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Terms & Conditions
For Services Rendered
1. GENERAL
1.1 These conditions apply to
all present and future transactions for the supply of services
by Incognita Enterprises to the exclusion of any terms and conditions
stipulated by the Client in any other agreement.
1.2 These conditions, the quotation
and the invoice constitute the entire agreement between Incognita
Enterprises and the Client for the supply of services. The employees
or agents of Incognita Enterprises are not authorised to make
any representations concerning the services unless confirmed
by Incognita Enterprises in writing. The Client acknowledges
that it does not rely upon and waives any claim for breach of
any representations which are not so confirmed.
1.3 These conditions may not
be varied other than in writing by Sally McLean.
2. DEFINITIONS
"Work" means the work which Incognita Enterprises has
agreed to carry out or the services which Incognita Enterprises
has agreed to carry out in the quotation and shall include the
supply to the Client of any website, domain name, artwork, or
any other goods or services.
3. SUPPLY
3.1 On receipt by Incognita
Enterprises of acceptance of the quotation by the Client Incognita
Enterprises agrees to accept the work in accordance with the
quotation.
3.2 Any advice or recommendation
given by Incognita Enterprises to the Client as to the application
or use of the Work is followed or acted upon entirely at the
Client's own risk and Incognita Enterprises shall not be liable
for any consequences arising from any such advice or recommendation.
4. DELIVERY & PAYMENT
4.1 Delivery of work shall be
accepted when tendered and thereon or if earlier on notification
that the work has been completed, payment shall become due.
4.2 On receipt by Incognita
Enterprises of acceptance of the quotation by the Client the
Client agrees to accept the work in accordance with the quotation.
4.3 Any advice or recommendation
given by Incognita Enterprises to the Client as to the application
or use of the Work is followed or acted upon entirely at the
Client's own risk and Incognita Enterprises shall not be liable
for any consequences arising from any such advice or recommendation.
4.4 Unless otherwise specified
the price is for delivery of the work to the Client's address
as set out in the quotation. A charge may be made to cover any
extra costs involved for delivery to a different address.
4.5 Should expedited delivery
be agreed Incognita Enterprises reserves the right to charge
an additional sum.
4.6 Any dates quoted for the
completion of Work by Incognita Enterprises are approximate only
and Incognita Enterprises shall not be liable for any delay howsoever
caused.
5. TERMS
5.1. Incognita Enterprises shall
be entitled to invoice the Client for all work undertaken on
or at any time after payment shall become due.
5.2 Payment shall unless otherwise
agreed in writing be made in full without any deduction or set-off
within 7 days of the date of the invoice.
6. WEB SITE LINK
6.1 The Client shall allow Incognita
Enterprises when carrying out the work to permanently insert
into the source code comments Incognita Enterprises' name, author's
name and URL.
6.2 The Client shall allow Incognita
Enterprises after completing the Work to permanently insert into
Incognita Enterprises' own website a link to the work on the
Clients' website.
7. CANCELLATION OR DELAY
7.1 Should the Client change,
reject, cancel or stop any or all of the provisions contained
in the quotation then Incognita Enterprises shall be entitled
to charge for all or any work already carried out in accordance
with the terms of the quotation or any further instructions from
the Client including labour and any other additional costs, charges
or expenses incurred by Incognita Enterprises as a result of
the cancellation.
7.2 Should Work be suspended
at the request of or delayed through any default of the Client
for a period of 30 calendar days, Incognita Enterprises shall
then be entitled to payment for all or any work already carried
out in accordance with the terms of the quotation or any further
instructions from the Client including labour, materials used
or specifically ordered on the Client's behalf and any other
additional costs including storage.
8. OWNERSHIP & RISK
Services supplied by Incognita Enterprises will remain Incognita
Enterprises' property until the Client has paid for them and
discharged all other debts owing to Incognita Enterprises, in
particular all files used in the production of client websites
remain the property of Incognita Enterprises until full payment
is received. Incognita Enterprises reserves the right to terminate
the hosting (if provided) or remove all files from web space
if hosting is not provided of any client website if full payment
is not received within the terms of invoice.
9. LIMITATIONS OF LIABILITY
9.1 While Incognita Enterprises
makes reasonable endeavours to carry out its obligations, Incognita
Enterprises shall not be liable in contract or tort or under
any head of legal liability for any damages, costs, claims, expenses
or interest arising out of the performance or alleged non-performance
of work to be undertaken in accordance with the quotation or
these terms and conditions by Incognita Enterprises and in particular
(without limiting the foregoing) shall not save where otherwise
required by law or Order of the Court accept liability for:
(a) consequential loss or damage
of any kind including loss of turnover, sales, revenue or profits
unless the type of loss or damage was specifically drawn to the
attention of Incognita Enterprises at the date of the quotation.
(b) any claim for an amount
in excess of the agreed price.
9.2 Insofar as is permitted
by law where work is defective for any reason, including negligence,
Incognita Enterprises' liability (if any) shall be limited to
rectifying such defect. Where Incognita Enterprises performs
its obligations to rectify defective work under this condition
the Client shall not be entitled to any further claim in respect
of the work done nor shall the Client be entitled to any further
claim in respect of the work done nor shall the Client be entitled
to treat delivery thereof as a ground for repudiating the contract,
failing to pay for the work or cancelling further deliveries.
10. SPECIFICATIONS AND COPYRIGHT
10.1 The Client shall be responsible
for ensuring the accuracy of any specifications submitted by
the Client and for supplying any specifications or information
relating to the Work within a sufficient time to enable Incognita
Enterprises to complete the Work in accordance with its terms.
10.2 The Client shall indemnify
Incognita Enterprises against all loss, damages, costs and expenses
awarded against or incurred by Incognita Enterprises in connection
with, or paid or agreed to be paid by Incognita Enterprises in
settlement of any claim for infringement of Patent, Copyright,
design, Trademark or industrial or intellectual property rights
of any other person which results from Incognita Enterprises
use of the Client's specification.
10.3 The Client shall ensure
that any necessary permissions, authorisations, licences or consents
are obtained at its own expense prior to the Work being carried
out and shall indemnify the Client against all loss, damages,
costs and expenses awarded against or incurred by Incognita Enterprises
in connection with any claim arising as a result of the Client's
failure to obtain any such permissions.
10.4 Copyright/ownership of
the product is retained by Incognita Enterprises until payment
is made in full at the contracted price.
10.5 The Client shall continue
to own sole copyright of any text or graphics provided to Incognita
Enterprises in connection with the Work that are unique and exclusive
to the Client once the above has been settled.
10.6 Incognita Enterprises shall
own and continue to own sole copyright of any language, HTML,
java script, meta content or key words, graphics, scripts or
other creative work produced by Incognita Enterprises as part
of the works. Upon receipt of the final payment due under the
terms of the quotation the Client shall receive ownership of
any text, images and custom built scripts within the website.
11. INSOLVENCY
Without prejudice to other remedied, if the Client becomes insolvent
(that is if it is unable to pay its debts or has a winding up
petition issued against it or has a receiver, administrator or
administrative receiver appointed to it) Incognita Enterprises
shall have the right not to proceed further with any work for
the Client and shall be entitled to charge for work already carried
out (whether completed or not) and material purchased for the
Client, such charge to be an immediate debt due to Incognita
Enterprises and any unpaid invoices shall become immediately
due for payment.
12. CONFIDENTIALITY
The Client shall keep in confidence any information of a confidential
nature relating to the quotation obtained from Incognita Enterprises
and must not disclose such information to any other purchaser
without Incognita Enterprises' prior written consent provided
that this restriction does not apply to information which is
already in the public domain, lawfully obtained from a third
party which is free to disclose required to be disclosed by law
or a competent authority in the lawful possession of the Client
prior to disclosure. The restrictions in this paragraph shall
survive the termination or expiry of this contract.
13. DOMAIN NAME REGISTRATION
13.1 Incognita Enterprises does
not carry out any investigation as to whether the Client is entitled
to register or have any rights to the Domain Name. By registering
the Domain Name Incognita Enterprises is not acknowledging that
the Client has any rights in the name comprised in the Domain
Name and Incognita Enterprises is not authorising the Client
to use the Domain Name in the course of trade. Whilst Incognita
Enterprises shall use its reasonable endeavours to register any
requested Domain Name it is unable to guarantee registration
of the same. Confirmation of registration shall be given by Incognita
Enterprises to the Client as soon as possible. Until that time
the Client cannot assume that registration has been effected.
13.2 Incognita Enterprises accepts
no on-going responsibility for re-registering the Domain Name
after the initial registration period has expired, nor does it
accept responsibility for ensuring that the Domain Name remains
in force during the initial registration period.
13.3 The Client shall indemnify
Incognita Enterprises against all loss, damages, costs and expenses
awarded against or incurred by the Client in connection, or paid
or agreed to be paid by Incognita Enterprises in settlement of
any claim for infringement of the rights of any third party in
applying for the internet Domain Name or for acting for the Client
in connection with such application.
13.4 Incognita Enterprises acts
as the Client's agent only. The Contract for registration of
the Domain Name shall be or shall be deemed to be between the
Client and the naming authority.
14. FORCE MAJEURE
Incognita Enterprises shall not be liable in respect of any shortage
or failure to supply where such shortage of or failure is due
to act of God or any other reason beyond the control of Incognita
Enterprises and Incognita Enterprises in such circumstances will
not be liable in respect of any consequential loss to the Client. |
