Terms & Conditions
March 2010
These terms and conditions shall apply to the agreement between Fuzzy Orange Limited ("Fuzzy Orange") and the individual or company applying for the provision of services by Fuzzy Orange ("the Client").
IT IS HEREBY AGREED as follows:
1. DEFINITIONS
In this Agreement, the following words and phrases shall have the following meanings:
"Confidential Information" - information which is identified as confidential or proprietary by either party or the nature of which is clearly confidential or proprietary.
"Fees" - the fees (including any VAT) due for the provision of the Services as calculated in accordance with the Price List or such other fee as is agreed.
"Fuzzy Orange's web site" - the web site located at http://www.fuzzyorange.co.uk or such other Internet address as may be adopted by Fuzzy Orange from time to time.
"Intellectual Property Rights" - copyrights, patents, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.
"Material" - text, graphics, images, sound, video or any combination thereof.
"The Work" - the subject matter of the contract between the Client and Fuzzy Orange.
"Price List" - a list of Fuzzy Orange's then current standard prices for each of the Services available on request from Fuzzy Orange.
"Relevant Legislation" - such laws of Scotland and the Customer's country as relate to data protection and any laws of Scotland and the Customer's country governing Inappropriate Material.
"web site" a web site on the World Wide Web.
2. PAYMENT AND SERVICES
2.1 A non refundable deposit of (i) 40% of the total fee payable for projects upto a value of £10,000, or (ii) 25% of the total fee payable for projects greater than £10,000; under the contract is due immediately upon the signing of the contract. The remaining fee shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof. Fuzzy Orange reserves the right not to begin the Work until the said deposit has been paid in full. The fee quoted in the contract does not include the cost of domain registration, hosting set up fee or hosting.
2.2 Maintenance, if included in the contract, shall default to a month by month basis. Fees will be assessed on an hourly basis at a pre-agreed rate per hour or part thereof. No fee will be required in a month where no updating is necessary. Search engine re-submissions, other than the original submission included in the contract fee, shall be included in the maintenance fee. Annual maintenance is also available but must be agreed in writing.
2.3 Payment of Fuzzy Orange's consultancy services and expenses unless explicitly agreed in writing by Fuzzy Orange, are 7 days.
2.4 Payment of all software purchased via Fuzzy Orange (acting as a Reseller), unless stated otherwise, are immediate.
2.5 Payment of all Fuzzy Orange's other services will be within 30 days of invoice unless explicitly agreed otherwise in writing by Fuzzy Orange.
2.6 Fuzzy Orange reserves the right to claim statutory interest at 8% above the Bank of England base rate at the date the debt becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
2.7 Non-delivery or non-performance of services by any third party shall not give the Customer any right to delay any payment to Fuzzy Orange or to make any claim whatsoever against Fuzzy Orange.
2.8 If Fuzzy Orange does not receive payment in full within 30 days of the date of the invoice, it may terminate this Agreement as regards any Service requested by the Customer without further obligation to the Customer.
3. DISCLAIMERS
3.1 Fuzzy Orange can take no responsibility for services provided by third parties through us or otherwise, including but not limited to the Hosting of the Client's Website, although Fuzzy Orange will endeavour to ensure that Website downtime is kept to a minimum.
3.2 Fuzzy Orange takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) attributable to Fuzzy Orange will be corrected free of charge, but Fuzzy Orange reserves the right to charge a reasonable fee for correction of errors for which Fuzzy Orange is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to Fuzzy Orange by the Client.
3.3 Under no circumstances will Fuzzy Orange be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.
4. COMPLETION OF WORK
4.1 Fuzzy Orange warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. Fuzzy Orange will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. Fuzzy Orange will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.
4.2 The Client is to supply all materials and information required for Fuzzy Orange to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client's failure to supply such materials leads to a delay in completion of the work, Fuzzy Orange has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. Where the Client's failure to supply materials prevents progress on the Work for more than 21 days, Fuzzy Orange has the right to invoice the Client for any part or parts of the Work already completed.
4.3 On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Fuzzy Orange, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to Fuzzy Orange as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and all remaining payment under Clause 2.1 Fee Payable will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
4.4 If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by Fuzzy Orange to remedy any points reported by the Client as unsatisfactory, and Fuzzy Orange considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and Fuzzy Orange can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
4.5 Upon completion of 7 day review period, Fuzzy Orange will invoice the Client for the oustanding balance payment in accordance with Clause 2.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 30 days of the date that the invoice was issued.
5. INTELLECTUAL PROPERTY
5.1 All intellectual property rights in materials provided by the Client for the services carried out by Fuzzy Orange remains the Client's property. Subject to this, all intellectual property rights in software, design work or any other materials provided to the Client pursuant to this agreement remain the property of Fuzzy Orange, unless otherwise agreed in writing.
6. RIGHTS AND RESPONSIBILITIES
6.1 Fuzzy Orange reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
6.2 Fuzzy Orange reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
7. FORCE MAJEURE
7.1 Fuzzy Orange shall not be liable to the customer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the company's obligations in relation to the goods, where the delay or failure was due to any cause beyond the company's reasonable control, and without prejudice to the generality of the foregoing the following shall be regarded (without limitation) as causes beyond the companies reasonable control:
7.2.1 Acts of god, explosion, flood, tempest, fire or accident.
7.2.2 War or threat of war, sabotage, insurrection, civil disturbance, or requisition.
7.2.3 Acts, restrictions, regulations, by laws or measures of any kind on the part of any governmental parliamentary or local authority
7.2.4 Import or export regulations or embargoes.
7.2.5 Strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the company or a third party)
7.2.6 Difficulty in obtaining raw materials, labour, fuel, parts or machinery and
7.2.7 Power failure or breakdown in machinery.
8. INTERPRETATION
8.1 This Agreement shall be governed by the laws of Scotland which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Fuzzy Orange and the Client. The said contract is void where prohibited by law.
8.2 Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
8.3 These terms & conditions may change from time to time.