Terms and conditions

For the purposes of these Terms and Conditions ‘The Client’ is the person, company or organisation placing an order, requesting services or entering into an agreement with Squarepage Systems Limited. ‘The Company’ refers to Squarepage Systems Ltd    ‘The Bespoke Software’ refers to the software written by ‘The Company’   including code and design for web site development. ‘Off the Shelf Software’ refers to any software not written by ‘The Company’ but purchased and supplied to ‘The Client’ from a third party.  ‘Hardware’ refers to any equipment supplied to ‘The Client’ by ‘The Company’. The term ‘goods and services’ refers to ‘The Bespoke Software’, ‘Off the Shelf Software’ and ‘Hardware’, Internet Hosting provision or any other services provided by ‘The Company’ to ‘The Client’.

1. SUPPLY OF BESPOKE SOFTWARE.  The Client’ shall provide a written specification of ‘The Bespoke Software’ required.  Should the specification not be in written form then the interpretation of the specification must be agreed between one point of contact from ‘The Client’ and one point of contact from ‘The Company’.  In the event of a specification not being in written form ‘The Company’ will endeavour to accurately interpret the instructions of ‘The Client’ but will not be liable or responsible for misinterpretation or errors however caused.

2. LIABILITY.  ‘The Company’ shall not be liable for any losses or consequential loss or damage arising from stoppage, breakdown or failure of ‘The Bespoke Software’, nor consequential loss or damage arising from stoppage, breakdown or failure to any ‘goods and or services’ supplied by ‘The Company’.  ‘The Company’ will endeavour to interpret data retrieved through ‘The Bespoke Software’ from local and web site databases but cannot be held responsible for errors or omissions however caused.  ‘The Company’ shall not be responsible for the operation or failure of any other ‘Hardware’ or ‘Off the Shelf Software’ supplied by any other dealer or source, nor for losses or consequential losses arising from the failure of service from an Internet Service Provider or failure of a third party server. ‘The Client’ will accept full responsibility for any information published by whatever means through ‘The Bespoke Software’ and for any information published through any web site content and links that it instructs ‘The Company’ to include on ‘The clients’ web site.  ‘The Client’ shall be fully responsible for ensuring that adequate backups are taken of any data or content of a web site unless such responsibility has been passed to ‘The Company’ in writing exchanged and agreed by both parties.

3. COMMISSIONING.  The commissioning date is the date that the ‘Bespoke Software’ is installed on ‘The Clients’ computer or the date that a Web Site goes live and on-line.  ‘The Client’ shall, within 28 days of the commissioning date ensure that the ‘goods and services’ supplied meet the demands and expectations of the specification referred to in 1 above. ‘The Company’ shall not be liable for any errors or omissions caused through software errors or bugs but will endeavour to make corrections where it can.  After a period of 60 days from the commissioning date or by a period specified by ‘The Company’ on its Invoice, any amendments errors or fixes will be subject to a fee charged at the prevailing hourly rate of ‘The Company’ for the amount of time required to carry out such works.  ‘The Company’ reserves the right to waive or reduce such a charge at its own discretion. ‘The Client’ shall at all times ensure that any ‘goods and services’ supplied by ‘The Company’ are used by competent and authorised individuals and, where appropriate, that proper data backup procedures are in place and strictly adhered to.  ‘The Company’ will use its best endeavours to assist ‘The Client’ in the event of any software or hardware failure.

4. MAINTENANCE AGREEMENTS  Where the supply of ‘Bespoke Software’ includes a form of maintenance agreement or software support, the terms of that agreement will be detailed within the Invoice, or on a separate document referred to on the Invoice.  If a Maintenance Agreement is not specified ‘The Company’ may, at its discretion, supply help or updates as required.  In the absence of a written Maintenance Agreement ‘The Company’ may withdraw support at any time without notice. The terms of Maintenance Agreements supplied by ‘The Company’ will be reviewed annually and may be cancelled by at least 3 months notice in writing by either party or by mutual agreement.  ‘The Company’ will endeavour to ensure that the ‘Bespoke Software’ performs as specified in the original specification or any amended and agreed specification for the duration of the Maintenance Agreement.  

5. NOTICE.  Any notice given from one party to the other may be sent by post, addressed to the party to be served at its registered or specified office.

6. ASSIGMNENT.   The Assignment of these Terms & Conditions is not permissible without the written consent of the other party.  This consent will not be unreasonably withheld.

7. FORCE MAJEURE.  Neither party shall be liable for failure or delay in performing its obligations for causes beyond its reasonable control.

8. COPYRIGHT   Copyright for any code developed by ‘The Company’ and contained within ‘The Bespoke Software’ shall rest with ‘The Company’ unless released in writing by ‘The Company’. 

9. INTELLECTUAL PROPERTY RIGHTS  Intellectual Property Rights for ’The Bespoke Software’ remain in the ownership of ‘The Client’. 

10. CONSULTANCY SERVICES   Where ‘The Company’ is supplying Consultancy Services for ‘The Client’ the rate of payment for such services shall be by mutual agreement and charged by the hour, per half day (maximum of 3.5 working hours) or by the day (maximum 7 working hours).  Where times fall outside these periods a supplementary charge may be made.  Travel costs to and from a location will be mutually agreed between both parties. 

11. TERMINATION.     Either party must give at least 90 days Notice of Termination unless a shorter time is mutually agreed.  In the event of ‘The Client’ ceasing to trade then ‘The Company’ will maintain any existing agreement that has been paid for or continue to publish a web site until the pre-paid period has been exhausted unless expressly requested otherwise.  In the event of ‘The Company’ ceasing to trade then all obligations and liabilities will end but any programming code for ‘The Bespoke Software’ will be passed on to ‘The Client’.

12. GENERAL   Any ‘Hardware’ or ‘Off the Shelf Software’ supplied by ‘The Company’ shall remain the property of ‘The Company’ until payment for such items have been made in full.  ‘The Client’ shall be deemed to have accepted the above Terms & Conditions by full or part payment for the goods and services supplied.  The information contained in this document is proprietary and confidential and is intended only for ‘The Client’ or subject mentioned in it.  Copying and distribution of information contained in this document is prohibited.