General terms

16th December 2014

  1. Parties

    1. This agreement is between The Dextrous Web Ltd, a company registered in England and Wales under number 6617101, trading as “dxw”, and the organisation or person specified on the order summary accompanying this document.
  2. Definitions

    The Work is a specific set of activities (carried out by dxw for a fee) with a tangible outcome.
    Feedback Period
    The Feedback Period is the amount of staff time available to make small changes and amendments to the Work after we believe it is complete.
    Required Materials
    Required Materials are things that dxw needs in order to complete the Work or part of it, including but not limited to images, text content, licences, consents, or clear instructions.
  3. Proposal

    1. Before starting the Work, dxw will provide a proposal.
    2. The proposal dxw provides will contain:

      1. A description of the Work;
      2. An indication of when the Work will begin and end;
      3. An estimate of how much staff time the Work will require;
      4. Our fees;
      5. Any other information that we have agreed must be recorded and agreed prior to the commencement of the Work.
  4. The Work

    1. dxw will complete the Work as described in the proposal.
    2. At any time, you may request that some aspect of the Work be changed. dxw will make reasonable efforts to comply with that request.
    3. If the Work changes, dxw may charge additional fees. We will agree any such fees with you before proceeding further with the Work.
    4. When we believe the Work has been completed, we will show you the Work, and ask for your feedback.
    5. If you send us feedback, we will (at no extra charge) spend more time on the Work, up to a maximum of 15% of the staff time estimated in the proposal.
    6. If you require further changes after this time has been spent, dxw will provide a proposal for a new piece of Work.
  5. Required Materials

    1. In order to complete the Work, there will occasionally be Required Materials that you must provide.
    2. You must provide Required Materials as soon as is reasonably practical.
    3. If dxw does not have the Required Materials promptly, we may not be able to complete the Work within the deadlines specified in the proposal.
  6. Subcontracting

    1. At dxw’s sole discretion, freelancers or contractors may be used in place of dxw employees in order to complete some or all of the Work.
    2. dxw will not outsource the Work without your prior agreement, which must not be unreasonably withheld or delayed.
  7. Quality

    1. dxw will deliver the Work to a professional standard.
    2. dxw is insured against professional negligence to a value of £2,000,000 (the “insured sum”). We would be willing to negotiate an increase in the insured sum on condition that we were able to pass on any corresponding increase in the premium.
  8. Limitation of liability

    1. dxw cannot guarantee perfect reliability.
    2. dxw will deliver Work that is as robust and reliable as is reasonably practical.
    3. dxw will not be liable for any loss of profits or reputation that you suffer, directly or indirectly, as a consequence of the Work.
    4. You agree that it is your responsibility to ensure that you put in place measures that make you able to operate in the event of any such failure. dxw can work with you to design or implement such measures at your request for an agreed fee.
    5. Nothing in this agreement should be read as excluding our liability for death or personal injury caused by our negligence.
    6. In any event, dxw’s total liability under this agreement is limited to the lesser of:

      1. The fee for the Work.
      2. The insured sum.
  9. Confidentiality

    1. dxw believe that it is best to be open.
    2. dxw will generally not keep the details of the Work confidential, including but not limited to:

      1. The fact that dxw has a commercial relationship with you;
      2. The nature and goals of the Work;
      3. The Work’s likely completion date(s);
      4. The fee for the Work.
    3. However, dxw do regard the following as confidential:

      1. The specific content of documents or copy that will be published on any of your websites that is not yet publicly available, most especially the content of forthcoming strategy or policy announcements;
      2. Personal data dxw acquires during the course of the Work;
      3. The content or existence of any document you send to us that is protectively marked.
    4. If you have additional confidentiality requirements, you must tell us in writing as soon as is reasonably practical.
  10. Intellectual property

    1. Intellectual property in the Work that is created by us shall belong to dxw.
    2. We grant you a perpetual, irrevocable, non-exclusive, royalty-free licence to use the Work in any manner you see fit.
    3. The Work may contain intellectual property owned by third parties. We will take all reasonable steps to ensure that any such intellectual property is licensed in such a way that you are able to make use of the Work as you see fit.
    4. dxw may place links or representative screenshots of the Work along with your name or logos on a dxw website or within other promotional material. To the extent that these materials are owned by you, you agree to grant us a perpetual, irrevocable, non-exclusive, royalty-free licence that authorises this use.
  11. Payments

    1. dxw will issue invoices for the Work on completion, or at intervals as described in the proposal.
    2. Invoices are payable within 14 days.
    3. dxw may charge interest on overdue invoices at 5% over the Barclay’s Bank base rate.
    4. You shall make payment by BACS transfer or (if agreed in advance with dxw) credit or debit card. dxw does not accept cheques.
    5. Credit and debit card payments are subject to a 2.5% fee.
    6. VAT (where applicable) is payable on, and in addition to, all sums due under this agreement.
    7. dxw issues invoices by email. If you require a paper invoice to be issued, dxw may charge an additional fee.
  12. Circumstances beyond our control

    1. dxw will not be liable for any failure caused by industrial action or other circumstances beyond our reasonable control.
  13. Changes to these terms

    1. dxw may vary these terms at any time upon giving you prior written notice.
    2. If any proposed change in these terms puts you at a material disadvantage you may send us a written objection, in which case, the change will not be binding on you.
    3. Any such written objection must be sent within 14 days of the the notice dxw sends you.
    4. This clause does not apply if it would violate the terms of a framework agreement of which this agreement forms a part.
  14. Proper law

    1. This agreement is governed by English law and the parties agree that any disputes arising from the agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.
  15. Email

    1. Any reference to “in writing” includes email and excludes fax transmissions.
  16. Headings

    1. The section headings contained in this agreement are for reference only and shall not in any way affect the meaning or interpretation of this agreement.
  17. Whole agreement

    1. With the exception of any framework agreement of which this agreement forms a part, this agreement and the proposal that accompanies it constitute the entire agreement between us with respect to the Work, and replaces any prior oral or written agreement which may exist.
  18. Termination

    1. Either party may terminate this contract at any time by giving us 30 days’ notice in writing.

    2. dxw may terminate this contract without notice if you are in material breach.

    3. At the end of this contract, dxw will issue a final invoice for any services delivered up to the date of termination, which you shall pay.