1. Outline of Contract
1.1 These Terms of Business are agreed between the Parties for the provision of services by Raise Dot Digital Limited to client relating to the development, construction, or manipulation of a software solution(s) or sub- elements of a software solution(s); or to any service or servicing element provided for an existing software solution.
1.2 These Terms, the Project Proposal and/or Scope of Work shall be incorporated into this contract.
1.3 Any initial project payment made to Raise Dot Digital Limited shall be construed as acceptance in full of these terms and conditions.
2.1 The client will pay the Fees as set out in the Project Proposal.
2.2 Payment of 50% of the project quotation is required before project commencement. The balance of 50% is due upon project delivery, or as otherwise outlined in the Project Proposal.
2.3 Certain projects may be subject to periodic payments by the client for a minimum contract period and the client acknowledges that such minimum contract periods are reasonable.
2.4 If the client should at any time fail to make timely payment in full, Raise Dot Digital Limited is entitled to charge interest on the amounts due with an interest rate of 3% per month. Raise Dot Digital Limited is also entitled to disable any other services previously supplied to the client.
2.5 Ownership of all work produced by Raise Dot Digital Limited (and the copyright thereof) whether speculatively or by specific commission shall remain the property of the Raise Dot Digital Limited, until such time as full payment is received. After full payment has been received the ownership of any work developed specifically for that software solution will become the property of the client. This excludes any third party applications, server software, content that has been pre-developed by the company or any other licensed material used within the solution.
3. Client Undertakings and Warranties
3.1 The client will provide to Raise Dot Digital Limited all information required to complete the project including content, materials, format and access.
3.2 The client warrants that he either owns all copyright and other proprietary rights in the software content or materials provided to Raise Dot Digital Limited or undertakes to ensure that he has the benefit of all appropriate consents where required for such content and materials to be incorporated into the project by Raise Dot Digital Limited.
3.3 The client confirms that the content and materials supplied by the client to Raise Dot Digital Limited for the provision of the project do not breach any applicable law or regulation.
3.4 The client undertakes that whilst Raise Dot Digital Limited is providing the project services he will comply with all relevant legal requirements and shall obtain and maintain any required registrations or certifications for the proper operation of his solution.
4. Termination for a cause
4.1 This contract may be terminated on written notice by either party to the other in the event that:
4.1.1 a persistent or material breach of this contract committed by either party remains unremedied for a period of 30 days from written notice given of such a breach and the remedy required by the party specifying the breach;
4.1.2 either party is unable to pay or has no reasonable prospects of paying their debts the amount of which equals or exceeds the bankruptcy level within the meaning of the Insolvency Act 1986;
4.1.3 either party being a company becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction), or has a receiver appointed to administer any of its property or assets, or ceases or threatens to cease to carry on business, or makes any voluntary contract or enters into a compromise for the benefit of its creditors;
4.1.4 If, in Raise Dot Digital Limited’s sole opinion, the client is using the website services in a way likely to damage or bring Raise Dot Digital Limited into disrepute and the client does not immediately cease such use upon Raise Dot Digital Limited giving written notice to this effect.
4.2 On the termination of this contract the client shall only be entitled to retain the benefit of any website services already paid for and shall return to Raise Dot Digital Limited any test examples or materials not already paid for and the client shall not retain any copies of the returned website materials or parts thereof.
5.1 Should the client cancel any project after the Order has been placed by the client, then:
5.1.1 Where the project is not subject to any minimum contract period, Raise Dot Digital Limited shall be permitted to retain any payments made by the client prior to cancellation and shall be entitled to recover from the client a cancellation charge of 100% of all completed work; or
5.1.2 Where the project is subject to a minimum contract period, the client shall pay the sum equivalent to the balance of the total fees payable for the minimum contract period before this contract may be treated as cancelled.
6. Intellectual Property Rights (“IPRs”)
6.1 All IPRs in any content or materials provided by the client to Raise Dot Digital Limited, which are reproduced in the course of providing the project, shall belong to the client.
6.2 The client grants to Raise Dot Digital Limited a non-exclusive, revocable, royalty-free licence to use and reproduce and publish as necessary, its name, logos, trademarks or devices for the purposes of providing the project.
6.3 The client undertakes not to materially alter or diminish the design and function of the project solution without the prior written consent of Raise Dot Digital Limited.
7. Limitation of Liability and Indemnity
7.1 Raise Dot Digital Limited shall not be liable to the client under this contract, pre-contract or by way of other representations (other than fraudulent misrepresentations).
7.2 Subject to the Term 7.1, Raise Dot Digital Limited’s liability to the client under any indemnity provided in this contract shall be limited to the amount actually paid by the client in respect of the particular project of which it is claimed there is a breach by Raise Dot Digital Limited.
7.3 The client agrees to indemnify Raise Dot Digital Limited against any claims, damages, losses, costs and expenses which Raise Dot Digital Limited may sustain or incur in relation to any claim by a third party that the content and materials which the client has provided to Raise Dot Digital Limited constitutes a breach of any applicable law or regulation. The client acknowledges that it is his responsibility to ensure that the software solution in connection with which the project is provided does not infringe the laws including the IPRs of any person of any jurisdiction within which it is actively promoted.
8. Force Majeure
8.1 Neither party shall be liable for delay or failure to perform any obligation under this contract if the delay or failure is caused by any circumstances beyond its reasonable control. If such delay or failure continues for a period of over ten days on the clients side, Raise Dot Digital Limited will be entitled to invoice for all completed studio and development time.
9.1 Failure by either party to enforce any rights under this contract is not to be taken to be a waiver of those
rights unless the waiver is acknowledged in writing.
9.2 This contract and these terms shall be read and construed independently of each other. Should any part of this contract or these terms be found invalid it shall not affect the remainder of the contract and terms.
9.3 No modification of any of these terms or this contract shall be binding on the parties unless made in writing and signed by the signatories to this contract or their duly authorised representatives.
9.4 This contract sets out the entire contract and understanding of the parties and is in substitution of any previous written or oral contracts between the parties.
10.1 This contract shall be interpreted, construed and enforced in accordance with English Law.
11. Credits and Publicity
11.1 The completed project software produced for the client may contain a link from it to either Raise Dot Digital Limited’s homepage or some other suitable frame of reference for promotion of Raise Dot Digital Limited.
11.2 Subject to confidentiality provisions above, each party shall be permitted to refer to their working relationship with the other party for press and publicity purposes after receiving the written approval of that other party regarding the content of any such material.
12. Data Protection and Confidentiality
12.1 All data provided to Raise Dot Digital Limited for the purposes of completing the project will be held securely in accordance with The Data Protection Act of 1998.
12.2 No data provided will be used for any other project or supplied to any third party without written consent of the client.
12.3 Data provided will be disposed of at such a time that it is no longer required by Raise Dot Digital Limited.
13. Project Milestones and Release
13.1 The client may only use or publish the completed project software once full payment of the fees set out in the Project Proposal has been made to the Raise Dot Digital Limited.
14. Links and Functioning of Software
14.1 Raise Dot Digital Limited gives no warranty in relation to the technical performance or commercial worth of a link to the client’s software from any other website. Raise Dot Digital Limited does not accept responsibility for the content of any third party website from which the there may be a link to the client software.
14.2 Raise Dot Digital Limited gives no warranty in relation to the functioning of third party or client provided software.
15. Domains, Web and Email Hosting
15.1 Domain names registered by Raise Dot Digital Limited are renewed at a cost of £20 for .co.uk and £40 for .com domains (per year).
15.2 Website Hosting provided by Raise Dot Digital Limited is renewed annually at a cost of £200 and upwards depending on the hosting package and server.
15.3 Domain and Web Hosting fees must be paid by receipt of invoice. All Domains and Hosting Invoices that are not settled within 5 working days can be temporarily suspended.
15.4 Raise Dot Digital Limited provide email hosting, we provide clients with account setup details and all relevant settings for the client to use the email account(s). Raise Dot Digital Limited do not provide email setup support other than providing details, unless stated in a signed pre launch support and maintenance contract. Raise Dot Digital Limited do not host individual emails without web space/websites on our server, email hosting is a service provided for website hosting clients.