Terms & ConditionsSatsuma Digital Ltd ("Satsuma Digital")
Reg'd Office: The Tobacco Factory, Raleigh Road, Bristol, BS3 1TF
TERMS AND CONDITIONS applicable to website bespoke programming and related services supplied by Satsuma Digital.
These are the terms and conditions agreed between you (the “Client”, which includes any person, company, partnership, organization or body) and us (Satsuma Digital) in relation to the provision of web site design, new media, video solutions and production and bespoke programming. (“Deliverables”). They apply in place of any earlier agreement or understanding between you and us and supersede prior correspondence. You signify or have signified your agreement to these terms and conditions by accepting our Brief including acceptance by e-mail. The Brief together with these terms and conditions together constitutes our agreement.
1.1 The Deliverables we shall provide to you and the prices to be paid for such work are set out in the Brief. Neither custom video production or stock video are included in the price for design work. The price for videography is set out separately within the quote/brief. Unless specifically stated those prices do not include VAT. Where alterations to the Deliverables to be provided are proposed by you or us during the course of the work these and any resulting alteration to the prices set out in the Brief shall be agreed by us both in writing before the work proceeds. Videos must be signed off (agreed) by The Client before we will agree to work with them. Any resulting delay in agreeing the signed off video is entirely at the risk of the Client and is not the liability of Satsuma Digital.
1.2 Unless otherwise agreed in writing payment to us for the work to be undertaken under this agreement is due as follows:
We require an upfront payment of 50% before work on your project will commence
The final 50% will then be paid once all work has been completed and approved or an alternative date to be agreed by Satsuma Digital. This final payment should be made within 14 days from the date issued on our invoice. If we are building a content managed or e-commerce web site, completion means all work to be carried out by Satsuma Digital and not the population of the database by you.
You will make prompt payment of all amounts. All amounts set out on our invoice are payable plus VAT at prevailing rates and payment must be in Pounds Sterling. Interest will accrue on all sums due under these terms and conditions from the due date until payment at the rate of 8% above the Repo (Base) rate from time to time of the Bank of England compounded monthly and calculated on a daily basis
1.3 We will use our reasonable endeavours to abide by agreed delivery dates. Any information or material that you need to supply us with shall be sent to us by the deadlines agreed. Much of our work depends on the information supplied by you therefore it is crucial that we receive this. We will not be liable where failure to deliver is caused by your delay. On completion of work, the Deliverables will be uploaded to the client area of our fileserver or e-mailed for approval by you. Following our receipt of your approval, subject to 1.6 below, the deliverables will be uploaded to your server (if required).
1.4 We will not be responsible for any delay or failure to meet delivery date(s) caused by circumstances beyond our control, such as Acts of God, fire, strikes, illness, failure of subcontractors or suppliers to supply material required. Where such delay occurs our obligations shall be suspended for the period of such delay.
1.5 Where you do not confirm in writing acceptance of the Deliverables within 14 days of delivery to you the Deliverables are deemed accepted by you at the earlier of the expiry of such 14 day period or your first live use. Where the Deliverables are rejected by you for an objectively justified reason, whether in whole or in part, we shall endeavour to correct the Deliverables at no additional cost to you to ensure compliance with the Brief.
1.6 Until we have received payment in full of all amounts due pursuant to 1.2 above, legal ownership (but not the risk) in all print job Deliverables will remain with us. We reserve the right to refuse to deliver or upload all or any part of the Deliverables to your server, and in any event the licence granted by 2.3 below will not take effect. In the event that a web site has been uploaded to our server (put live) before payment in full has been received, we reserve the right to suspend the account (take the web site and e-mail function down) in the event that payment is unduly delayed.
2. Intellectual Property Rights
2.1 'Deliverables' includes all data, databases, graphics, web pages, code, information, programs, videos and other materials and software which we provide to you, but does not include material which we obtained from you.
2.2 We warrant that to the best of our knowledge and belief the Deliverables are original to us. However we cannot be, and are not, responsible for compliance of the Deliverables with laws of all jurisdictions of the world to which users of any relevant web site have access. It is your responsibility to satisfy yourself of such compliance.
2.3 Where the deliverable is a web site built using the JShop Server system, you should be aware that the web site is built using the Satsuma developmental licence for JShop Server. In the event of the web site being taken out of the control of Satsuma Digital (e.g. hosted elsewhere), it is necessary for you to purchase a current individual licence for JShop Server at the prevailing rate before the web site can be released.
2.4 Subject to 2.9 below, the ownership of all intellectual property rights (including copyright) in the Deliverables remains with us at all times. We grant you a non-exclusive licence of the intellectual property rights, including, without limitation, copyright and related rights anywhere in the world, in the Deliverables for the duration of our agreement for the purposes of use on your Web site or otherwise as agreed in writing from the date of your acceptance of the Deliverables. For the avoidance of doubt, where you wish to use the Deliverables in any other form (such as on a CD) than that set out in the Brief you must agree terms with us in advance and make payments to be agreed between us. We reserve the right to veto any use outside the scope of this licence.
2.5 We assert our moral rights in the Deliverables and you confirm that you shall not alter, reuse or otherwise exploit or jeopardise the artistic integrity of the Deliverables without our prior written consent.
2.6 You shall ensure that any copyright notice of ours shall not be removed or obscured on the Deliverables.
2.7 Where you are licensed with computer software under this term such licence shall be of object code version of the software only and you shall not reverse engineer or decompile such software save as permitted under EU directive 91/250.
2.8 Intellectual property rights in any authorised improvements to the Deliverables made by you shall be licensed to us on an exclusive basis, where such improvements are non-severable from the Deliverables and on a non-exclusive basis for everable improvements. You will keep us informed of such improvements.
2.9 Where we supply Deliverables to you on disk or CD or DVD or other machine readable media (“Media”) we retain ownership of the Media and no hire of the Media shall occur.
2.10 The ownership of copyright in any Logo supplied by us as a Deliverable will vest absolutely in the Client following receipt by us of all amounts due in accordance with 1.6 upon which event 2.3 above will cease to apply to such Logo.
2.11 The termination of any agreement between us shall not affect the provisions of this term which shall continue thereafter.
3.1 We confirm that to the best of our knowledge and belief at the date of supply to us that the Deliverables are not obscene, blasphemous or defamatory and do not infringe any English law or regulation and do not adversely reflect on your public perception or image.
3.2 You agree that to the best of your knowledge and belief any material provided by you for the Web site or other work to be undertaken by us under this agreement is not obscene,blasphemous or defamatory and does not infringe any English law or regulation and does not adversely reflect on our public perception or image.
4. Indemnity and Limitation of Liability
4.1 Subject to 4.3 below, we agree that until such time as the Deliverables are delivered to you and approved by you, we will indemnify you against all damages awarded by a court in England and Wales incurred by you as a result of breach of clauses 4 and 5 by us.
4.2 You agree that you shall indemnify us against all claims, demands, losses, damage, costs or expenses incurred by us as a result of breach by you of any provision of these terms and conditions, law or regulation and as a result of any third party legal action or threatened action in relation to material which you have supplied to us or incorporated with the Deliverables or through our involvement with you under our agreement. You shall be responsible for ensuring all registrations and formalities are complied with in relation to any web site we prepare for you, including without limitation, registration of trade marks and under data protection laws.
4.3 Save as provided above, you agree our liability for breach of this or any other liability of us to you shall be limited to the total value of our contract as set out in the Brief and that all implied terms, conditions or other legal provisions are hereby excluded; save that neither party shall exclude or limit its liability to the other for death or personal injury caused by negligence. We agree that the exclusion and limitation of liability in this clause is reasonable, reflects the respective financial positions of the parties and that the price agreed reflects the position on liability. In no event shall we be liable to you for indirect, financial, consequential loss, loss of profit, revenue or goodwill.
4.4 The termination of our agreement shall not affect the provisions of this term which shall continue thereafter.
5. Confidential Information
5.1 Any information about us or you or about our products or your products or financial or business information shall be treated as confidential, used only for the purpose of performance of obligations set out in the Brief and not disclosed save as permitted under our agreement, without limit as to time. Provided that information in the public domain otherwise than through the default of the other party shall not be deemed confidential under this clause.
5.2 The termination of our agreement will not affect this term.
5.3 We shall be entitled to make reference to our relationship with you in our publicity material.
5.4 Where you have signed a confidentiality agreement with us this shall continue without limit as to time in addition to the provisions in this term.
6. Your Obligations
6.1 You undertake to supply material and other resources to us promptly as agreed between us.
6.2 You will not unreasonably withhold or delay approval of the design, stage development, or acceptance of completed website or other Deliverables.
6.3 You will make prompt payment of all amounts including interest when they become due.
7.1 The agreement resulting from your acceptance of the Brief shall continue until either substantial completion of performance of the work set out in the Brief, or where an on-going work commitment is signed may be terminated on three months' notice from one of us to the other given at any time to expire on the anniversary of this agreement or any subsequent anniversary of such date save as provided below.
7.2 Where one party is in breach of these terms and conditions the other may serve written notice to terminate our agreement resulting from your acceptance of the Brief forthwith, save that where the breach can be remedied 30 days notice to remedy shall first be given, and where remedied such termination will not take effect.
7.3 Either party may terminate this agreement forthwith by written notice where the other goes into liquidation or is declared bankrupt or have a receiver/administrative receiver appointed over any of its assets or otherwise is unable to pay its debts as they fall due.
7.4 On termination by you for breach or bankruptcy we shall send to you in accordance with your reasonable directions any material relating to the web site (where relevant) then in our possession or control and the licence to use the Deliverables shall continue without limit as to time. On termination by us or by you on three months' notice as provided above all your rights to use the Deliverables shall cease and you shall retain no copies thereof.
8.1 No variation of this agreement will be valid unless agreed in writing by us both.
8.2 You may not assign this agreement without our prior written consent. The licences granted under this agreement are personal to you and only for the purposes and/or media set out in this agreement. Further licences, licensees, uses and other matters not licensed under this agreement shall only be granted where we so consent and usually on payment of additional licence fees.
8.3 This agreement sets out the entire agreement between us save for any confidentiality agreement between us or other documents referred to in the Brief.
8.4 All representations, warranties or other assurances made by or on behalf of us to you other than as set out in this agreement do not form part of this Agreement nor shall they be legally enforceable or actionable.
8.5 If any provision of this agreement is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this agreement, all of which shall remain in full force and effect.
8.6 No forbearance or delay by us in enforcing rights under this agreement will prejudice or restrict rights and no waiver of any breach of such rights or waiver of the rights will be deemed to be a waiver of any other right or of any later breach.
8.7 Nothing in this agreement shall constitute or be deemed to constitute a partnership or joint venture or the relationship of partnership and agent or employer and employee.
8.8 All notices shall be in writing and sent to the last known business address of the recipient or such other address as the recipient may designate by notice given in accordance with this provision. Any notice may be delivered personally, by e-mail, by first class prepaid letter, or facsimile transmission (confirmed by first class post) and shall be deemed to have been served if by personal delivery when delivered, if by first class post 48 hours after posting and if by e-mail or facsimile transmission when despatched (with successful transmission report).
8.9 This agreement shall be governed by English law and we both submit to the non-exclusive jurisdiction of the English courts in relation to any dispute under this agreement.