| 1. |
Scarlet's Quote, Agreement Letter
and attachments can not be varied without
the signature of a Scarlet Director. The Agreement
Letter with the terms form the entire agreement
between Scarlet and the client. |
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| 2. |
Scarlet will require a non-refundable deposit
payment from the client before any work commences.
The deposit shall be 10% of the total contract
value subject to a minimum of £500. Client
will pay all sums due to Scarlet within 14
days unless a shorter period is specified
and time is of the essence in respect of payment
of sums to Scarlet by the client. |
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| 3. |
Scarlet Internet reserve the right to cancel
any agreement prior to cleared funds in settlement
of the deposit being in their bank account. |
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| 4. |
Scarlet may require other interim payments
if the contract is of sufficient size and
these will be included within the contract
details schedule or contract agreement letter.
If such payments are required work on the
project will cease if such payments become
overdue. Any such additional payments will
also be non-refundable. |
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| 5. |
Where an Internet domain name is to be registered
on behalf of the client whilst it may be registered
in the name of the client it will only become
the client's property once Scarlet has received
from the client all sums due to Scarlet under
any contract. This may necessitate the completion
of transfer forms which will be provided by
Scarlet. Any domain name will only be registered
once a signed copy of the agreement has been
returned and the relevant deposit payment
cleared through Scarlet's bank. |
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| 6. |
If web site hosting is to be provided this
will commence on the same day as the domain
name registration, or domain name transfer
in the case of a domain name already having
been registered by the client, is effected.
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| 7. |
If web site hosting is to be provided by
Scarlet then such hosting is for an initial
period of one year, unless specifically stated
to the contrary, and is automatically renewed
unless one calendar month's written notice
is received by Scarlet prior to the anniversary
of the commencement of hosting facilities.
Proof of posting will not be accepted as proof
of delivery. Current renewal fees will be
published on the Scarlet web site or are available
upon request. |
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| 8. |
Scarlet reserve the right not to transfer
any domain name to a new host in the month
prior to the domain name's renewal date. If
a domain name transfer is agreed by Scarlet
within the month prior to the renewal date,
Scarlet reserve the right to levy an administration
fee equal to their current charge for a two
year renewal of the domain name and such fee
must be settled prior to the domain name transfer
being effected. |
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| 9. |
Scarlet will not be liable for any loss
suffered by the client caused by the actions
of any third party or for any loss suffered
by the client caused by events not in Scarlet's
reasonable control. Save in respect of death
or personal injury caused by Scarlet's negligence,
Scarlet's liability to the client arising
out of Scarlet's breach of contract or negligence
will be limited to the cost of the project
as set out in Scarlet's Agreement Letter.
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| 10. |
Scarlet shall use such images and text as
are provided by the client on the assumption
that the client has all necessary legal permissions
to use them. If this is not the case Scarlet
shall in no way be liable and the client will
indemnify Scarlet against any claims and the
costs involved in dealing with any claim. |
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| 11. |
If the client is unable to provide text
copy in a digital format acceptable to Scarlet,
Scarlet retain the right to charge for the
services of a copy writer over and above the
contract value. Such charges will be made
at the cost incurred by Scarlet plus 15% to
cover administration. Scarlet will advise
the client before employing such services
and the client shall have the opportunity
to provide the text copy in a format acceptable
to Scarlet. |
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| 12. |
Scarlet may at their discretion publish
draft versions of the web site or other design
material to a sub section of their domain
name scarletinternet.com or other domain names
which they own in order for the client to
review the project. At this stage all designs
are the property of Scarlet and any copying,
distribution, etc. is expressly forbidden
without the prior written consent of Scarlet,
such consent to be signed by a Company Director
of Scarlet. |
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| 13. |
Upon completion of the site the client shall
be required to sign a satisfaction statement.
A final invoice will then be issued and will
be due for payment within seven days from
the date of the invoice. |
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| 14. |
Any custom programming/source code or programming
for source code utilised in or developed for
the production of deliverables for the client
shall remain the property of Scarlet and may
be used for other Scarlet projects or sold
to other parties at Scarlet's discretion.
Once the satisfaction letter has been signed
and full payment has been received and cleared
through Scarlet's bank account the front-end
project deliverables as provided in Scarlet's
Agreement Letter will become the property
of the client. The client shall have a non-exclusive
non-transferable licence to use custom programming/source
code or programming for source code utilised
in or for such deliverables but only in respect
of operation/modification or development of
the web-site or other deliverables and not
for any other purpose including without limitation
assignment of such licence or sub-licensing.
If the project is Internet based then it will
be transferred to the client's domain name
and web space. If the project is of some other
type then it will be handed over to the client.
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| 15. |
Once the satisfaction letter has been signed
Scarlet shall not be liable for any claims
made upon the client as a result of the web
site or other material produced by Scarlet,
its agents or subcontractors. The client shall
not be able to make any claims on Scarlet
once the satisfaction letter has been signed. |
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| 16. |
If payment is not received by the due date
set in Scarlet's invoice(s) Scarlet reserve
the right to charge interest at 5% above the
base rate of Barclays Bank Plc. |
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| 17. |
Scarlet may withdraw any service or published
web site if payment is not received by the
due date. |
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| 18. |
The ongoing maintenance or updating of the
web site is excluded from this agreement.
If Scarlet are required to maintain or update
the web site then this will be covered by
a supplemental agreement at an agreed rate
of £60 per hour. |
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| 19. |
Scarlet shall have the right to tag the
project so as to make it clear that it is
they who designed it. Where possible such
tags will take the form of a hyperlink which
links back to the Scarlet web site. |
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| 20. |
Scarlet may actively promote or publicise
any project that they produce for their own
marketing or sales activities.
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| 21. |
All prices/rates will be subject to the
addition of VAT at the currently prevailing
rate. |
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| 22. |
Any reference to dates for delivery/completion
are estimates only and failure by Scarlet
to meet any dates will not create any liability.
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| 23. |
This agreement shall be governed by English
law and the client agrees to submit to the
non-exclusive jurisdiction of the courts of
England and Wales. |
