Terms and Conditions
Any point within these Terms & Conditions may be amended by either party by agreement in writing.
These terms and conditions represent an agreement between UKWebCo.com Limited of: Trident Business Centre, Bickersteth Road, London, SW17 9SH, United Kingdom and the Client. This agreement can either be signed or takes implicit affect on receipt of a deposit payment from the client where the project proposal refers to these terms and conditions.
WHEREAS:
(1) UKWebCo.com provides programming and technical services for the design and development of websites on the World Wide Web.
(2) The Client wishes to engage UKWebCo.com to perform programming and related technical services, including design, development, creation, testing and delivery of the Client's new website (the "Web Site") and certain other services as described herein.
IT IS AGREED as follows:
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day” means any day other than Saturday or Sunday that is not a bank or public holiday, between the hours of 9am and 5:30pm;
“Commencement Date” means the date of receipt of deposit payment
“Confidential Information” means all business, technical, financial or other information created or exchanged between the Parties in the course of the Project including the existence of the Project;
“Deposit Payment” means a payment by way of deposit defined in Clause 4.1;
“Project” means, collectively, the work to be carried out by UKWebCo.com for the Client as set out in the Project Proposal;
“Project Fees” means the price for the Project as agreed by the Parties as set out in the Project Proposal;
“Project Milestone” means one of multiple phases that the Project has been divided up into as set out in the Project Proposal;
“Project Proposal” means a document setting out in detail the work which the Client requires UKWebCo.com to perform as referenced in Clause 2 of this Agreement, and
“Site Materials” means all components of the Web Site as supplied by the Client to UKWebCo.com for the purpose of developing and creating the Web Site, and as created or otherwise sourced by UKWebCo.com in the course of developing and creating the Web Site. This includes, but is not limited to, source code, text, graphics, images and animations.
1.2 Unless the context otherwise requires, each reference in this Agreement to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “this Agreement” is a reference to this Agreement and the Project Proposal document;
1.2.4 a Clause or paragraph is a reference to a Clause of this Agreement.
1.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
1.6 Where the context admits: "We" & "Us" includes UKWebCo.com Limited (UKWebCo.com) of: Trident Business Centre, Bickersteth Road, London, SW17 9SH, United Kingdom or any party acting on UKWebCo.com's implicit instructions.
2. Project Proposal
2.1 The Parties have prepared and agreed upon a detailed Project Proposal for the Website.
2.2 The Project Proposal sets out in full the work that is required by the Client. The Proposal includes (but is not necessarily limited to) details of the following:
2.2.1 the nature of the Client’s business and the purpose of the Web Site;
2.2.2 the type of work required.
2.2.3 the proposed URL of the Web Site;
2.2.4 the Site Materials (where relevant) that the Client will supply to UKWebCo.com for use in the Project along with details of when and where those materials are to be used;
2.2.5 drafts of code, text and / or visual layouts (where available) that reflect the work required by the Client; and
2.2.6 the estimated time frame for the Project
2.3 Either Party may request or propose amendments to the Project Proposal. Any proposed amendments must be made in writing. If either Party wishes to discuss such issues at a meeting that Party shall provide at least 5 Business Days’ notice to the other Party of the meeting.
2.3.1 If the Client decides to vary any details of the Project Proposal they must notify UKWebCo.com in writing as soon as possible. UKWebCo.com shall endeavour to make any required changes and any additional costs thereby incurred shall be agreed with and then invoiced to the Client.
2.4 UKWebCo.com shall use its best and reasonable endeavours to adhere to all provisions in the Project Proposal. Where such requirements cannot reasonably be accommodated, UKWebCo.com reserves the right to amend the Project Proposal in accordance with sub-Clause 2.3 above.
2.5 Any typographical, clerical or other accidental errors or omissions in any sales literature, proposal, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of UKWebCo.com.
3. Time
The Parties hereby agree that the time frame described in the proposal is an estimate and that the Parties have not agreed upon a completion time in the Project Proposal. UKWebCo.com shall not be responsible for any Project over-runs, irrespective of the cause.
4. Fees, Payment and Expenses
4.1 The Client shall make a non-refundable Deposit Payment amounting to 50% of the Project Fee by way of deposit prior to the commencement of the Project. No work shall begin until the Deposit Payment is received in full by UKWebCo.com.
4.2 The remaining balance of the agreed Project Fees shall be divided into a series of Milestone Payments, each falling due on the successful completion, delivery and acceptance of the relevant Project Milestone in accordance with the Project Proposal. Each of these payments will be non-refundable once paid.
4.3 The Client shall make any and all payments against invoices issued by UKWebCo.com for the relevant amounts.
4.4 The Client shall cover the following expenses:
4.4.1 those incurred by UKWebCo.com that may result from addressing any amendments to the Project Proposal made under sub-Clauses 2.3 or 2.4 of this Agreement; and
4.5 The Client reserves the right to query any expenses detailed in sub-Clause 4.4 above and such expenses shall not be incurred without the prior written consent of the Client.
4.6 In the event that UKWebCo.com faces additional expenses related to the Project that are outside the scope of those detailed in sub-Clause 4.4 above, such expenses shall not be incurred without the prior written consent of the Client.
4.7 Any and all amounts invoiced under this Agreement shall be inclusive of any value added tax.
5. Late Payment
If the Client fails to make any payment due to UKWebCo.com under Clause 4 of this Agreement on the due date then, without prejudice to any other right or remedy available to UKWebCo.com, UKWebCo.com shall be entitled to:
5.1 terminate this Agreement by giving written notice to the Client provided that the Client fails to make the due payment within 10 Business Days after receiving written notice from UKWebCo.com giving full particulars of the payment due and requiring such payment to be made within 10 Business Days;
5.2 charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of 6% per cent per annum above the Bank of England base rate until payment in full is made (a part of a week or month being treated as a full week or month for the purpose of calculating interest); and
5.3 suspend the Project, resuming upon receipt of cleared funds amounting to all amounts due by UKWebCo.com. UKWebCo.com shall not be liable for any Project delays occasioned by the Client’s failure to make required payments on time.
6. Ownership of Site Materials
6.1 UKWebCo.com shall retain legal [and beneficial] ownership of all Site Materials created by them under this Agreement until all charges are paid in full by the Client. Upon receipt by UKWebCo.com of all sums due and of a Final Project Acceptance form completed by the Client in accordance with Clause 13 of this Agreement, legal [and beneficial] ownership shall be immediately assigned to the Client.
6.2 The Client shall retain ownership of all Site Materials owned by them prior to entering into this Agreement. No property shall be assigned to UKWebCo.com by the Client at any time.
7. Intellectual Property
7.1 All Site Materials provided by the Client and the copyright, design rights and trademarks therein shall remain the property of the Client. UKWebCo.com shall use such Site Materials under licence for the sole purpose of completing the Project.
7.2 The Client warrants that they have obtained all relevant permissions and rights for the use of any Site Material that they provide that are owned by, or were otherwise created by, a third party.
7.3 UKWebCo.com shall bear no responsibility for ensuring that Site Materials supplied by the Client carry with them the appropriate third party permissions for use and reproduction.
7.4 UKWebCo.com shall retain ownership of the copyright subsisting in any and all Site Materials created by them under this Agreement until all charges are paid in full by the Client. Upon receipt by UKWebCo.com of all sums due and of a Final Project Acceptance form completed by the Client in accordance with Clause 13 of this Agreement, all relevant copyright shall be immediately assigned to the Client.
7.5 Except as expressly set out in this Clause 7, this Agreement does not transfer or grant to UKWebCo.com any right, title or interest in any intellectual property rights belonging to the Client.
7.6 All data stored in an online database is the property of the client along with any rights and responsibilities associated with this, including, but not limited to, the Client’s responsibilities and duties in relation to the Data Protection Act.
8. Site Materials Delivery
8.1 The Project does not include the population of site content unless specified otherwise in the Project Proposal or otherwise agreed in writing by the Parties. Site content includes but is not limited to images, data tables, text or any other content that can be add through the sites content management system. UKWebCo.com will populate agreed content in the areas of the site that are not editable via the sites content management system.
8.2 Unless it is specified otherwise in the Project Proposal or otherwise agreed in writing by the Parties, all text shall be provided by the Client in electronic format and all photographs and other graphics shall be in electronic format. UKWebCo.com shall not be responsible for poor quality images where the poor quality is a direct result of the supply of poor quality originals from the Client.
8.3 The Client shall make all required Site Materials and other material available to UKWebCo.com in a timely manner. UKWebCo.com shall not be liable for any delays caused by the Client’s failure to comply with this Sub-Clause.
8.4 UKWebCo.com shall use its best and reasonable endeavours to return to the Client all Site Materials and other material originally supplied by the Client however such return is not guaranteed and UKWebCo.com shall not be liable for any loss or damage to such material. It is the Client’s responsibility to ensure that appropriate backups are made.
8.5 No material submitted by the Client should consist of anything which may, under the laws of England and Wales, be deemed immoral, offensive, obscene or illegal. UKWebCo.com reserves the right to reject such materials and is under a positive obligation to inform the relevant authorities of the Client’s possession of such material.
8.6 The Client is responsible for creating, supplying and checking all content, including images and text.
8.7 Image and photo resizing in relation to dimensions and file size as well as manipulation and optimisation are considered separate requirements and will be charged for separately unless it is specified otherwise in the Project Proposal. The following definitions are applied to our image/photo services:
8.7.1 Image/photo resizing – dimension: If images/photos need to presented as smaller images with the same proportional dimensions we will reduce the physical size of the image/photo. This will not affect the overall quality of the image/photo.
8.7.2 Image/photo resizing – compression: If images/photos need to be reduced in file size we will compress the image/photo to size. This may require us to save the file in a different format. This may have a detrimental effect on the overall quality of the image/photo.
8.7.3 Image/photo manipulation: Can include if specified but is not limited to, cropping, cutting out parts of the image, air brushing, colour manipulation, and tints. This may require us to save the file in a different format.
8.8 The Client shall be responsible for the maintenance, renewal, control and editorial content of the Web Site. UKWebCo.com will not be responsible for reviewing the site content including but not limited to text, graphics, animation, audio and/or digital video components on the Web Site. UKWebCo.com will not be required to upload content or alterations to existing content provided by the Client. The Client shall ensure that the content shall be and remain fully compatible with the Web Site; provided, however, upon request from the Client, and at the Client's sole expense, UKWebCo.com shall make commercially reasonable efforts to assist the Client in resolving any content related compatibility problem.
8.9 The Client shall be solely responsible for the adequacy and accuracy of all Content, information and data provided to UKWebCo.com. The Client shall review the accuracy of all Content, information and data once UKWebCo.com has included the same in the Web Site. The Client shall be solely responsible for the Content and information within the Web Site, and shall be responsible for all changes to the content of the Web Site accordingly. UKWebCo.com shall not be responsible for screening, policing, editing, or monitoring any content, or additional materials added by the Client or any third party to any Deliverable or included services. If notified of allegedly infringing, defamatory, damaging, obscene, illegal or offensive material, UKWebCo.com’ sole obligation will be to inform Client of such allegations.
9. Grant of Licence
The Client hereby grants to UKWebCo.com a non-exclusive licence to use any and all Site Materials provided by the Client for the purposes of completing the Project under the terms of this Agreement. Such use shall be deemed to cover the restricted acts specified in Section 16 of the Copyright Designs and Patents Act 1988 and shall include, but not be limited to:
9.1 editing;
9.2 modification;
9.3 adaptation;
9.4 translation;
9.5 publication;
9.6 reproduction;
9.7 transmission;
9.8 distribution; and
9.9 display.
10. Project Updates
10.1 UKWebCo.com shall provide regular update detailing the progress of the Project, indicating any important matters for the attention of the Client.
10.2 In the event that the Project falls behind schedule in the opinion of either Party, either Party may request a meeting to further discuss the Project including rectifying delays and putting the Project back on schedule.
11. Delivery
11.1 [The] completed [Web Site] OR [Project Milestones] will be delivered to the Client immediately following testing by UKWebCo.com in accordance with sub-Clause 12.2 of this Agreement.
11.2 The Web Site shall be delivered hosted using a 3rd party supplier specified by UKWebCo.com, for the client for no additional charge (unless specified otherwise in the Project Proposal) for 12 months from the final acceptance of the Web Site in accordance with Clause 13 of this Agreement. No guarantees of service can be made by UKWebCo.com on behalf of the host. Bandwidth and storage inline with Project Proposal, exceeding the specified limits will be subject to additional charges. Subsequent annual charges will apply. If the Client wishes the Web Site to be uploaded using File Transfer Protocol (“FTP”) and Secure Shell (“SSH”) with root access, to a hosting server of their choice by UKWebCo.com, the Client shall pay an additional fee as provided by UKWebCo.com on request.
12. Testing
12.1 For the purposes of this Clause 12 “testing” shall be deemed to include (but not necessarily be limited to):
12.1.1 testing the functionality of all code on each individual page of the Web Site;
12.1.2 checking the integrity of all links;
12.1.3 checking animated or other video content for errors;
12.1.4 testing the functionality of all interactive features; and
12.1.5 testing the Web Site on all mainstream web browsers [as specified in the Project Proposal].
12.2 Prior to delivery of the completed [Web Site] OR [Project Milestone] to the Client, UKWebCo.com will test the [relevant sections of the] Web Site thoroughly in accordance with sub-Clause 12.1 of this Agreement, and in accordance with any additional criteria agreed by the Parties in the Project Proposal or otherwise in writing.
12.3 In the event that UKWebCo.com identifies any faults in the [relevant sections of the] Web Site, it shall use its best and reasonable endeavours to correct such faults in a timely manner prior to testing by the Client in accordance with sub-Clause 12.4 below.
12.4 Following the completion of testing by UKWebCo.com and the making of any necessary corrections to the [relevant sections of the] Website, the completed [Web Site] OR [Project Milestone] will be delivered to the Client in accordance with Clause 11 of this Agreement. Upon delivery, the Client shall have a period of 10 Business Days (the “Testing Period”) to test the [relevant sections of the] Web Site in accordance with sub-Clause 12.1 of this Agreement.
12.5 In the event that the Client identifies any faults in the [relevant sections of the] Web Site, it shall inform UKWebCo.com, in detail, of such faults in writing during the Testing Period.
12.6 Following the receipt of details of any faults from the Client, UKWebCo.com shall use its best and reasonable endeavours to correct such faults in a timely manner.
12.7 Any additional work required to correct faults under sub-Clauses 12.3 and 12.6 of this Agreement, shall be completed at no extra cost to the Client save for any reasonable expenses as detailed in sub-Clause 4.4.1 of this Agreement.
12.8 The Client is responsible for checking all content, including images, text, and any pricing. UKWebCo.com has no responsibility for checking site content. The client has full responsibility for uploading content to editable sections of the solution.
12.9 The client is responsible for testing and confirming they are receiving all emails and notifications form the website, including but not limited to enquiries, contact forms, and order confirmations.
13. Acceptance and Release
13.1 Following the completion of the Web Site to the Client’s satisfaction, including the correction of any faults found during testing UKWebCo.com shall provide a Final Project Acceptance form for the Client to complete and return indicating completion and acceptance of the Web Site.
13.2 The Client shall only acquire all rights to use the completed Web Site in full upon UKWebCo.com’s receipt of the completed, signed Final Project Acceptance form.
14. Publicity
14.1 The Client hereby agrees to the placement of a hyperlink to the UKWebCo.com web site in the footer of the Web Site (a “site designed and developed by UKWebCo.com Link”).
14.2 The Client shall retain UKWebCo.com Link on their homepage for a minimum period of 3 years or until the homepage of the Web Site is redesigned by another party, such redesign creating more than a merely insubstantial difference of impression upon an average user, whichever is earlier.
15. UKWebCo.com’s Warranties
15.1 UKWebCo.com hereby represents and warrants to the Client that:
15.1.1 the Web Site will, after completion, delivery and any remedial work required following testing, provide the facilities and functions and otherwise perform as set out in the Project Proposal;
15.1.2 UKWebCo.com has and will continue to have the right to grant all the rights and licences granted herein or that it purports to grant to the Client pursuant to and under the terms of this Agreement;
15.1.3 the Client’s use and operation of the Web Site will not infringe the intellectual property rights of any third party;
15.1.4 no Site Materials created or sourced by UKWebCo.com will contain anything that is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable or that facilitates or promotes violence, terrorism, or any other criminal activity;
15.1.5 the Client will require no software other than that specified in the Project Proposal to operate the Web Site; and
15.1.6 all services provided to the Client by UKWebCo.com shall be provided in a timely and orderly fashion by skilled and experienced personnel acting with all due care and skill in accordance with the best professional standards current in the website design industry.
15.2 In the event that UKWebCo.com receives written notice from the Client of any breach of the warranties set out in sub-Clause 15.1 above, UKWebCo.com shall at its own expense promptly remedy the defect or error in question.
15.3 The client is responsible to continue to test the website to confirm it is working as detailed in sub clause 15.1 and they are receiving, but not limited to, all emails and notifications from the website, including but not limited to enquiries, contact forms, and order confirmations. If the client identifies any issues they should notify UKWebCo.com in writing, UKWebCo.com will respond to this notification as set out in sub-Clause 15.2
15.4 UKWebCo.com shall have no liability or obligation under the warranty in sub-Clause 15.1 unless it has received written notice of the defect or error in question no later than 12 months following the Client’s final acceptance of the Web Site in accordance with Clause 13 of this Agreement.
15.5 UKWebCo.com does not warrant any Deliverable or included services against failure of performance due to failure of computer hardware or communication systems for whatever reason. Except as specifically provided in this Clause, UKWebCo.com hereby disclaims and the Client hereby waives all other warranties, express or implied, with respect to the Deliverables and all services provided hereunder, arising by law or otherwise, including without limitation:
15.5.1 any implied warranty of merchantability, fitness for a particular purpose non-infringement or arising from course of dealing, course of performance or usage of trade; and
15.5.2 any obligation, liability, right, remedy, claim in tort, notwithstanding any fault, negligence, strict liability or product liability of UKWebCo.com (whether active, passive or imputed).
16. Client’s Warranties
16.1 The Client hereby represents and warrants to UKWebCo.com that:
16.1.1 it has the power and authority to enter into and perform its obligations under this Agreement; and
16.1.2 no Site Materials created or sourced by the Client will contain anything that is in any way unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory or otherwise objectionable or that facilitates or promotes violence, terrorism, or any other criminal activity
16.2 In the event that the Client receives written notice from UKWebCo.com of any breach of the warranties set out in sub-Clause 16.1 above, the Client shall at its own expense promptly remedy the defect or error in question.
17. Liability
17.1 Subject to Clause 18 of this Agreement, UKWebCo.com shall not be liable to the Client for any indirect or consequential loss the Client may suffer even if such loss is reasonably foreseeable or if UKWebCo.com has been advised of the possibility of the Client incurring it.
17.2 UKWebCo.com’s entire liability to the Client in respect of any breach of its contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement shall be limited to 25% of the charges paid by you in respect of the Services which are the subject of any such claim. In any event no claim shall be brought unless you have notified us of the claim within one month of it arising.
17.3 Notwithstanding any other provision in this Agreement, UKWebCo.com’s liability to the Client for death or injury resulting from our own negligence or that of our employees, agents or sub-contractors shall not be limited.
17.4 All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded to the extent applicable under UK law.
18. Indemnity
18.1 UKWebCo.com shall indemnify the Client against any and all liability, loss, damage, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by the Client or by a third party whether direct, indirect or consequential arising out of any dispute or contractual, tortious or other claims or proceedings brought by a third party alleging infringement of his intellectual property rights by parts of the Web Site created or supplied by UKWebCo.com provided that:
18.1.1 this indemnity shall not apply to any infringement of a third party’s intellectual property rights arising as a direct result of any alteration or modification of any Site Materials provided by the Client;
18.1.2 in addition to the above indemnity, where an injunction restraining use by the Client of the Web Site or any other content (as delivered by UKWebCo.com) or any part of it is, in the reasonable good faith opinion of the Client’s legal advisers communicated in writing to UKWebCo.com, likely to be granted by the court to the third party, UKWebCo.com shall either:
18.1.2.1 do all acts and things necessary to render those parts of the Web Site or other content created or procured by UKWebCo.com, or the appropriate part of them, non-infringing without affecting any of UKWebCo.com’s other duties and obligations under this Agreement; or
18.1.2.2 obtain a licence from the third party granting the Client the right to continue using the Web Site or other content (as delivered by UKWebCo.com) or the part of them that infringes.
18.1.3 the Client gives written notice to UKWebCo.com of any claim or proceeding as soon as reasonably possible following receipt of it;
18.1.4 the Client makes no admission of liability and gives UKWebCo.com sole authority to defend or settle the claim or proceedings at UKWebCo.com’s cost and expense; and
18.1.5 the Client gives UKWebCo.com all reasonable assistance in connection with any such claims or proceedings at UKWebCo.com’s cost and expense.
18.2 The Client agrees to fully indemnify and hold UKWebCo.com free from any and all claims for intellectual property infringement that may arise out of the Client’s failure to obtain the required permissions and rights for the use of any Site Material provided.
18.3 The Client agrees to fully indemnify UKWebCo.com and shall keep UKWebCo.com indemnified and hold UKWebCo.com harmless from and against any and all breaches by the Client of all items within the entire UKWebCo.com terms and conditions and any claim brought against UKWebCo.com by any third party in connection with or resulting from the provision of the Services by UKWebCo.com to the Client including, but not limited to, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including all reasonable legal costs and expenses) howsoever suffered or incurred by us in consequence of the breach or non-observance of the terms and conditions of this.
19. Notices
19.1 All notices under this Agreement shall be in writing.
19.2 Notices shall be deemed to have been duly given:
19.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient;
19.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated;
19.2.3 on the fifth Business Day following mailing, if mailed first class, postage prepaid; or
19.3 In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other party.
20. Confidentiality
20.1 During the term of this Agreement [and after termination or expiration of this Agreement for any reason for a period of 12 months starting on the date of this agreement the following obligations shall apply to the Party receiving Confidential Information (the “Receiving Party”) from the other Party (the “Disclosing Party”).
20.2 Subject to sub-Clause 20.3, the Receiving Party:
20.2.1 may not use any Confidential Information for any purpose other than the performance of his obligations under this Agreement;
20.2.2 may not disclose any Confidential Information to any person except with the prior written consent of the Disclosing Party; and
20.2.3 shall make every effort to prevent the use or disclosure of the Confidential Information.
20.3 The obligations of confidence referred to in all provisions of this Clause 20 shall not apply to any confidential information that:
20.3.1 is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain prior to its receipt by the Receiving Party;
20.3.2 is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;
20.3.3 is required to be disclosed by any applicable law or regulation; or
20.3.4 is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the Disclosing Party in respect thereof and who imposes no obligations of confidence upon the Receiving Party.
20.4 Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this Clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this Clause in addition to any damages or other remedies to which he may be entitled.
20.5 The obligations of the Parties under all provisions of this Clause shall survive the expiry or the termination of this Agreement for whatever reason.
20.6 Either party may:
20.6.1 disclose any Confidential Information to:
20.6.1.1 any sub-contractor or supplier of that party;
20.6.1.2 any governmental or other authority or regulatory body; or
20.6.1.3 any employee or officer of that party or of any of the aforementioned persons or bodies;
to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to that party first informing the person in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in (ii) above or any employee or officer of any such body) obtaining and submitting to the other party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
20.6.2 use any Confidential Information for any purpose, or disclosure it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that party, provided that in doing so that party does not disclose any part of that Confidential Information which is not public knowledge.
20.7 For the purposes of the Data Protection Act 1998 we confirm that UKWebCo.com Limited of Trident Business Centre, Bickersteth Road, London SW17 9SH (company number 04225755) is registered with the Office of the Information Commissioner.
21. Termination
21.1 Either Party (an “Initiating Party”) may terminate this Agreement with immediate effect by written notice to the other party (the “Breaching Party”) on or at any time after the occurrence of an event specified in sub-Clause 21.2.
21.2 The events referred to in sub-Clause 21.1 are:
21.2.1 the Breaching Party committing a material breach of this Agreement and failing to remedy that breach within 10 Business Days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy the breach;
21.2.2 the Breaching Party passing a resolution for winding up, a court of competent jurisdiction making an order for the Breaching Party's winding up or the presentation of a petition for the Breaching Party's winding up that is not dismissed within seven days (other than, in each case, for the purposes of solvent amalgamation or reconstruction in such a manner that the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the Breaching Party's obligations under this Agreement);
21.2.3 the making of an administration order in relation to the Breaching Party or the appointment of a receiver over or an encumbrancer taking possession of or selling an asset of the Breaching Party; or
21.2.4 the Breaching Party making an arrangement or composition with his creditors generally or making an application to a court of competent jurisdiction for protection from his creditors generally.
21.3 An act or omission by a person who controls, is under common control with, or is controlled by a Party that would be a breach of this Agreement on his part if it were an act or omission of the Party shall be deemed to be a breach of this Agreement by the Party.
21.4 In the event of termination of this agreement for whatever reason UKWebCo.com shall retain any sums already paid to it by the Client without prejudice to any other rights UKWebCo.com may have whether at law or otherwise.
21.5 In the event of termination of this agreement for whatever reason any sum owing by the Client to UKWebCo.com under any of the provisions of this Agreement shall be immediately payable and the Client will pay UKWebCo.com for all unpaid invoices and the remaining balance of the project value.
21.6 Termination of this Agreement for whatever reason shall not affect either:
21.6.1 the accrued rights and liabilities of the Parties arising in any way out of this Agreement as at the date of termination and in particular but without limitation the right to recover damages against the other; or
21.6.2 provisions that are expressed to survive this Agreement, which shall remain in full force and effect.
22. Relationship of Parties
Nothing in this Agreement shall create, or be deemed to create, a partnership, the relationship of principal and agent, or of employer and employee between UKWebCo.com and the Client.
23. Assignment
Neither Party shall assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld.
Either Party may sub-contract the performance of any of its obligations under these Terms and Conditions without the prior written consent of the other Party. Where either Party sub-contracts the performance of any of its obligations under these Terms and Conditions to any person without the prior consent of the other Party, that Party shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the Party itself.
24. Non-Solicitation
24.1 The Client undertakes that it shall not during this Agreement, nor during the period of 12 months following the termination of this Agreement, either, on its own account or in conjunction with or on behalf of any other person, firm or company, solicit or entice away any employee of UKWebCo.com.
24.2 The Client undertakes that it shall not during this Agreement, nor during a period of 12 months following the termination of this Agreement, either, on its own account or in conjunction with or on behalf of any other person, firm or company, without UKWebCo.com's prior knowledge and agreement, solicit or endeavour to solicit any business of the same nature as the Project from any person who at any time within 2 years prior to the relevant date has been a customer of UKWebCo.com.
25. Force Majeure
Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
26. Severance
The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
27. Entire Agreement
27.1 This Agreement embodies and sets forth the entire agreement and understanding between the Parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this Agreement, save for any representation made fraudulently.
27.2 Unless otherwise expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both of the Parties.
28. No Waiver
The Parties agree that no failure by either Party to enforce the performance of any provision in this Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
29. Non-exclusivity
The relationship between the Parties under this Agreement is and shall remain non-exclusive. Both parties are free to enter into similar relationships with other parties.
30. [Dispute Resolution (Arbitration)
30.1 It is agreed that where any dispute or difference relating to this Agreement arises between the Parties that matter shall be referred to the arbitration of a single arbitrator with appropriate qualifications and practical experience to resolve the particular dispute.
30.2 The arbitrator shall be agreed by the Parties or in the event of failure to agree shall be appointed by the President for the time being of the Law Society of England and Wales.
30.3 The arbitration shall take place in London and shall be in accordance with the Arbitration Act 1996 or any re-enactment or modification of that Act for the time being in force.
30.4 The Parties shall promptly furnish to the arbitrator all information reasonably requested by him relating to the particular dispute, imposing appropriate obligations of confidence.
30.5 The Parties shall require the arbitrator to use all reasonable endeavours to render his decision within 30 days following his receipt of the information requested or if this is not possible as soon thereafter as may reasonably be practicable. The Parties shall co-operate fully with the arbitrator to achieve this objective
30.6 The Parties shall share the fees and expenses of the arbitrator equally. The decision of the arbitrator shall be final and binding upon both Parties.
30.7 The Parties agree to exclude any right of application or appeal to the courts of England and Wales concerning any question of law arising in the course of the arbitration.
31. Law and Jurisdiction
31.1 This Agreement shall be governed by the laws of England and Wales.