Terms and conditions
These terms and conditions are applicable to the use of the Arden Verity Creative (ArdenVerity.co.uk) licences, web development software and services.
(1) Arden Verity Creative whose registered office is at Unit 7, Lowry Mews Coventry CV3 5QD
(2) You the customer ('the User').
A. Arden Verity Creative is the development company providing licences, softwarem and services upon payment to an agreed schedule.
IT IS AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement, unless the context otherwise requires, the following words have the following meanings:
||this Agreement (including any schedule or annexure to it and any document in agreed form);
|'the Effective Date'
||the date upon which these terms and conditions are accepted
||the amount payable by the User for the supplied services or products;
||the buyer of our products via the Internet or via signed contract terms;
1.2 In this Agreement, unless the context otherwise requires:
(a) words in the singular include the plural and vice versa and words in one gender include any other gender;
(b) a reference to:
(i) any party includes its successors in title and permitted assigns; and
(ii) clauses and schedules are to clauses and schedules of this Agreement and references to sub clauses and paragraphs are references to sub clauses and paragraphs of the clause or schedule in which they appear;
2. PRODUCTS TO BE PROVIDED
2.1 Arden Verity Creative agrees to supply services, licences and software subject to receipt of payment or to agreed contract terms;
3.1 The User hereby acknowledges that the delivery of the product in accordance with the express terms and conditions of this Agreement and not further or otherwise.
3.2 The User shall ensure that the amount shall be paid for on delivery of our services or as stated in a contract signed by both parties.
4.1 In consideration of Arden Verity Creative delivering services to the User, the User shall pay to Arden Verity Creative the Fee in accordance with the payment provisions set out in this Clause 4.
4.2 The Fee shall be paid by the User via online payment, BACS or cheque, depending on the signed contract. The amount of these fees are itemised on an individual basis within the Schedule.
4.3 The Fee and any other charges payable under this Agreement are exclusive of any taxes, including any excise, sales, use, Value Added (VAT), withholding and similar taxes which shall be paid by the Licensee at the rate and in the manner for the time being prescribed by law The Licensee shall gross up any payments to compensate for any withholding tax payable.
4.4 In the event that Arden Verity Creative has to resort to collection enforcement as a result of the non-payment of its charges, Arden Verity Creative will be entitled to charge any reasonable expenses it has incurred associated with such collection including, without limitation, reasonable legal costs, lawyers fees, court costs and collection agency fees.
4.5 If any sum payable under this Agreement is not paid within 30 days after the due date then (without prejudice to Arden Verity Creative's other rights and remedies) Arden Verity Creative reserves the right to charge interest on such sum before and after judgement on a day to day basis at the rate of four per cent (4%) above the base rate of Barclays Bank plc from time to time in force.
5.1 Subject to Clause 5.2, the total liability of Arden Verity Creative in contract, tort (including without limitation negligence), statutory duty, pre-contract or other representations or otherwise under or in connection with this Agreement, in respect of each event or series of connected events shall not exceed the Fee or £1,000 whichever is the lesser amount.
5.2 Nothing in this Agreement shall exclude or limit liability either party may have for; negligently causing death or personal injury nor for any fraudulent misrepresentation.
5.3 Arden Verity Creative shall not be liable to the Licensee in contract, tort (including without limitation negligence), statutory duty, pre-contract or other representations or otherwise arising out of or in connection with this Agreement for: (a) consequential, indirect or special loss or damage; or (b) any loss of goodwill or reputation; or (c) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings). In each case whether advised of the possibility of such loss or damage and howsoever incurred.
6.1 Each party will comply with its obligations pursuant to the Data Protection Act 1998, Computer Misuse Act 1990 and any subordinate legislation and official guidelines.
6.2 The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of this Agreement.
7. SUPPORT SERVICES
Arden Verity Creative shall provide support services only for dealing with their mistakes and not for wrongly requested or specified services.
8.1 Either party may terminate this Agreement at any time by giving 28 days prior written notice to the other party unless a signed contract has a larger notice period:
Neither party shall assign, transfer or charge any of its rights or duties under this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld or delayed
10. FORCE MAJEURE
10.1 Neither party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance or non-performance of any of its obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond the reasonable control of that party including, without limitation, acts of God, acts or regulations of any government or supra-national authority, war or national emergency, accident, fire, riot, strikes, lockouts, industrial disputes or epidemics, (an ‘Event of Force Majeure') provided that the party affected by an Event of Force Majeure shall immediately take reasonable steps to mitigate any losses and/or effects of an Event of Force Majeure and immediately give the other party written notification of the nature and extent of such losses and/or effects and the parties shall enter into bona fide discussions with a view to agreeing upon alternative arrangements as may be fair and reasonable. Arden Verity Creative cannot be held responsible for the delay of projects if a project is delayed by the customer not having given required data on time or not making people available to answer questions when required.
11.1 This Agreement and any right, power or privilege shall not be deemed to be waived in whole or in part except where agreed by both parties in writing.
11.2 The non-enforcement of any of the terms or conditions of this Agreement or any right, power or privilege by either party shall not be construed as a waiver of any of that party's other rights nor affect the other provisions of this Agreement.
12. ENTIRE AGREEMENT
12.1 This Agreement sets out the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements whether oral or written between the parties in respect of the subject matter of this Agreement. Neither party shall be liable in respect of any representation made prior to and not contained in this Agreement unless it was made fraudulently.
13.1 No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the parties.
Any notice to a party under this Agreement shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left at, or sent by prepaid first class post, prepaid recorded delivery or facsimile to the address of the party as set out on page 1 of this Agreement or as otherwise notified in writing from time to time. Any notice delivered or sent as the case may be shall be deemed to have been served as follows:
(a) by hand, at the time of delivery;
(b) by post 48 hours after posting in the case of an address in the United Kingdom and 96 hours after posting for any other address; or
(c) by facsimile 2 hours after transmission if served by facsimile on a business day prior to 3pm or in any other case at 10 am on the business day after the date of despatch.
15. TIME NOT OF THE ESSENCE
For the avoidance of doubt, time shall not be of the essence of this Agreement.
To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this Agreement, it shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
17. EXCLUSION OF THIRD PARTY RIGHTS
Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
18. GOVERNING LAW AND JURISDICTION
18.1 This Agreement shall be governed by and construed in accordance with English law and that the parties irrevocably submit for all purposes in connection with this Agreement to the exclusive jurisdiction of the English Courts.