BWS LONDON (hereinafter called “The Consultant”)
Yourself (hereinafter called “The Client”)
‘The Consultant’ agrees to provide services to ‘The Client’ in accordance with the terms and conditions set forth as below.
2. TERMS AND LIABILITY:
a) ‘The Consultant’ is not liable for any loss or damage to ‘The Client’ arising from death or ill health or any other cause not within the control of ‘The Consultant’.
b) ‘The Consultant’ shall not be liable for damages, including but not limited to special, consequential, incidental or punitive damages, whether direct or indirect, arising out of or in connection with the use of the website.
c) ‘The Client’ cannot claim any refund, trade loss, any type of expenses or any monies from ‘The Consultant’ for any reason whatsoever.
d) ‘The Client’ or ‘The Consultant’ can terminate this Agreement upon 7 days written notice. Upon receipt of such notice, ‘The Consultant’ shall advise ‘The Client’ of the extent to which performance has been completed through such date. ‘The Consultant’ shall be paid for all work performed through the date of termination. After receipt of such final payment, ‘The Consultant’ will deliver to ‘The Client’ whatever work product then exists.
e) If the payment is not paid within two (2) days from the due date, there will be late fee applied which will be 2% of the total project cost to be paid on daily basis unless full payment is made.
f) Late fee (2% of the total project cost to be paid on daily basis) applies to any invoice which is not paid within 2 days. Due to non-payment of invoice, ‘The Consultant’ can stop working on the project till all outstanding payments are cleared.
g) In an event if ‘The Consultant’ has to recover outstanding payments from ‘The Client’; all expenses, costs, liabilities, obligations or losses incurred shall be borne by ‘The Client’.
h) Those sections of the website where client’s input is required and where ‘The Consultant’ can’t work on the project unless necessary information is provided by ‘The Client’; ‘The Client’ will be fully responsible for providing such information and to make sure ‘The Consultant’ has all necessary information to complete those sections of the website. If ‘The Client’ fails to provide such information in reasonable time (usually 3 working days), this time should be added to the delivery date which will result in extending the delivery date. In such a scenario, ‘The Consultant’ will not be held liable for not delivering the product on or before the estimated delivery date as mentioned in 2.1 above and 4.i below.
i) Estimated delivery date is an estimated date and not a fix delivery date. Actual delivery date might be different than the estimated delivery date due to certain reasons including but not limited to any hidden complexities noticed at a later stage after starting of the work.
j) ‘The Client’ allows ‘The Consultant’ to keep the source code and files on their hosting server or personal computer and not provide the source code and files to ‘The Client’ until project is completed and all payments are clear.
k) In the event any provision of this Agreement is found to be void and unenforceable, the remaining provisions shall remain in full force and effect.
3. LIMITED WARRANTY: This is an Agreement for services, not an agreement for goods. ‘The Consultant’ grants a limited 3 days warranty to ‘The Client’ that if ‘The Client’ finds an error(s) in the program(s), ‘The Consultant’ shall correct such error(s) within ten (10) days of receipt of notification of such error(s); provided ‘The Client’ notifies ‘The Consultant’ in writing within one (1) day of the date ‘The Consultant’ sends to ‘The Client’ the complete program(s); and/or provided, upon ‘The Consultant’s’ request, ‘The Client’ sends to ‘The Consultant’ any media and/or documentation containing proof of such error(s). ‘The Client’, within one (1) day of receipt of the corrected version, shall notify to ‘The Consultant’ of their acceptance of the application which if not replied will be considered accepted. Any queries or suggestions advised by ‘The Consultant’ in reply to ‘The Client’s’ reviews shall also be answered by ‘The Consultant’ within the same period of time.
4. GOVERNING LAW: This Agreement shall be governed by the laws of ENGLAND (the “Territory”) and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.
5. GENERAL TERMS: If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be impaired or affected thereby.
Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:
a) First class post, 2 days from the date of posting;
b) Hand or by facsimile transmission, on the date of such delivery or transmission; and
c) Electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.
a) The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
b) Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.
c) This Agreement may not be amended for any other reason without the prior written
agreement of both Parties.
d) This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
e) Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of God, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.
6. COMPLETE AGREEMENT: This Agreement is the complete and exclusive statement of the Agreement between the parties and supersedes all prior agreements, oral or written, and all communications, promises or discussions between the parties relating to the subject matter of this Agreement.