Your browser version is outdated. We recommend that you update your browser to the latest version.

SINCERE

TEAM BRAND - WEB LABEL

INDIE MEDIA PUBLISHING ORGANISATION

 RECORDINGS AND MANAGEMENT

 

Meeting the needs of our performing artists and making a difference within the industry.

 

Sincere LogoSincere Logo

 

"It's the subtle things in life that make BIG things happen!"

Sincere Consultancy & Development

Terms & Conditions

 

You will need to set out your service proposal in a separate document. This need not be overly formal – it is just a letter which outlines what service you will provide, a date or rough time-frame within which the service will be provided, and your fees quotation. Make sure that both you and the client sign or initial this and that you attach a copy of it to this agreement.

 

THIS AGREEMENT IS MADE ON THE

(Date)

 

BETWEEN

 

The Consultant”

(Name and address of the web consultant, web developer, or consultancy or development business)

 

AND

 

The Client”

(Name and address of the client)

 

 

IT IS HEREBY AGREED AS FOLLOWS

 

  1. Interpretation

    1. Except where the context requires otherwise, words importing the masculine shall include the feminine; words importing the singular shall include the plural; words importing natural personage shall be equally applicable to corporate personage; and vice versa.

    2. References to any statutory provision, authority, rule or code of practice shall be deemed to include the amended versions, replacements or successors of such.

    3. For the purposes of this agreement, the term “Intellectual Property” shall include copyright, patents, design rights, trading names and brands, service marks and badges, trade secrets or know-how, processes, design schemes and themes, and anything else which is capable of being owned, recognised or registered as intellectual property in any part of the world.

    4. For the purposes of this agreement, references to the “Service Proposal” shall be references to a separate written document which shall contain detail of the services to be provided by the Consultant to the Client, the manner in which the Consultant shall provide these services, and the basis on which the Consultant shall be remunerated. The Service Proposal shall be attached as a schedule to this agreement and signed or initialed by both parties.

    5. For the purposes of this agreement, “Confidential Information” means any and all information disclosed (whether directly or indirectly or orally or by any other means and whether marked confidential or not) by the Client to the Consultant either before, on or after the execution of this agreement which at the time of disclosure is not already part of the public domain and which relates to any business, concept, invention or idea or the execution thereof or to any related manner, including, but not limited to, the following classes of information:

      1. Financial information, accounts, or records

      2. Commercial and marketing information, plans or strategies, or market research data

      3. Electronic or technical information, data, designs, or specifications

      4. Information concerning internal procedures and processes

      5. Know-how and industrial or trade secrets

      6. Projections or forecasts

  2. Relationship Between the Parties

    1. The Client and the Consultant have entered into a contract under which the Consultant will provide web development services to the Client in accordance with the terms of this agreement.

    2. No term of this agreement or course of dealings between the parties will operate to make the Consultant and employee or agent of the Client.

    3. Neither party shall assign or transfer any of their rights, liabilities or obligations arising under this agreement without the prior written consent of the other party.

  3. The Services Provided

    1. The Consultant shall provide web design, music development and management consultancy services to the Client as mutually agreed.

    2. The exact nature and detail of the services which the Consultant shall provide shall be set out in the Service Proposal.

    3. Any amendment or revision to the services set out in the Service Proposal must be agreed in writing by both parties.

    4. Whilst the Consultant shall make every effort to deliver the services within the agreed time frame, the Consultant makes no guarantee that any particular services will be provided within a specific time frame or on any agreed dates and shall not be liable for any loss, damage or expense suffered by the Client as a result of any delay in service provision. Time shall not be considered to be of the essence in this agreement.

  4. Payment for Services

    1. Where the Consultant provides services to the Client as mutually agreed he shall charge the client the sum agreed in the Service Proposal, which shall be inclusive of VAT.

    2. Unless specified in the Service Proposal, the sum payable to the Consultant in respect of fees as set out in 4.1 is not inclusive of any disbursements or expenses which he may incur, and the Consultant shall charge these expenses and disbursements to the Client.

    3. The Client shall settle all invoices which are raised against him by the Consultant within days. Where the Client is late in making payment the Consultant shall be entitled to recover from him all reasonable costs and expenses incurred in securing payment.

    4. Failure to settle payment within the time frame agreed in 4.3 shall entitle the Consultant to claim, in addition to the sums invoiced, interest on those sums at a rate of percentage points per annum above the Bank of England base rate.

  5. Client’s Obligations

    1. The Client shall provide the Consultant with such information, support, co-operation and facilities as may be necessary in order to provide the service.

    2. The Client agrees and covenants that he will not recruit or attempt to procure the recruitment of any employee of the Consultant between the signing of this agreement and the expiration of 6 months from the completion of the services as agreed in the Service Proposal or any extension or addition to these services which is agreed in writing.

    3. Where, after the services have been provided, the Client determines to make any changes to content, design or coding, or to update the website, either himself or through a third party, he does so entirely at his own risk and the Consultant will accept no responsibility for any damage or loss of functionality.

  6. Consultant’s Obligations

    1. The Consultant shall discharge his duties under this agreement to a reasonable standard, with the exercise of reasonable skill and care and attention to detail and in accordance with all relevant codes of practice and statutory provisions.

    2. The Consultant undertakes that at no time, whether during the term of this agreement or thereafter, shall he disclose or permit to be disclosed to a third party any Confidential Information which he receives from the Client save as the Client may expressly authorise in writing or as he is compelled by any court or administrative body of competent jurisdiction.

    3. Where the Consultant provides services to the Client through a delegate such as an employee or subcontractor, the Consultant will ensure that the said delegate signs a comparable confidentiality undertaking.

    4. The Consultant takes no responsibility for the hosting of the Client’s website or for backing up any of the Client’s data.

    5. The Consultant shall endeavour to provide the services in a manner which facilitates listing by search engines, but makes no guarantee that the website will be listed in any particular search engine or directory or achieve any particular page ranking.

    6. The Consultant shall endeavour to provide the services in a manner which permits the website to be functional in all major web browsers and to be viewable by a majority of visitors, but the Client accepts that the Consultant can make no guarantee as to the functionality or accessibility of the website across all browsers and operating systems, nor can he guarantee that the website will be functional or accessible in future web browser versions.

  7. Intellectual Property

    1. Where the Client provides the Consultant with documentation, literary materials or media in order to enable the Consultant to provide the services, there shall be no transfer of Intellectual Property vested in these, and the aforementioned Intellectual Property shall remain the sole property of the Client.

    2. All Intellectual Property in the services provided and delivered to the Client by the Consultant shall remain the sole property of the Consultant and the Consultant hereby grants the Client a non-exclusive limited license to make use of the Intellectual Property in accordance with the following provisions:

      1. The license shall be limited to use on one website or one domain name.

      2. The Client shall not re-sell or distribute the Intellectual Property (other than by making use of it on his website) and shall not offer any part of it for download.

    3. Section 8.2 shall not apply where it is mutually agreed that the Client will own the Intellectual Property in the services and this is specified in the service proposal. In these circumstances, ownership shall pass from the Consultant to the Client once the Client has paid the Consultant’s invoices in relation to the service in full.

    4. Neither the Client nor the Consultant claim or assert any rights to Intellectual Property belonging to any third party which may be used under license or otherwise lawfully during the course of this agreement.

  8. Termination

    1. This agreement shall terminate automatically upon the completion or delivery of services agreed under the Service Proposal or any extension or addition to those services which is agreed in writing.

    2. Without prejudice to the above, this agreement may be may be terminated by either party upon days’ written notice served on the other at his address as set out at the head of this agreement by personal service, registered post or first class post. Notice sent by post shall be effective 48 hours after sending.

    3. Without prejudice to the above, this agreement may be terminated immediately where any of the following circumstances arise:

      1. Either party commits a serious breach or persistent breaches of this agreement including but not limited to the non-performance, neglect or default of any of his duties as outlined herein (including a failure on the part of the Client to make payment within agreed time scales) and after notice of this breach has been given to the defaulting party it remains unremedied and unrectified 30 days after such notice.

      2. Either party becomes insolvent or enters into a CVA or IVA.

      3. Either party ceases to trade.

    4. Upon termination of this agreement, outstanding payments in respect of service provided by the Consultant shall become immediately due and where the services have not been completed the Consultant shall be entitled to charge in respect of work completed up until the point of termination.

  9. Disclaimers and Exclusions

    1. The Consultant shall not be responsible in any circumstances to the Client or any third party for any damage or loss sustained (including any loss of profit or indirect or consequential economic damage or loss), which is as a result of negligence, misrepresentation, breach of contract or otherwise.

  10. Indemnity

    1. The Client shall indemnify the Consultant against any loss or damage which results from the Client’s breach of this agreement or failure to abide by any of its terms.

  11. Force Majeure

    1. Neither party shall be liable for any delay or failure in performing its obligations or duties under this agreement which results from circumstances outside his reasonable control including but not limited to acts of God, industrial action, war, fire, threat of terrorism, civil disturbance or rioting, government or regulatory action, breakdown in plant or machinery, or shortage of raw materials or supplies.

  12. Warrantee of Contractual Capacity

    1. Both parties and the signatories to this agreement warrant that they are authorised and permitted to enter into this agreement, and have obtained all necessary permissions and approvals.

  13. Whole Agreement, Governing law, Severability and Miscellaneous

    1. This document constitutes the entirety of the agreement between the parties. It supersedes any prior representations which may have been made, whether orally or in writing. Any modification to this agreement must be made in writing and signed by both parties.

    2. This agreement shall be governed by the Law of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.

    3. All clauses, sub-clauses and parts thereof shall be severable and shall be read and construed independently. Should any part of this agreement be found invalid this will not affect the validity or enforceability of any other provision or of this agreement as a whole.

    4. All terms, conditions and covenants contained in this agreement shall bind the parties and their heirs, legal representatives, successors to title and permitted assignees.

    5. Nothing in these terms and conditions shall incur any rights on a third party and no third party may enforce any provision of this contract under the Contracts (rights of Third Parties) Act 1999.

Share on Social Media

© 2015. SINCERE INDIE WEB LABEL & MEDIA PUBLISHING ORGANISATION. ALL RIGHTS RESERVED.

Cookie Policy

This site uses cookies to store information on your computer.

Do you accept?