwise than through a breach of this clause or any other obligation of confidence.
19.  Matters beyond the Company’s reasonable control
    • The Company is not liable for any breach of this Contract caused by matters beyond its reasonable control including (without limitation) acts of God, fire, lightning, explosion, war, disorder, flood, drought, industrial disputes (whether or not involving the Company’s employees), weather of exceptional severity or acts of local or central government or other authorities.
20.  Severance
    • If any provision of this Contract is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Contract which shall remain in full force and effect. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
21.  Entire Agreement
    • Save as expressly provided herein, this Contract is the entire agreement between the parties on the subject matter contained herein and supersedes all representations, communications and prior agreements between the parties in that regard.
22.  Warranties and Representations
    • Each party acknowledges that upon entering into this Contract it does not rely and has not relied on any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to this Contract or not) except those expressly referred to in this Contract. The only remedy available in respect of any misrepresentation or untrue statement made to either party shall be a claim for damages for breach of contract under this Contract. This clause shall not apply to any statement, representation or warranty made fraudulently, or to any provision of this Contract which was induced by fraud for which the remedies available shall be those available under the law governing this Contract.
23.  Third Party Rights
    • A person who is not a party to this Contract has no rights under the Contracts (Rights of Third Parties) Act of 1999 to enforce any term of this Contract, but this does not affect any other right or remedy of a third party.
24.  Service of Notices
    • Any written notice required by this Contract should be sent to the address or contact details of the intended recipient shown overleaf. Notices can be sent by hand or by post.
25.  Governing Law and Jurisdiction
    • This Contract and any relevant interaction between the parties shall be governed by and construed in accordance with the laws of England and Wales and both parties agree to submit to the non-exclusive jurisdiction of the courts of England and Wales in relation to any claim, dispute or difference which may arise hereunder or in relation to any relevant interaction between the parties prior to this Contract.
26.  Definitions
    • In these terms and conditions the following words shall have the meanings given in this clause:

‘Company’ means Zidane Projects Ltd, registered in England & Wales, company number (11906679), VAT number (337789545);

‘Client’ means the person, firm or company named, addressed or otherwise indicated as the client;

‘Client Ready Date’ means the date when the Deliverables are completed and ready for approval of the Client;

‘Contract’ means the contract for the supply of the Deliverables by the Company to the Client at the Job Cost on the delivery dates agreed and consisting of the other terms set out here and concluded by either the Client signing their acknowledgement of such terms and returning it to the Company or the Company starting work on the Deliverables;

‘Deliverables’ means the services, materials, products and/or website to be supplied by the Agency or the uploading and ongoing hosting of a website by the Company under the Contract, as described in the Proposal;

‘Job Cost’ means the fee to be charged to the Client for the Deliverables by the Company, and any additional costs incurred by the Company or otherwise agreed and confirmed by the Company in writing;

‘Liability’ means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;

‘Proposal’ means the Company’s offer, tender, proposition, statement of work or written brief in relation to Deliverables detailing all matters regarding the Deliverables and their functionality (where appropriate) for the Client.