Agreement Terms of Business TC/010 026
Effective from 12/04/2016
Introduction & Appointment
This Agreement is entered into on the date and is between White Hat Web Marketing Ltd of The White House, 89 Station Road, Sidcup, Kent DA15 7DN, United Kingdom hereafter to be known as WH LTD, and
Company / Business Name
Reg Office if limited & Registration Number
Type of business Status PLC – Ltd Co – Partnership – Sole trader – Charity – Club/Association [Delete]
VAT # Name for invoicing purposes
Contact Name Tel
Address if Different
Hereafter to be known as the CLIENT.
The Client Agrees to appoint WH Ltd to act on my behalf and to have access to my website/s on company website/s in accordance with this agreement, and to permit WH Ltd to make alterations to the said website/s. We also agree to review advice provided by WH Ltd for web marketing method as provided by WH Ltd to help promote the website/s. I [The Client] agree to be bound by these terms and agree to pay WH Ltd for said works in accordance with invoicing terms as offered by WH LTD.
Any proposed amendments or changes to these terms must be noted here and WH Ltd reserve the right to accept or reject any such amendments or changes
The following terms are used as defined below throughout this Agreement:
WH LTD agrees to:
Any deviation from the agreed brief may incur additional costs and render the contract to be reviewed in terms of cost and altered time line.
CLIENT agrees to:
Limitation of liability
Ownership of intellectual property
10.1 Each party shall retain the intellectual property rights in and to all materials and content which, as at the commencement date of this Agreement, vest in that party. 10.2 Subject to Clauses 10.1 and
10.3, any and all content and materials and associated intellectual property rights created or produced pursuant to this Agreement by WH LTD shall be assigned by the WH LTD to the CLIENT once the CLIENT has paid to the WH LTD all sums due and payable by the CLIENT to the WH LTD under or in connection with this Agreement and shall, once transferred, be the property of the CLIENT. Such content and materials include but are not necessarily limited to: web design, graphical images, textual content and any other materials created pursuant to this Agreement. Upon receipt of full and final payment by WH LTD from CLIENT, CLIENT shall assume full title and ownership of and all rights and responsibilities for all content and materials produced by WH LTD pursuant to this Agreement. Until such time as payment in full is made by the CLIENT to WH LTD, title in and ownership of all work performed pursuant to this Agreement shall vest in the WH LTD.
10.3 Without prejudice to the provisions of Clause 10.1, the parties agree that title in and ownership of all object and source code (together the “CODE”) in the back office and financial transactional elements and functionality of the WEB SITE shall vest in the WH LTD and/or its licensors. The WH LTD and its authorised designees shall have sole access to the CODE and the CLIENT shall not be entitled to access the CODE without the express prior written consent of the WH LTD, except where expressly required under and in accordance with applicable law. The WH LTD shall license the use of the CODE, and shall in respect of any third party code comprised in the 4 CODE, take reasonable steps to ensure that the use of that third party code is licensed, to the CLIENT on a limited, royalty free, worldwide basis for the sole purposes of the CLIENT being able to use the WEB SITE and to give effect to its rights under this Agreement, and the CLIENT undertakes to the WH LTD that it shall: (a) Only use the CODE in respect of a single website of connected documents hosted on a single server; and (b) not distribute, modify, access, sub-license or otherwise deal with the CODE without the express prior written consent of the WH LTD
10.4 The WH LTD represents that it is either the sole author or valid licensee of the intellectual property rights in the works and materials created for the CLIENT pursuant to this Agreement and that it is able to comply with its obligations set out in this Clause 10. To the extent that the WH LTD assigns any intellectual property rights to the CLIENT under this Clause 10 the WH LTD waives absolutely any and all moral rights arising under Chapter 4 of the Copyright, Designs and Patents Act 1988 and, so far as is legally possible, any broadly equivalent rights the WH LTD (or its representatives) may have in any territory of the world in respect of those intellectual property rights.
In the event CLIENT discloses information to WH LTD that CLIENT considers being confidential or proprietary and so notifies WH LTD, WH LTD agrees to hold such proprietary information in confidence and to treat the proprietary information with at least the same degree of care and safeguards that WH LTD takes with it’s own proprietary information. Proprietary information shall be used by WH LTD only in connection with services rendered under this Agreement. Proprietary information shall not be deemed to include information that (a) is in or becomes in the public domain without violation of this Agreement by WH LTD, or (b) is already in the possession of WH LTD, as evidenced by written documents, prior to the disclosure thereof by CLIENT, or c) is rightfully received from a third entity having no obligation to CLIENT and without violation of this Agreement by WH LTD.
Late Payment Penalties
10 WH Ltd reserves the right to sell on bad debts or seek redress via the courts and CCJ
Cancellations and termination
Acceptance of terms and conditions
This agreement represents the complete agreement between WH LTD and CLIENT in conjunction with the quotation and specification, brief if supplied, and supersedes any other written or oral agreement. The terms of this agreement may only be changed in writing and any changes must be signed by both WH LTD and CLIENT to be effective. Requesting work for development under the terms of this contract with WH LTD will be regarded as an acceptance of all the above terms and conditions. Unless otherwise terminated as provided herein, this Agreement shall continue in force until the services provided for in this agreement have been fully and completely performed. This Agreement is subject to the laws of England and Wales and the parties to this Agreement agree to any court hearing to be heard in the borough of London.