Standard Project Terms & Conditions

These Standard Terms and Conditions govern website development and related services provided by Limely Limited(“Supplier”). They apply to all services under any Order Form or Purchase Agreement signed by the customer.

1. Interpretation

Key definitions used throughout this agreement:

• Acceptance: Acceptance or deemed acceptance of the Site per clause 4.
• Business Day: Any day on which banks in London are open for business, excluding weekends.
• Charges: Fees outlined in Schedule 2 and Schedule 6 of the Order Form.
• Deliverables: All materials produced for the Customer as part of the project.
• Effective Date: The earlier of the date of signature or the date Limely receives cleared funds.
• Error: A material failure of Deliverables to conform to the Specification.
• Intellectual Property Rights: All IP rights including copyright, trademarks, database rights, and source code.
• Materials: Content and assets provided by the Customer for incorporation into the Site.
• Site: The website at the URL specified in the Order Form.
• Specification: The agreed site specification annexed to the agreement.

2. Scope of the project

The Supplier provides the services outlined in the Order Form, including design, development, and delivery of the website according to agreed phases. Where applicable, ongoing hosting services are also included.

3. Customer responsibilities

The Supplier’s ability to deliver depends on the Customer’s full, timely cooperation and the accuracy of the Specification. The Customer shall:

• Provide access to all information, data, and documentation reasonably required.
• Instruct and manage any design agency appointed to work alongside the Supplier.

The Customer is responsible for the accuracy and completeness of all Materials provided.

4. Development and acceptance

After completing design and development, the Supplier runs Acceptance Tests to verify that the Site materially conforms to the Specification. The Supplier notifies the Customer in writing with test results.

Acceptance is deemed to have occurred if:

• The Customer uses the Site for revenue purposes or marketing presentations.
• The Customer unreasonably delays Acceptance Tests for seven or more working days.
• The Customer does not raise material objections within seven Business Days of completion notification. In this case the final invoice becomes immediately due.

Where failures result from the Customer’s own acts or omissions, the Site is deemed to have passed. The Supplier may provide remediation assistance; the Customer pays in full for any additional services required.

5. Third-party products

Third-party products are supplied under the licensor’s standard terms. One-off licence fees are included in the Charges set out in the Order Form.

6. Project management

Each party appoints a project manager with the authority to commit their party to decisions. Project managers use their best endeavours to meet or communicate at least weekly until Acceptance. The Customer is responsible for providing meeting minutes.

7. Charges and payment

Invoices are issued per Schedule 2. Payment is due immediately upon receipt. The final payment is due upon completion of the final development phase, prior to deployment. Acceptance may be deemed even where the Customer delays deployment; the final payment remains due regardless.

Non-payment constitutes a material breach, entitling the Supplier to suspend services, withhold Intellectual Property Rights, and pursue debt recovery.

If the Customer fails to pay, the Supplier may charge interest at 5% per annum above the Barclays Bank PLC base rate, accruing daily and compounded quarterly from the due date, including post-judgment. The Supplier reserves rights under the Late Payment of Commercial Debts (Interest) Act 1998.

Additional invoices may be raised at standard time and materials rates where unanticipated costs arise from Customer Specification changes or instructions that are later countermanded or changed.

8. Warranties

Each party warrants that it has full power and authority to enter into and perform this agreement. The Supplier will perform services with reasonable care and skill, in line with good industry practice and professional standards expected of a specialist digital agency.

All other implied conditions, warranties, or terms are expressly excluded to the fullest extent permitted by law.

9. Limitation of liability

Nothing in this agreement excludes or limits liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Any liability that cannot be excluded under applicable law.

Subject to the above, the Supplier is not liable for software damage, data loss, lost profits, loss of anticipated savings, goodwill, or business opportunity, nor for any indirect or consequential damages, regardless of foreseeability.

The Supplier’s aggregate liability for any calendar year shall not exceed the lesser of 50% of total annual Charges or £50,000.

10. Intellectual property rights

Upon Acceptance and payment of all outstanding sums, the Supplier grants the Customer ownership of all Intellectual Property Rights in the deliverables, without further royalties or fees. Licences for third-party software and stock photography used during the project are transferred to the Customer.

The Customer indemnifies the Supplier against all damages, losses, and expenses arising from claims that Customer-provided Materials infringe any third-party Intellectual Property Rights.

11. Site content

The Customer is responsible for ensuring that all Materials provided do not infringe any laws, regulations, or third-party rights, and do not constitute inappropriate content including obscene, defamatory, threatening, or IP-infringing material.

The Supplier does not monitor or control Visitor-placed content but reserves the right to remove suspected inappropriate content and will notify the Customer if aware of any allegations.

12. Term and termination

The agreement commences on the Effective Date and terminates automatically upon Acceptance and payment of all outstanding sums.

Either party may immediately terminate by written notice if:

• The other party commits a material breach not remedied within 60 days (30 days for Customer payment failures) of written notice.
• The other party becomes insolvent, ceases trading, or has a person appointed to manage its business or assets.

Where the Customer fails to supply materials necessary to complete the Supplier’s obligations within 30 days of written notice, this constitutes a material breach entitling the Supplier to terminate immediately.

13. Change control

Any request to change the scope of services is processed under the Change Control Procedure set out in Schedule 5. Changes must be documented and signed by both parties before they take effect.

14. Force majeure

Neither party is liable for breaches caused directly or indirectly by events beyond their reasonable control, including industrial disputes, governmental action, fire, flood, civil unrest, war, or termination of a third-party licence. Lack of funds is not considered a force majeure event. The affected party must notify the other as soon as possible and take reasonable steps to mitigate the impact.

15. Confidentiality

Each party protects the other’s confidential information using at least the same level of care applied to its own confidential information. Confidential information may be disclosed to employees and professional advisers who are bound by equivalent confidentiality obligations.

Confidentiality obligations do not apply to information that is publicly known other than through breach, was already in the receiving party’s possession, or is required to be disclosed by a regulatory or governmental body. These obligations continue after the agreement expires or is terminated.

16. Notices

Notices must be in English and sent to the address or email specified in the agreement. Notices are deemed received at the time of personal delivery, at email transmission, 48 hours after first-class post, or five days after registered airmail. Notices received outside business hours (9:00am to 5:30pm, Monday to Friday, excluding public holidays) take effect when business next opens.

17. Publicity

All media releases, public announcements, and marketing disclosures relating to the agreement or its subject matter must be agreed and jointly approved by both parties before release.

18. Assignment

The Customer may not assign or transfer any rights or obligations under this agreement without the prior written consent of the Supplier.

19. Entire agreement

This agreement constitutes the entire agreement between the parties regarding its subject matter. It supersedes all prior agreements, understandings, and arrangements, whether oral or written. No representations from pre-agreement negotiations are implied unless expressly stated.

20. Non-solicitation

Neither party shall, during the agreement or for six months after its termination, solicit or entice away any employee of the other party who has worked on the project. This obligation continues after the agreement expires or is terminated.

21. Variation and waiver

Any variation to this agreement must be in writing and signed by both parties. Waivers are only effective if given in writing and apply only to the specific circumstances addressed. No waiver is implied by any action or inaction.

22. Severance

If any provision of this agreement is found to be invalid, unenforceable, or illegal, the remaining provisions continue in full force. Where a provision would be valid if modified, it applies with the modifications necessary to reflect the parties’ commercial intent.

23. Governing law and jurisdiction

This agreement and any disputes or claims arising from it (including non-contractual claims) are governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England have exclusive jurisdiction over any such disputes.

Contact

For any queries regarding these terms, contact us at [email protected] or call 01244 911 366. Limely Ltd, 10 St. John Street, Chester, Cheshire, CH1 1DA. Company number: 08730008.