Services covered by this Statement of Work:
- Consultancy and Training
- Educational Technology / Course Design
- Web Design
- Web Development
- Digital communication, Marketing & Strategy
- Search Engine Marketing (SEO, SEM)
- Project Management
- Product Seeding, Word Of Mouth and Buzz Marketing
Note: Website hosting, domain names and email accounts are not covered by this Statement of Work. See separate website hosting terms and conditions.
1. Ordering Process
1.2 The Client shall request in writing (or email) for specific services (“Services”) to be undertaken by the Company (“Order”).
1.3 No Order shall become effective until a confirmation (“Order Confirmation”) has been sent to the Client by the Company. The Order Confirmation shall include a reference for the Order (“Job Reference”). The Job Reference should be quoted in all correspondence relating to the Order.
1.4 Any Order or Order Confirmation sent in accordance with this Statement of Work shall form part of the Agreement and any reference in the Terms to “Statement of Work” shall be deemed to include the Order or Order Confirmation
2.1 Estimates, quotations or proposals shall not be binding, unless they are included or confirmed in the Order Confirmation.
2.2 In respect of any Order placed under this Statement of Work, the Company’s fees for the Services shall be those specified in the Order Confirmation.
3.1 For the avoidance of doubt, Clause 6 of the Terms shall not apply to this Agreement.
3.2 Any reference to writing in this Statement of Work shall be deemed to include electronic mail.
Subject to our terms of business
TERMS OF BUSINESS
Associate means any software consultancy firm, company or individual that the Company may employ to work on the Project
Client means the person specified as the client in the Statement of Work
Company means Audana Limited (Company Number 6528264)
Due Date means the date specified for the payment of fees in this Agreement
Initial Payment means the initial payment as specified in the Statement of Work
Project Deadline means the expected completion deadline for the Project
Services means the services defined in Statement of Work
Specification means the Services and the Products that the Company will provide the Client as specified in the Statement of Work
Statement of Work means the document titled “Audana Ltd Statement of Work”
Products means the products defined in the Schedule
2.1 These Terms of Business (“Terms”) and the Statement of Work (together with any document specifically referred to in these Terms as constituting part of the Agreement) shall constitute the entire agreement (“Agreement”) between the parties in relation to the provision of Services and Products that the Company provides, sells or supplies to the client. No representation, warranty or other statement (whether in writing or otherwise) made by the Company shall be of any effect (and is expressly disclaimed by the Company) unless it has been specifically reduced into writing and set forth in the Terms or Statement of Work.
2.2 The Terms and Statement of Work must be signed by a director of the Company and a director or partner of the Client or some other person with the appropriate authority on behalf of the Client.
2.3 In the event of any conflict between the Terms and the Statement of Work, the Statement of Work shall take precedence over the Terms.
2.4 This Contract supersedes any and all previous agreements entered into between the parties.
3. Services and Products
3.1 The company will provide or supply the Products or Services specified in the Statement of Work to the Client.
4. Responsibilities of the Company
The Company shall provide the necessary computer equipment, communications facilities, software tools, stationery and other consumables that the Company requires to perform the Services.
4.2 Safe-keeping of Documents and other Products
The Company shall be liable for any loss or damage to any documents, project-specific software and other products in its possession during the Project solely caused by the Company’s negligence.
4.3 Supervision of the Company’s staff and/or sub-contractors
The Company may assign any of its staff or Associates it considers appropriate to work on the Project and the Company shall be responsible for the conduct and the quality of work carried out by its own staff and that of its Associates on the Project.
5.1 The Company and the Client agree to treat any information received from the other which is confidential or proprietary in nature, or which is specified by the party providing the information as being confidential, with the same degree of care and diligence with which they treat their own information that is of a confidential and proprietary nature and shall not disclose the same to any person, firm or company without the disclosing party’s consent unless required by law. The provisions of this clause shall survive the termination of the Agreement, but the restrictions contained in this clause shall cease to apply to any information which is in the public domain.
6.1 If so specified in the client’s Order, the Company shall provide its Services by providing the number of hours and for the monthly fees specified in the Statement of Work (“Retainer”)
6.2 If in any month, the amount of hours that the Company spends providing the Services under a Retainer shall be less than the number of hours specified in the Order Confirmation, any whole hours which have not been used in that month shall not be rolled forward to any following months.
6.3 If the Client requires any work to be completed under a Retainer, it shall give not less that seven (7) days written notice to the Company (except in the case of emergency) specifying the work required to be carried out. In the case of emergency, the Company shall use its reasonable endeavours to complete the work in the shortest time required, but shall not be liable for failing to do so. The Company reserves the right to make a reasonable surcharge for emergency work.
6.4 If in any month, the Services provided to the Client shall exceed the number of hours specified in the Order Confirmation, the Client shall pay for any additional hours, or part thereof, at the following rates specified in the Schedule.
7. Copyright and Intellectual Property
7.1 Subject to Clauses 7.2 and 7.3, all copyright, patents, trademarks and other intellectual property produced by the Company for the Client under this Agreement which is the property of the Company shall remain the property of the Company until all monies due to the Company under this Agreement have been paid, and upon the Company receiving all outstanding monies, the Company shall assign all such intellectual property rights to the Client.
7.2 The copyright in any software produced during the Project (including any modifications of any software) or the Products which belongs to the Company shall at all times remain the property of the Company and the Company shall grant a perpetual, non-exclusive licence of such copyright to use such software for the Project.
7.3 If the copyright or other intellectual property in the Products provided to the Client is the property of any third party and is held by the Company under licence (the “Master Licence”), the Company shall licence such copyright or intellectual property to the Client on the same terms as the Master Licence, provided that such licence is not prohibited under the Master Licence.
8.1 The Company will charge the Client for the Services and the Products provided at the fees specified in the Order Confirmation, plus VAT at the applicable rate.
8.2 The Client shall pay the company by the hour for any additional work that the Company carries out which falls outside the agreed Specification at the rates defined in the Schedule.
8.3 Where the Company so requires, the Client shall pay the Company the Initial Payment on acceptance by the client of the Statement of Work. The Client shall make further payments as outlined in the Statement of Work. The balance of the Company’s fees shall then be paid within 14 days of the Company raising an invoice for such fees.
8.4 If the Company does not require the payment of an Initial Payment under Clause 8.3, the Client shall pay the Company’s fees within 14 days of receipt of an invoice for such fees.
8.5 Where the Company’s fees have increased during the course of the Project, the client shall pay such increase within 14 days of receipt of an invoice for the balance of such increased fees.
8.6 If the Company is providing Services under a Retainer, the Company shall invoice the Client every 30 days and the Client shall pay the Company’s fees within 14 days of receipt of such invoice unless an alternative arrangement has been agreed in the Statement of Work.
8.7 Where the Company processes payments on behalf of the Client for services from third parties, such as advertising or hosting fees, there shall be a 10% handling fee applied.
9. Project Scope
9.1 If the Client or the Company wishes to change the Specification or the amount of time to be spent on any part of the Project (as specified in the Statement of Work), the Client or Company (as the case may be) shall give notice to the other party of the change it wishes to make.
9.2 If a notice is given under Clause 9.1 by either party, the Company shall inform the Client of the impact of the proposed change on the functionality of the Project, any increase in the fees payable for the Project or any anticipated delay to the Project Deadline.
9.3 If the Client accepts the impact of the proposed change notified to it under Clause 9.2, the change and its impact on the functionality of the Project, any increase in the fees payable for the Project and any anticipated delay to the Project Deadline shall be set out in a written document which shall be executed by a director of the Company and a director or partner of the Client or some other person with the appropriate authority on behalf of the Client, which document shall also form part of this Agreement.
10.1 Products and services produced by the Company
10.1.1 The Company warrants that the Services will be provided with reasonable skill and care.
10.1.2 The Company gives no warranty in respect of the products save as may be set out in the Statement of Work.
10.1.3 The Company accepts no responsibility or liability for any damage, costs or any losses incurred by the Client in the operation and running of the Products or the Services save as may be set out in the Specification.
10.1.4 THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE.
10.2 Products and Services procured for the Client by the Company
10.2.1 The Company will not be liable for any defects in the Products or Services supplied by any third party or procured for the Client by the Company from any third party, except insofar as the Company has the benefit of any warranties as to the Products and/or Services from that third party, in which case the Company will make all reasonable efforts to assign to the Client all such warranty rights, and the Client’s sole claim to redress for any defects in those products or services will be against the original supplier(s).
10.2.2 Notwithstanding Clause 10.1.1, where the Company provides search engine optimisation services, the Company shall not be liable for the treatment, categorisation or ranking of the Client’s website by any search engine, including without limitation where the Client’s website is blacklisted or banned from any search engine. For the avoidance of doubt, the Company does not guarantee that any estimated or projected results of the search engine optimisation services which are provided by the Company (whether or not they are included in the Statement of Work) will in fact be achieved.
10.3 Browser compatibility
The Company shall not be liable for the incompatibility of any website pages created during the Project with any browser products or versions of browser products unless such browser products are specifically referred to in the Statement of Work.
11. Limitation of Liability
11.1 Any claim under this Agreement by the Client shall be notified to the Company within 28 days from the date of provision of the Services and/or Products. If the Client does not notify the Company of its claim in accordance with this clause, the Customer shall have no liability under this Agreement, and the Client shall be bound to pay the Company’s fees as if the Services and/or Products had been performed or delivered in accordance with this Agreement.
11.2 UNDER NO CIRCUMSTANCES SHALL THE LIABILITY OF THE COMPANY UNDER OR IN CONNECTION WITH THE AGREEMENT EXCEED THE AMOUNT PAID TO THE COMPANY BY THE CLIENT UNDER THIS AGREEMENT (OR THE AMOUNT PAID TO THE COMPANY BY THE CLIENT IN THE PREVIOUS 12 MONTHS, IF THE SERVICES AND/OR PRODUCTS WERE SUPPLIED UNDER A RETAINER).
11.3 THE COMPANY SHALL NOT BE LIABLE TO THE CLIENT BY REASON OF ANY REPRESENTATION (UNLESS FRAUDULENT), OR ANY IMPLIED WARRANTY, CONDITION OR OTHER ITEM, OR ANY DUTY AT COMMON LAW, OR UNDER THE EXPRESS TERMS OF THE CONTRACT, FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE (WHETHER FOR LOSS OF PROFIT OR OTHERWISE), COSTS, EXPENSES OR OTHER CLAIMS FOR COMPENSATION WHATSOEVER (WHETHER CAUSED BY THE NEGLIGENCE OF THE COMPANY, ITS EMPLOYEES OR AGENTS OR SUB-CONTRACTORS OR OTHERWISE) WHICH ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
12. Project Deadline
12.1 Any date specified in the Statement of Work as the Project Deadline shall be advisory only, and the Company shall not be liable for any failure to complete the Project by the Project Deadline or any extension of the Project Deadline.
13. Termination of Contract
13.1 This Agreement will terminate when the Project has been completed or the Agreement has been terminated for any reason specified in Clause 13, whichever is the earlier.
13.2 Either party may terminate the Agreement immediately on written notice to the other party if the other party has become bankrupt or insolvent or is the subject of any winding up proceedings (not being a members’ voluntary winding-up for the purposes of reconstruction or amalgamation) or is the subject of an appointment of a receiver, administrative receiver or administrator.
13.3 If the Client fails to pay any of the Company’s fees and expenses within 14 days of the due date, the Company may terminate this Agreement immediately on written notice.
13.4 Without prejudice to Clause 13.3, if either party is in material breach of this Agreement, and fails to remedy such breach within 14 days of written notification of the breach from the other party, that other party may terminate this Agreement immediately on written notice.
14. Consequences of Termination
14.1 In the event that this Agreement is terminated under Clause 13, the Company will invoice the Client for Services it has performed and Products it has supplied to the Client up to and including the day of termination and the Client shall be liable to pay the fees due plus VAT as specified in the invoice.
14.2 On the payment of all the Company’s outstanding fees and expenses to the Company which the Company has invoiced the Client, the Company shall transfer all copyright and other intellectual property or grant licences for copyright as per clause 7, even if such copyright or other intellectual property is in materials that are provisional or incomplete.
15. Resolution of disputes
15.1 If any dispute shall arise between the parties as to the meaning of this Agreement or any matter or thing arising out of or connected with this Agreement then it shall be referred to the determination of an arbitrator to be appointed by agreement of the parties or (in default of agreement) to be nominated by the President for the time being of the Chartered Institute of Arbitrators. The costs of such arbitration shall be borne equally by the parties. The arbitrator shall act as expert and not as arbitrator and his decision shall be final and binding upon the parties.16. General
15.1 Neither party shall be liable for any default arising due to any act beyond their control, including, but not limited to, acts of God, war, terrorist action, strike, lockout, industrial action, fire, flood, drought, tempest or failure of any telecommunications system.
15.2 This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.
15.3 This Agreement is personal to the Client and the Client shall not assign or transfer or purport to assign or transfer to any other person any of its rights or subcontract any of its obligations thereunder.
15.4 No waiver by the Company of any breach of this Agreement by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.5 If any provision of the Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected thereby.
15.6 Any notice to be served on either of the parties by the other shall be sent by pre-paid recorded delivery or registered post or by fax and shall be deemed to have been received by the addressee within seventy-two (72) hours of posting or twenty-four (24) hours if sent by facsimile transmission to the correct facsimile number (with correct answer back) of the addressee.
15.7 Headings in this Agreement are for convenience only and shall not affect the interpretation of those documents.
16. Late fees
16. Late fees shall be applied at a rate of 10% for all outstanding invoices.