Terms & Conditions
The following Terms and Conditions (these “Terms”) create a binding legal agreement between you (“Client” or “You” or “Your”) and RYS Web Solutions Limited (“RYS” or “We” or “Us” or “Our”)
The Terms are agreed between Client and RYS (singularly a “Party”, collectively “Parties”) for the development of a website (the “Website”), a logo (the “Logo”), a video (the “Video”), a copywrite content (the “Copywrite Content”), singularly or collectively termed as a project (the “Project”).
The Project will be developed in accordance with the specification agreed in writing between the Parties (the “Project Specifications”).
Once the Project Specifications are agreed upon in the form of a document (the “Agreement”) the Project shall be developed by RYS for the Client.
1. The Project
1.1 In consideration of the Client paying RYS the relevant Fees (as set out in the Project Specification), RYS shall:
(a) develop the Project in accordance with the procedure set out in the Project Specification on behalf of the Client; and
(b) where agreed between the Parties, provide the Services to the Client.
1.2 The Project Specification can be found earlier in the Agreement.
1.3 Any amendments or variations to the Project Specification must be made in writing and agreed between the Parties. Where any changes to the Project Specification would result in additional expense to RYS over and above the Fees, RYS shall be entitled to charge the Client for the additional expenses at its standard rates from time to time.
2. Delivery and Acceptance
2.1 Upon completion of the Project, the Client shall make full payment of the Fees to RYS upon which RYS shall deliver the completed Project to the Client.
2.2 If the Client requires the completed Website to be loaded onto an external Server, the Client is responsible for ensuring that the intended Server or disk space is properly configured. RYS will not load the completed Project onto a publicly available Server or disk space on such a Server until the Client has complied with the condition laid out in clause 10.1 below.
2.3 Once RYS has delivered the Website to the Client, the Client shall have a period of 10 working days (the “Test Period”) to test the Website to ensure it conforms to the Project Specification (the “Test”). Acceptance of the Website may only be withheld by the Client if it can demonstrate that the Website does not conform materially to the Project Specification. Upon completion of the Test, the Client shall confirm in writing to RYS that the Project is complete (the “Project Release”).
2.4 Acceptance of the Website shall be deemed to have taken place upon the occurrence of any of the following events:
(a) the expiry of the Test Period and the Client has not raised with RYS any material differences between the Website and the Project Specification; or
(b) the Client uses any part of the Website other than for Test purposes.
2.5 Upon receipt of the Project Release or deemed acceptance, RYS shall have no further obligations to undertake any work in relation to the Project. The Client may however request that RYS undertake further work relating directly or indirectly to the Project. If it agrees to undertake such work, RYS reserves the right to charge the Client for any additional work carried out at its standard rates from time to time.
3. Delivery of Content, Materials and Feedback
3.1 The Client undertakes to deliver to RYS all content, data, images and other information and all trade marks, trade names, logos and other branding of the Client (the “Client Content”) required for the Project.
3.2 The Client acknowledges that RYS’s ability to complete the Project is dependent upon the full and timely co-operation of the Client and the Client undertakes to notify RYS promptly in writing of any delays in delivering the Client Content. Where the Client has notified RYS of any delay, the Client will provide RYS with a revised timetable for supplying such Client Content.
3.3 RYS will not be responsible for any delays, missed milestones (where specified in the Project) or additional expenses incurred due to the late delivery or non-delivery of the Client Content where required by RYS for the Project.
4. Fees and Payment
4.1 The Client will pay the Project fees (the “Fees”) set out in the Project Specification to RYS.
4.2 Notwithstanding any specific payment milestones set out in the Project Specification, the Fees shall by payable by the Client in the following instalments:
(a) 40% of the Fees to be paid no later than 5 days before commencement of the Project by RYS;
(b) 30% of the Fees to be paid before the commencement of the ‘Build’ phase of the project; and
(c) the outstanding balance of the Fees to be paid no later than 10 days after the expiry of the Test Period.
4.3 All Fees payable are exclusive of VAT and, where appropriate, VAT may be added at the rate for the time being applicable.
4.4 The Client shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
4.5 Without prejudice to any other right or remedy that RYS may have, if the Client fails to pay the Fees on the due date, RYS may, at its option:
(a) claim interest at its discretion on any unpaid amounts under the Late Payment of Commercial Debts (Interest) Act 1998;
(b) suspend the Project until payment has been made in full;
(c) where RYS is providing Hosting Services, disable the Website until payment has been made in full; or
(d) terminate the Agreement immediately upon notice.
4.6 All invoices are sent to the Client via email to the Client’s specified email address. The Client will notify RYS of any changes to the invoicing address.
4.7 RYS will return the Deposit to the Client, if the project does not go ahead on account of RYS.
5. Intellectual Property Rights
5.1 The Client grants to RYS a non-exclusive, revocable, royalty-free licence to use and reproduce the Client Content solely for the purpose of performing its obligations under the Agreement.
5.2 The Project (including all content and resulting code) will be fully transferrable to the Client on completion of the project. The software and coding produced by RYS (the “RYS Content”) in respect of the Project (excluding any Client Content) may be reused by RYS on a royalty-free and irrevocable basis.
5.3 The Client undertakes not to access, modify, alter all or part of RYS Content with a view to creating a separate website or licensing the Website to a third party or diminish the design and function of the Website, without the prior written consent of RYS.
5.4 RYS can register and renew domain names on behalf of and as requested by the Client. Fees and expenses incurred in registration and/or renewal will be included as part of the Fees. On payment of the Fees and delivery of the Project Release by the Client, RYS undertakes to transfer all registration details for the Website, including but not limited to technical and administrative details, to the Client.
6.1 Each Party warrants that it has full power and authority to enter into and perform this Agreement.
6.2 RYS warrants that it will perform its obligations under this Agreement with reasonable skill, care and diligence and that the Client’s use of RYS Content will not infringe any third party intellectual property rights.
6.3 The Client warrants that it, or its licensors, is the owner of any intellectual property rights in the Client Content and that the Client has authority to use the Client Content in relation to the Project and that RYS’s use of the Client Content in accordance with this Agreement will not infringe any third party intellectual property rights.
6.4 The Client confirms that to the best of their knowledge and belief the Client Content does not contain anything which may reasonably be considered blasphemous, defamatory or obscene and does not breach any applicable law or regulation.
6.5 Save as expressly provided in this Agreement, all warranties, conditions, or other terms implied by statute, common law or otherwise are excluded.
7. Indemnities and Limitation of Liability
7.1 Nothing in this Agreement shall exclude or restrict the liability of either Party to the other Party for death or personal injury resulting from negligence or for liability for fraudulent misrepresentation or for any other liability which cannot be excluded by applicable law.
7.2 Subject to clause 7.1 and 7.4, neither Party shall be liable, whether in contract, tort (including negligence), statutory duty or otherwise, under or in connection with this Agreement for any loss of revenue, loss of actual or anticipated profits, loss of business, loss of operating time or loss of use, loss of opportunity, loss of reputation, loss of, damage to or corruption of data or any indirect or consequential loss or damage howsoever caused.
7.3 Notwithstanding clause 7.2 above, RYS shall have no liability for any loss or damage caused to the Client due to:
(a) any network failure and/or inability on the part of the Client to access the Website due to a problem with the Internet and/or any telecommunications network;
(b) any viruses, worms, Trojan horses or other similar devices.
7.4 The Client shall indemnify and keep RYS fully indemnified against any and all third party claims of infringement of intellectual property rights affecting the Client Content or the Hosting Services.
7.5 The aggregate liability of RYS under this Agreement shall in no event exceed the Fees paid in the preceding twelve month period.
7.6 Notwithstanding clause 7.5 above, the total aggregate liability of RYS under this Agreement shall in no event exceed the fees paid under this Agreement.
7.7 The Client acknowledges that it is for the Client to ensure that the Website does not infringe the laws of any jurisdiction within which it is actively promoted.
8.1 If the Client is not taking services from RYS, this Agreement will terminate automatically upon delivery of the Project Release to RYS, unless otherwise extended by the Parties in writing. Otherwise, this Agreement shall continue unless or until terminated by either Party in accordance with the terms of this Agreement.
8.2 Notwithstanding clause 8.1 above, either Party may terminate the Agreement immediately in the event that the other Party:
(a) commits a material or persistent breach of its obligations under this Agreement which is incapable of remedy (and non-payment shall be deemed a material breach);
(b) fails to remedy a breach of any of its obligations under this Agreement, where it is capable of remedy, or persists in any breach of any of its obligations under this Agreement after having been required in writing to remedy or desist from such breach within a period of 30 days;
(c) is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) makes or proposes any voluntary agreement or enters into a compromise for the benefit of its creditors;
(e) being a company, becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction);
(f) has a receiver appointed to administer any of its property or assets
(g) ceases or threatens to cease to carry on business; or
(h) has failed to meet expectations. In this case the client will pay RYS for all work completed at the hourly rate of RYS. RYS will then pass all material developed under the project to the client.
8.3 On the termination of the Agreement other than under clause 8.1 above, the Client undertakes to return promptly any test examples of the Project and any document, manuals or other printed materials which have been delivered to the Client by RYS and to return or destroy any copies thereof (as requested by RYS).
8.4 Any termination of the Agreement shall be without prejudice to any rights accrued in favour of either Party and will not affect those provisions of the Agreement which are by their construction intended to survive such termination.
9.1 Each Party undertakes that it shall not at any time during this Agreement, and for a period of 2 years after completion of the Project, disclose to any person any confidential information concerning the business, affairs, trade secrets, technical, commercial, financial, operational, marketing or promotional information or data of either Party or the terms of this Agreement, except as may be required by law, court order or any governmental or regulatory authority.
9.2 The provisions of clause 9.1 shall not apply to confidential information received by a Party which: (i) that Party can prove was know before receipt; (ii) is in or enters the public domain through no wrongful default by or on behalf of that Party; or (ii) was received from a third party without obligations of confidence owned directly or indirectly to that party.
9.3 Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under this Agreement.
10.1 Upon acceptance of the Website by the Client, the Client shall procure and maintain a hyperlink from the Website homepage to RYS’s homepage in the form, “Website developed by Rock Your Site” or similar agreed form.
10.2 Neither Party shall be permitted to refer to their working relationship or discuss the Project in any press or publicity, without first obtaining the approval of the other Party to the content of the disclosure.
11.1 Any notice given by either Party must be in writing and must be delivered personally or sent by email or prepaid registered post or facsimile transmission to the email address or postal address or fax number provided by that Party.
11.2 Notices shall be treated as received, if delivered by hand, when delivered, if sent by email or fax, when sent, and if sent by registered post, 48 hours after confirmation of delivery.
11.3 All other commercial communications relating to the Project between the Parties (other than stipulated notices under this Agreement) may be sent by email and will be deemed to have been received when sent.
12.1 Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party.
13. Force Majeure
13.1 Neither Party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of God, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 90 days, the Party not subject to the force majeure shall be entitled to terminate the Agreement by notice in writing to the other.
14. Joint Venture or Partnership
14.1 Nothing in the Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the Parties and neither Party shall have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party.
15.1 The Client undertakes for the duration of this Agreement and for a period of six months after its termination not to directly or indirectly solicit or induce any of RYS’s employees to leave the employment of RYS whether to work on a freelance or consultancy basis or to be directly employed by the Client.
16.1 Failure or delay by either Party to enforce any right or remedy under the Agreement shall not to be taken as or deemed to be a waiver of that right or remedy, unless the waiving party acknowledges the waiver in writing. Waiver of a breach of any term of this Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term.
16.2 If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction (or in any other jurisdiction) of any other provision of this Agreement.
16.3 No addition to or modification of any clause in the Agreement shall be binding on the Parties unless made by in writing and signed by both Parties.
16.4 This Agreement constitutes the entire agreement and understanding of the Parties in respect of the subject matter of this agreement, and supersedes and extinguishes any prior agreements, undertakings, promises or conditions between the Parties relating to the subject matter. Each party acknowledges to the other that it has not been induced to enter into this Agreement nor has it relied upon any representation, promise, assurance, warranty or undertaking not contained in this Agreement.
16.5 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of this Agreement.
17.1 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual claims or disputes) shall be interpreted construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.