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Terms And Conditions

  1. DUTIES
    1. The developer will endeavour to promote the Clients interest and, unless prevented by ill health or accident, will carry out web development tasks as agreed with the Client
    2. If the developer is unable to provide the Services due to illness or injury, he shall notify the Client as soon as reasonably practicable.
    3. The developer will make himself available on reasonable notice to provide such assistance or information as the Client may require.
    4. The Developer reserves the right to employ, consult with and sub-contract other individuals to assist with demand for his services. Where this is the case the Developer will ensure that all work is carried out to the same high standards as the Developer and will provide full written details of such Parties on request.
  2. FEES AND EXPENSES
    1. The Client will pay all fees as outlined in agreed estimates.
    2. Any other reasonable expenses should be agreed between the Developer and the Client, and any receipts will be required in order for a claim to be made.
    3. Invoices will be submitted to the Client and any VAT payable (if applicable).
    4. The Company will pay such invoices within 14 days of receipt.
    5. The developer reserves the right to cancel the contract without giving notice if an invoice is not paid within 14 days of receipt.
  3. POST TERMINATION COVENANTS
    1. Neither Party will, without the prior written consent of the other (whether as principal, employee, agent, consultant or otherwise) at any time either during the Term or during the period of 12 months following the Termination Date:
      1. Directly or indirectly, solicit or endeavour to solicit away from the other Party any person who is at the Termination Date or was at any time during the period of 12 months prior to the Termination Date employed or engaged by the other Party; or
      2. Directly or indirectly, solicit or endeavour to solicit the custom of, or deal with or accept business from, any person, firm or company who at any time during the Term was a customer of the respective Party.
    2. Both Parties acknowledge that the provisions of this paragraph 3 are fair and reasonable and necessary to protect the goodwill and interests of both Parties and will constitute separate and severable undertakings given for the benefit of the Parties.
  4. CONFIDENTIALITY
    1. The Developer acknowledges that all information acquired during his appointment is confidential to the Client and should not be released, communicated or disclosed to third Parties or used for any reason other than in the interests of the Client, either during his appointment or following termination (by whatever means), without prior clearance from the Client. This restriction shall cease to apply to any confidential information which may (other than by reason of your breach) become available to the public generally.
    2. The Client acknowledges the need for the Developer to hold and retain Client information (in whatever format the Developer may receive it) under appropriately secure conditions.
    3. Nothing in this paragraph 4 shall prevent either Party from disclosing information which they are entitled to disclose under the Public Interest Disclosure Act 1998, provided that the disclosure is made in accordance with the provisions of that Act.
    4. The obligations in this paragraph 4 shall survive termination of the appointment.
  5. INSURANCE
    1. The Developer shall obtain and maintain in force at all times a policy of professional indemnity insurance to an agreed level. The Developer will on request supply a copy of such insurance policy and evidence that the relevant premiums have been paid. The Developer will comply with all terms and conditions of the insurance policy at all times.
  6. DATA PROTECTION
    1. The Client consents to the Developer holding and processing data about its Clients for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data as defined under GDPR.
    2. The Developer may change his data protection policy at any time without prior notice.
  7. STATUS
    1. The Parties acknowledge that the Developer has been hired as an independent contractor and that this Agreement constitutes a contract for the provision of services and not a contract of employment. The Developer acknowledges he shall not be entitled to any benefits, or contract rights granted to the Client’s employees nor participate in any grievance or disciplinary procedures.
    2. The Developer will be treated as an independent contractor and fees will be paid without deduction of tax or national insurance contributions.
    3. The Developer will be fully responsible for and shall; indemnify the Client for and in respect of his income tax (by way of PAYE or otherwise) and National Insurance and Social Security contributions in connection with the performance by the Developer of the project obligations under this agreement.
    4. Unless the Developer has been specifically authorised to do so, by the Client in writing, he will not have any authority to incur any expenditure in the Client’s name or for the Client’s account; or hold himself out as having authority to bind the Client.
  8. GENERAL
    1. This Agreement constitutes the entire Agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
    3. A person who is not a Party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
    4. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
    5. Both Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
    6. All Parties shall perform all acts, and sign, execute and deliver all deeds and documents, as may be reasonably required for the purpose of giving full effect to this agreement and shall use its reasonable endeavours to procure that necessary third Parties shall also do so.