1. DEFINITION OF TERMS
The Client - The entity which enters into a contract with autonomy
Domain Name - The root address of a website, e.g. www.webaddress.com
Host - The company on whose system the Website physically resides.
Link, Hyperlink - A ‘clickable’ link embedded on a web page which may take the form of a graphic or text.
The Work - The subject matter of the contract between the Client and autonomy.
The Project Specification - This is the agreement that defines what The Work will be
2.1 Fee Payable - The fees schedule will be detailed in the The Project Specification and any payments due upon project completion will be subject to clause 4.3 and clause 4.4 of this contract.
2.2 Maintenance Fees - Unless otherwise agreed maintenance will be charged at £60 + VAT per hour with a min-imum charge of 1 hour. No charges will be made without prior consent.
3.1 Third Parties - autonomy can take no responsibility for services provided by third parties through us or other-wise
3.2 Maintenance and Correction of Errors - autonomy will fix free of charge any errors solely attributable to autonomy within the warranty period defined in The Project Specification. autonomy cannot guarantee that if The Cli-ent chooses their own Host that it will be suitable for hosting The Work. Hosting charge may increase at any time. The Client will be alerted prior to increases in prices.
3.4 Consequential Loss - Under no circumstances will autonomy be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software.
3.5 Status and Duration of Offers - The status and duration of offers should be defined in The Project Specifica-tion
4. COMPLETION OF WORK AND PAYMENT
4.1 Completion of Work - autonomy warrants completing the Work in accordance with its Standard Terms and Conditions and The Project Specification. autonomy reserves the right to refuse to extend or change The Project Spec-ification or to charge extra.
4.2 Supply of Materials - The Client is to supply all materials and information required for autonomy to complete the Work in accordance with The Project Specification. If the client does not provide material promptly then autonomy reserves the right to extend the deadlines for the project or if delayed by more than 21 days terminate the contract and invoice for all work done.
4.3 Approval of Work - The Client will be notified upon completion of work and will have 14 days to reject any work. autonomy will assume The Work had been approved if not rejected in 14 days and will then have the right to invoice for any work done.
4.4 Rejected Work - The Client will only reject work if it does not meet The Project Specification. If autonomy be-lieves that The Client is unfairly rejecting work that does meet The Project Specification then autonomy reserves the right to terminate this contract.
4.5 Remedies for Overdue Payment - If payment has not been received by the due date, autonomy has the right to suspend ongoing work for Client and remove The Work from the internet or revoke The Client’s licence to The Work until such time as payment has been received in full.
5. INTELLECTUAL PROPERTY
5.1 Offers and Proposals - The Client will not disclose any part of any proposal by autonomy to any third party without prior written consent.
5.2 Warranty as to Ownership of Intellectual Property Rights - The Client will obtain all the necessary per-missions and authorities for all materials it supplies to autonomy and removes all legal responsibilities of autonomy and indemnifies the same from any claims or legal actions to said material.
5.3 Licensing, Ownership of the Work – Licencing of work will be defined in the Project Specification and will only be transferred to the Client once full payment has been made.
5.4 Modification of Coding - The Client has the right to edit any of the coding and to make copies for the sake of testing or backing up The Work. The Client has the right to allow third parties access to the coding of the website.
5.5 Credits - The Client agrees that autonomy may include a Link to their website along with up to 5 words on the bottom of every webpage, unless otherwise agreed in writing.
6. RIGHTS AND RESPONSIBILITIES
6.1 Right to Terminate - autonomy reserves the right to refuse or break a contract without prior notice, if it is be-lieved that the Client is acting illegally, or any supplied material is illegal.
6.2 Events Beyond the Control of autonomy - autonomy will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of autonomy.
6.3 Supply and Pricing of Services - autonomy reserves the right to use whoever it feels appropriate for third party software and services, without affecting existing agreements. autonomy reserves the right to alter its future prices.
6.5 Nondisclosure - autonomy and any third party associates agree that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about autonomy to another party.
6.6 Indemnification - Client agrees to use all and any of autonomy services and facilities at their own risk and agree to defend, indemnify, save and hold autonomy harmless from any and all demands, liabilities, costs, losses and claims that may arise directly or indirectly from any service provided or agreed to be provided or any product sold by the Client or its third parties. Client agrees this indemnification extends to all aspects of the project,
7.1 Jurisdiction - This Agreement shall be governed by the laws of the England and Wales which shall claim venue and jurisdiction for any legal action or claim arising from the contract between autonomy and the Client.
7.2 Survival of Contract - Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
7.3 Change of Terms and Conditions - These terms and conditions may change from time to time. Where a con-tract exists, the Client will be informed of revisions as and when they are issued.
7.4 Termination of Contract - autonomy reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these Terms and Conditions.
8. ACCEPTANCE OF TERMS AND CONDITIONS
By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understood, and accepted the Terms and Conditions of this Agreement. Unless otherwise specified all projects agreed between the Client and autonomy will be covered by these Terms and Conditions