TERMS AND CONDITIONS
In these terms and conditions Newcode shall mean Newcode Partnership Ltd.
Any order accepted by Newcode whether made orally, via email or in writing is subject to these Terms and Conditions. In the event of there being any conflict then these Terms and Conditions shall prevail and shall override any Terms or Conditions stipulated, incorporated or referred to by the Client in this order, correspondence or negotiations or otherwise. Neither Newcode nor the Client shall be bound by any variation, waiver or addition to these conditions or the terms of order except as agreed by both parties in writing prior to the order being placed.
Cancellation or amendments to orders will only be considered if made in writing by the Client to Newcode and if the Client compensates Newcode for all costs, expenses and loss of profit incurred in relation thereto.
Estimates and Quotations are based on current cost of materials and production and are valid for 30 days.
Newcode reserves the right to amend any quotation or estimate at any time after acceptance to meet any rise or fall in costs of materials and production.
Quotations are exclusive of VAT which will be payable where applicable on all invoices.
All preliminary work carried out whether experimentally or otherwise at the Client’s request shall be charged as an extra to the price quoted.
4. SPECIFICATION AND PROOF
Newcode will take reasonable care in carrying out work to the Client’s specification but accepts no liability for the contents of such specification or work.
Newcode shall not be required to carry out any work which in its opinion is or maybe of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.
Newcode shall be indemnified by the Client in respect of any claims, costs, losses and expenses which it may incur as a result of any civil claims or proceedings brought against it arising out of any work carried out for the Client. This indemnity shall extend to any amounts paid on lawyers advice in settlement of any claim.
Whenever practicable a proof will be submitted to the Client for approval. Newcode shall incur no liability for any errors not corrected by the Client in any proof submitted.
If amendments made by the Client necessitate additional proofs, such proofs shall be charged as an extra to the price quoted.
Newcode will make all reasonable efforts to meet the delivery date quoted on the order but delivery dates are quoted in good faith and should be treated as estimates only. Subject to sub-clause (b) below, where time is not expressly agreed to be of the essence of the contract Newcode shall not be liable for any loss, damage or expense caused by any delay in dispatch or delivery howsoever the same may be caused.
Where it is expressly agreed between Newcode and the Client that time should be of the essence, the Client shall nevertheless not be entitled to treat the contract as terminated by reason of any failure of Newcode to comply with any dispatch or delivery date or time but Newcode will accept liability for reasonable loss, damage or expense caused by the failure to comply with the dispatch or delivery date or times provided that such liability shall not exceed 10% of the invoice price of the work for loss, damage or expense arising directly or indirectly from such delays.
The method and appropriate insurance for delivery will be at the discretion of Newcode and Newcode reserves the right to send work by courier and make an additional charge therefore.
Should work be suspended or delivery be delayed at the request of the Client for a period of 30 days or more Newcode shall be entitled to payment for work carried out, materials specially ordered and other additional costs including storage.
The risk in the work shall pass to the Client at the point the work leaves Newcode’s premises.
Invoices are payable within 30 days of date of invoice unless otherwise agreed. In the event of failure to make payment by the due date, interest will be charged at the rate of 8% above the base rate of National Westminster Bank Plc, with such interest to accrue on a daily basis.
7. CLAIMS AND LIABILITY
Any defect in or damage to or delay in delivery of work must be notified to Newcode in writing within 7 days of the date of dispatch. Newcode shall not be liable in respect of any claim unless such notification has been made.
Newcode shall incur no liability in respect of the work supplied hereunder in the absence of wilful default or neglect on the part of Newcode or its employees, agents or sub-contractors. Newcode’s liability arising out of this contract shall not extend to the Client’s consequential loss, loss of profits or third party claims.
Where work is defective for any reason, Newcode’s liability shall be limited to rectifying such defect.
8. COPYRIGHT AND OWNERSHIP OF MATERIALS
Ownership of the copyright in all work created by Newcode shall vest in Newcode at all times. This includes but is not restricted to intellectual property such as concepts, creative design and copy in addition to finished artwork, website graphics, programming code, any scripts, CGI applications, PHP scripts, software, video footage and photography.
On receipt of payment for work Newcode will grant to the Client a licence to use the copyright in the work for the purpose for which it was produced for the period during which Newcode is employed by the Client. Subject to agreement of terms between Newcode and the Client, Newcode will extend the Licence in the copyright for such further period as may be agreed. Any Licence granted by Newcode hereunder shall not be assignable without the prior written consent of Newcode .
Any materials owned by Newcode and used by it in production of work for the Clients shall remain its exclusive property. Materials supplied by the Client shall remain the Client’s property.
Newcode undertakes to store materials and sources relating to work carried out for a Client for a maximum of three years.
All Client websites developed and/or managed by Newcode must be hosted on servers provided by Newcode with ftp access restricted to Newcode employees. Any variation to this by Newcode hereunder shall not be assignable without the written consent of Newcode prior to acceptance of the Client order
Newcode makes no warranties or representations that any server service will be uninterrupted or error-free. You accept all services provided hereunder “as is” without warranty of any kind.
Newcode will not be liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by the Client or for any wasted management time or failure to make anticipated savings or liability due to interrupted service or error.
10. CLIENT’S PROPERTY
The Client’s property and all property supplied to Newcode by and on behalf of the Client shall whilst it is in the possession of Newcode or in transit to or from the Client be deemed to be at the Client’s risk unless otherwise agreed and the client should insure accordingly.
Newcode shall be entitled to make a reasonable charge for the storage of any Client’s property before receipt of the Order or after notification of completion of the work.
Any items can be disposed of by Newcode if not collected within 3 months.
11. MATERIALS SUPPLIED BY THE CLIENT
Newcode may reject any materials supplied or specified by the Client which appear to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged to the Client.
Where materials are supplied or specified, Newcode will take every care to ensure the best result but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so specified or supplied.
12. INSOLVENCY OR CREDIT RISK
If the Client at any time fails to provide satisfactory proof of credit – worthiness to Newcode or does not comply with the payment terms under Clause 6 hereof or ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a Company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, Newcode without prejudice to other remedies shall have the right not to proceed further with the contract or any other works for the customer and be entitled to charge for work already carried out (whether completed or not), materials purchased for Client, such charge to be an immediate debt due to him.
In respect of all unpaid debts due from the Client Newcode has a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled upon the expiration of 14 days notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.
14. RETENTION OF TITLE
Notwithstanding Clause 5 the work shall remain the property of Newcode until paid for in full and the Client receives and holds the work in a fiduciary capacity as bailee for Newcode . In the event of the Client’s insolvency or failure to make payments by the due date Newcode has the right to enter the Client’s premises and recover the work. Subject to Clause 8 (b) above the Client has the right to use/sell the work and the proceeds of such resale (or such part of the proceeds that is owed on the original purchase) shall be held in a separate account to Newcode’s order and the Client shall assign to Newcode any rights or claim in relation to a sub – purchaser.
15. FORCE MAJEURE
Newcode shall be under no liability whatsoever if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Acts of God, Legislation, War, Fire, Flood, Drought, Failure of Power Supply, Lockouts, Strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the Contract. During the continuance of such a contingency the Client’s may by written notice to Newcode , elect to terminate the contract and paperwork done and materials used but subject thereto shall otherwise accept delivery when available.
16. DISCRETION OF NEWCODE
Newcode shall at any time have the right to refuse to continue to carry out work for the Client on giving three days written notice to the Client. Where such notice is given the Client shall immediately be liable to pay Newcode for all the work carried out up to the date of the notice.
17. SEVERABILITY AND WAIVER
In the event that any or one of these terms and conditions shall be found to be void but would be valid if some part thereof were deleted or the period or area of application reduced such term shall apply with modification as may be necessary to make it valid and effective. Failure to enforce these terms and conditions or any one of them shall not be regarded as a waiver of these terms and conditions.
The Contract between Newcode and the Client shall not be assigned by the Client without the express agreement in writing of Newcode.
19. GOVERNING LAW
These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.
For further information contact Newcode on 01942 228 882 or email email@example.com