Terms and Conditions

1. Interpretation
   • The definitions and rules of interpretation in this clause apply in these conditions.
     • Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these conditions.
     • Charges: the charges in respect of the Services.
     • Customer: the person or firm who purchases Services from the Supplier.
     • Intellectual Property Rights: copyright and related rights, trade marks, business names and domain names, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world
     • Materials: the content provided to the Supplier by the Customer from time to time for incorporation in the Site.
     • Services: the website development and programming services, and any other related services, to be provided pursuant to this Contract, as further detailed in the written quotation provided by the Supplier.
     • Site: the website or website to be developed by the Supplier for the Customer.
     • Supplier: Stride Studio of Goss Chambers, Goss Street, Chester CH1 2BG.
     • Third Party Software: third party software products or software code (including any plug-ins) used by the Supplier in connection with the Site.
   • Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
   • A reference to a person includes a firm, company and other non-natural entities.
   • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
   • References to content include any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a visitor to that website.
   • Writing or written includes fax and email.
2. Basis of contract
   • The Supplier will provide the Services in accordance with these conditions.
   • The Customer will be deemed to place an order upon acceptance of the Supplier’s written quotation. The Contract shall come into effect when the Supplier confirms that it accepts the Customer’s order.
   • The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
   • These conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   • Any quotation given by the Supplier is only valid for a period of 21 days from its date of issue.
3. Supplier’s Obligations
   • The Supplier shall:
     • consult with the Customer and any design agency engaged by the Customer (where requested by the Customer) when developing the Site;
     • develop and deliver the Site, and use reasonable endeavours to meet any performance dates agreed with the Customer, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services;
     • perform the Services with reasonable care and skill;
     • deliver the Site substantially as detailed in the Supplier’s written quotation.
   • The Supplier shall not be responsible for the design of the Site, unless and to the extent expressly agreed by the Supplier.
   • These conditions set out the full extent of the Supplier’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into the Contract or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
4. Customer responsibilities
   • The Customer shall:
     • provide the Supplier with access to, and use of, all information, data and documentation reasonably required by the Supplier for the performance by the Supplier of its obligations under the Contract; and
     • (where applicable) instruct and manage any design agency; and
     • be responsible for the accuracy and completeness of the Materials.
   • If the Supplier’s performance of any of its obligations is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any of its obligations, the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations.
   • The Customer shall be responsible for organising the hosting of the Site, unless expressly agreed otherwise with the Supplier.
5. acceptance of site
   • Acceptance of the Site shall be deemed to have taken place upon the occurrence of either of the following events:
     • the Customer uses any part of the Site for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
     • the Customer confirming that it accepts the preview Site provided by the Supplier.

6. Third party Software
   • Any Third Party Software shall be supplied in accordance with the relevant licensor’s standard terms. The Customer shall at all times comply with the terms of any such licence.
   • The Supplier shall have no liability to the Customer whatsoever for any direct or indirect loss arising from the inclusion of any Third Party Software in the Site, or any other use by the Customer of any Third Party Software, or for any loss arising directly or indirectly from any error or fault in, or any security vulnerability of, any Third Party Software.
7. Charges and Payment
   • The Charges shall be as set out in the Supplier’s written quotation.
   • If the Customer requests additional services outside the scope of the original quotation, the Supplier shall provide a further quotation in respect of the Charges for such additional services. Upon acceptance of the quotation by the Customer, the Supplier shall provide the additional Services, and the Customer shall be responsible for payment of the additional Charges.
   • The Supplier shall invoice the Customer on completion of the Services or in monthly instalments, at its discretion.
   • The Customer shall pay each invoice submitted by the Supplier:
     • within 30 days of the date of the invoice; and
     • in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the contract.
     • All amounts payable by the Customer under are exclusive of VAT. The Customer shall pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services.
     • If the Customer fails to make any payment due to the Supplier by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
     • The Customer shall pay all amounts due in respect of the Services in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

8. Limitation of liability
   • Nothing in these conditions shall operate to exclude or limit the Supplier’s liability for:
     • death or personal injury caused by its negligence; or
     • any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
     • fraud; or
     • any other liability which cannot be excluded or limited under applicable law.
   • The Supplier shall not be liable to the Customer for any:
     • damage to software;
     • damage to or loss of data;
     • loss arising directly or indirectly from any security vulnerability of the Site or the security of the Site being compromised in any way;
     • a defect which is caused by an act or omission of the Customer, or by one of the Customer’s sub-contractors or agents for whom the Supplier has no responsibility;
     • loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity;
     • for any indirect or consequential loss or damage.
   • The Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Charges paid to the Supplier in respect of the Services.
9. Intellectual property rights
   • All Intellectual Property Rights in the Site, but excluding the Materials and any content not provided by the Supplier, arising in connection with the Contract shall be the property of the Supplier, and the Supplier hereby grants the Customer a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the Site.
   • The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials or any other content infringe the Intellectual Property Rights of a third party.
10. Site content
    • The Customer shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, pornographic, defamatory, or in breach of any third party Intellectual Property Rights) (Inappropriate Content).
    • The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.
11. Term and termination
    • Without affecting any other right or remedy available to it, the either party may terminate the Contract with immediate effect by giving written notice to the other if:
      • the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
      • the other party is subject to an Insolvency Event. An Insolvency Event means any one or more of the following events in any jurisdiction in relation to a party: suspending or threatening to suspend payment of its debts or being unable or deemed unable to pay its debts as they fall due; commencing negotiations with any of its creditors to reschedule its debts or making a proposal to compromise its debts; the filing of a bankruptcy petition or application, or making an application for an Individual Voluntary Arrangement; the filing of a petition, making of an application, or passing of a resolution for the winding up of the party or for the appointment of an administrator or trustee in bankruptcy; the taking of any steps by any person to enforce any security over the assets of the party; any person becoming entitled to appoint a receiver or administrative receiver over some or all of the assets of the party; any event analogous or which has an effect equivalent or similar to any of the foregoing;
      • the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
      • the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
      • the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
    • Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract or any other agreement with the Supplier, on the due date for payment.
    • Without limiting its right to terminate the Contract, the Supplier may (in its absolute discretion) suspend the provision of the Services at any time when it is entitled to terminate the Contract.
    • On termination of the Contract by the Supplier pursuant to clause 1, all licences granted by the Supplier under the Contract shall terminate immediately.
    • On expiry or termination of the Contract:
      • the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; and
      • all provisions of the Contract shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
12. General
    • Assignment and other dealings.
      • The Supplier may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
      • The Customer may not assign, transfer, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of both Customers.
      • Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
      • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
      • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    • Force Majeure
      • No party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).
      • The Supplier shall use reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
    • If any provision or part-provision of these condition are or become invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these conditions.
    • A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    • Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
    • Governing law. This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
    • The parties irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).