Standard Terms and Conditions

Standard Terms and Conditions

1. DEFINITION OF TERMS

CAMILOO LIMITED – CAMILOO LIMITED having its principal place of business at 138 Tempus Tower, 9 Mirabel Street, M3 1NP.
The Client – the entity which enters into a contract with CAMILOO LIMITED
Domain Name – the root address of a website, e.g. www.webaddress.com. All such names must be registered with the appropriate naming authority, which will usually charge a fee.
Downtime – time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
Host – the company on whose system the Website physically resides.
Link, Hyperlink – a ‘clickable’ link embedded on a web page which may take the form of a graphic or text.
Search Engine – a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
Website – a collection of web pages and associated code which forms an integrated presence.
The Work – the subject matter of the contract between the Client and CAMILOO LIMITED as outlined in appendix ‘Schedule of Works’.
Fee Payable – the amount due for this project and breakdown thereof as outlined in appendix ‘Invoice Schedule and Payment Details’.
2. FEES
2.1
Fee Payable
A breakdown of the total fees payable for this project is attached as ‘Invoice Schedule and Payment Details’. The Completion payment will 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. If a deposit is outlined within ‘Invoice Schedule and Payment Details’, CAMILOO LIMITED 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 any expenses such as domain registration, hosting set up fee, hosting and purchase of themes or other items required in order to complete the project unless stated. 

CAMILOO LIMITED must gain authorisation from the client before making any purchase other than any agreed previously which it intends to invoice the client for including stock photography and graphics / templates.
2.2
Maintenance
If a pre existing service contract is in place between The Client and CAMILOO LIMITED, this clause is void and the terms of the pre existing contract should be honored. Maintenance where the system is found to be at fault due to technical error will be fixed free of charge under a six month system warranty lasting for six calendar months from the signing of this document. Outside of this period OR if the system is found not to be at fault maintenance will be charged at an hourly rate of £30 per hour.
3. DISCLAIMERS
3.1
Third Parties
CAMILOO LIMITED can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client’s Website, although CAMILOO LIMITED will endeavor to ensure that Website downtime is kept to a minimum.
3.2
Maintenance and Correction of Errors
CAMILOO LIMITED takes no responsibility for the functionality or maintenance once outside of the six month time frame outlined in clause 2.2 or outside of any pre existing service contract.
3.3
Consequential Loss
Under no circumstances will CAMILOO LIMITED 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 minimise possible losses as a result of software failure.
3.4
Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. CAMILOO LIMITED is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
4. COMPLETION OF WORK AND PAYMENT
4.1
Completion of Work
CAMILOO LIMITED warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. CAMILOO LIMITED will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. CAMILOO LIMITED will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.
4.2
Supply of Materials
The Client is to supply all materials and information required for CAMILOO LIMITED 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, CAMILOO LIMITED 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, CAMILOO LIMITED has the right to invoice the Client for any part or parts of the Work already completed.
4.3
Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify CAMILOO LIMITED, in writing or via helpdesk ticket to help@camiloo.co.uk or at http://help.camiloo.co.uk , of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to CAMILOO LIMITED 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 the completion payment detailed under Clause 2.1 Fee Payable and ‘Invoice Schedule and Payment Details’ will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
4.4
Rejected Work
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by CAMILOO LIMITED to remedy any points reported by the Client as unsatisfactory, and CAMILOO LIMITED considers that the Client is unreasonable in their repeated rejection of the Work, the contract will be deemed to have expired and CAMILOO LIMITED can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
4.5
Payment
Upon completion of the project, CAMILOO LIMITED will invoice the Client for the completion 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 21 days of the date that the invoice was issued.
4.6
Remedies for Overdue Payment
If payment has not been received by the due date, CAMILOO LIMITED has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, CAMILOO LIMITED has the right to replace, modify or remove the Work and revoke the Client’s licence of the Work until full payment has been received. By revoking the Client’s licence of the Work or removing the web site from the Internet, CAMILOO LIMITED does not remove the Client’s obligation to pay any outstanding monies owing.
5. INTELLECTUAL PROPERTY
5.1
Offers and Proposals
Offers and proposals made by CAMILOO LIMITED to potential clients should be treated as trade secrets and remain the property of CAMILOO LIMITED. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from CAMILOO LIMITED. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2
Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to CAMILOO LIMITED for inclusion on the Website. The conclusion of a contract between CAMILOO LIMITED and the Client shall be regarded as a guarantee by the Client to CAMILOO LIMITED that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of CAMILOO LIMITED and indemnifies the same from any claims or legal actions however related to the content of the Client’s site.
5.3
Domain Name
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify CAMILOO LIMITED, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.
5.4
Licensing
Once CAMILOO LIMITED has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be granted a licence to use the system and its features. A temporary licence will run from date of completion until the date completion payment is due.
5.5
Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which CAMILOO LIMITED or their suppliers owns the copyright, may not be copied, published, distributed, passed or shown to any third parties in any form without prior written consent from CAMILOO LIMITED. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which CAMILOO LIMITED or their suppliers owns the copyright. CAMILOO LIMITED acknowledges the intellectual property rights of the Client. Information passed in written form to CAMILOO LIMITED, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
6. RIGHTS AND RESPONSIBILITIES
6.1
Right to Terminate
CAMILOO LIMITED 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
Events Beyond the Control of CAMILOO LIMITED
CAMILOO LIMITED will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of CAMILOO LIMITED.
6.3
Supply and Pricing of Services
CAMILOO LIMITED 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. INTERPRETATION
7.1
Jurisdiction
This Agreement shall be governed by the laws of The United Kingdom which shall claim venue and jurisdiction for any legal action or claim arising from the contract between CAMILOO LIMITED and the Client. The said contract is void where prohibited by law.
7.2
Survival of Contract
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.
7.3
Change of Terms and Conditions
These terms & conditions may change from time to time. The Client will be informed of revisions as and when they are issued.

CAMILOO LIMITED – CAMILOO LIMITED having its principal place of business at 138 Tempus Tower, 9 Mirabel Street, M3 1NP.

The Client – the entity which enters into a contract with CAMILOO LIMITED

Domain Name – the root address of a website, e.g. www.webaddress.com. All such names must be registered with the appropriate naming authority, which will usually charge a fee.

Downtime – time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.

Host – the company on whose system the Website physically resides.

Link, Hyperlink – a ‘clickable’ link embedded on a web page which may take the form of a graphic or text.

Search Engine – a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.

Website – a collection of web pages and associated code which forms an integrated presence.

The Work – the subject matter of the contract between the Client and CAMILOO LIMITED as outlined in appendix ‘Schedule of Works’.

Fee Payable – the amount due for this project and breakdown thereof as outlined in appendix ‘Invoice Schedule and Payment Details’.

2. FEES

2.1 Fee Payable

A breakdown of the total fees payable for this project is attached as ‘Invoice Schedule and Payment Details’. The Completion payment will 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. If a deposit is outlined within ‘Invoice Schedule and Payment Details’, CAMILOO LIMITED 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 any expenses such as domain registration, hosting set up fee, hosting and purchase of themes or other items required in order to complete the project unless stated. 

CAMILOO LIMITED must gain authorisation from the client before making any purchase other than any agreed previously which it intends to invoice the client for including stock photography and graphics / templates.

2.2 Maintenance

If a pre existing service contract is in place between The Client and CAMILOO LIMITED, this clause is void and the terms of the pre existing contract should be honored. Maintenance where the system is found to be at fault due to technical error will be fixed free of charge under a six month system warranty lasting for six calendar months from the signing of this document. Outside of this period OR if the system is found not to be at fault maintenance will be charged at an hourly rate of £50 per hour.

3. DISCLAIMERS

3.1 Third Parties

CAMILOO LIMITED can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client’s Website, although CAMILOO LIMITED will endeavor to ensure that Website downtime is kept to a minimum.

3.2 Maintenance and Correction of Errors

CAMILOO LIMITED takes no responsibility for the functionality or maintenance once outside of the six month time frame outlined in clause 2.2 or outside of any pre existing service contract.

3.3 Consequential Loss

Under no circumstances will CAMILOO LIMITED 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 minimise possible losses as a result of software failure.

3.4 Status and Duration of Offers

Proposals and offers are valid for a period of one month from the date issued. CAMILOO LIMITED is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.

4. COMPLETION OF WORK AND PAYMENT

4.1 Completion of Work

CAMILOO LIMITED warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. CAMILOO LIMITED will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. CAMILOO LIMITED will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.

4.2 Supply of Materials

The Client is to supply all materials and information required for CAMILOO LIMITED 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, CAMILOO LIMITED 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, CAMILOO LIMITED has the right to invoice the Client for any part or parts of the Work already completed.

4.3 Approval of Work

On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify CAMILOO LIMITED, in writing or via helpdesk ticket to help@camiloo.co.uk or at http://help.camiloo.co.uk , of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to CAMILOO LIMITED 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 the completion payment detailed under Clause 2.1 Fee Payable and ‘Invoice Schedule and Payment Details’ will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.

4.4 Rejected Work

If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by CAMILOO LIMITED to remedy any points reported by the Client as unsatisfactory, and CAMILOO LIMITED considers that the Client is unreasonable in their repeated rejection of the Work, the contract will be deemed to have expired and CAMILOO LIMITED can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.

4.5 Payment

Upon completion of the project, CAMILOO LIMITED will invoice the Client for the completion 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 21 days of the date that the invoice was issued.

4.6 Remedies for Overdue Payment

If payment has not been received by the due date, CAMILOO LIMITED has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, CAMILOO LIMITED has the right to replace, modify or remove the Work and revoke the Client’s licence of the Work until full payment has been received. By revoking the Client’s licence of the Work or removing the web site from the Internet, CAMILOO LIMITED does not remove the Client’s obligation to pay any outstanding monies owing.

5. INTELLECTUAL PROPERTY

5.1 Offers and Proposals

Offers and proposals made by CAMILOO LIMITED to potential clients should be treated as trade secrets and remain the property of CAMILOO LIMITED. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from CAMILOO LIMITED. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.

5.2 Warranty by Client as to Ownership of Intellectual Property Rights

The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to CAMILOO LIMITED for inclusion on the Website. The conclusion of a contract between CAMILOO LIMITED and the Client shall be regarded as a guarantee by the Client to CAMILOO LIMITED that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of CAMILOO LIMITED and indemnifies the same from any claims or legal actions however related to the content of the Client’s site.

5.3 Domain Name

Any Domain Name obtained will belong to the Client. The Client agrees to indemnify CAMILOO LIMITED, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.

5.4 Licensing

Once CAMILOO LIMITED has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be granted a licence to use the system and its features. A temporary licence will run from date of completion until the date completion payment is due.

5.5 Trade Secrets

Any code that is not freely accessible to third parties and not in the public domain, and to which CAMILOO LIMITED or their suppliers owns the copyright, may not be copied, published, distributed, passed or shown to any third parties in any form without prior written consent from CAMILOO LIMITED. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which CAMILOO LIMITED or their suppliers owns the copyright. CAMILOO LIMITED acknowledges the intellectual property rights of the Client. Information passed in written form to CAMILOO LIMITED, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.

6. RIGHTS AND RESPONSIBILITIES

6.1 Right to Terminate

CAMILOO LIMITED 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 Events Beyond the Control of CAMILOO LIMITED

CAMILOO LIMITED will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of CAMILOO LIMITED.

6.3 Supply and Pricing of Services

CAMILOO LIMITED 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. INTERPRETATION

7.1 Jurisdiction

This Agreement shall be governed by the laws of The United Kingdom which shall claim venue and jurisdiction for any legal action or claim arising from the contract between CAMILOO LIMITED and the Client. The said contract is void where prohibited by law.

7.2 Survival of Contract

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.

7.3 Change of Terms and Conditions

These terms & conditions may change from time to time. The Client will be informed of revisions as and when they are issued.