Auxillio terms and conditions.
The following are the terms on which we offer our services.
The Services
The services are web design, web hosting or hardware support as described in the covering letter. Variations may be agreed in writing between us.
Price
The covering letter will specify on of the pricing mechanisms referred to below.
Fixed Price : If a fixed price estimate has been submitted and accepted that will be the price of the works subject to such variations as may be agreed.
Agreed periodic subscription : The work covered by the subscription will be as set out in the covering letter, with the addition of expenses and materials.
Rates : If no price is specified the charges on our website will apply. If a schedule of rates has been provided the price will be ascertained by applying those rates to day sheets prepared by us.
Payment
Fixed Price : Payment for 80% of the price will be invoiced upon completion of the work unless stage payments have been agreed. Any deposit paid will be treated as a part payment upon issue of the invoice. The final 20% will be invoiced one month from completion.
Rates : Payment will be on invoices submitted at monthly intervals or such other intervals as shall be specified in the schedule of rates. Invoice are payable within 14 days of submission.
Expenses and Materials : Shall be invoiced monthly. Receipts shall be provided upon request for individual items exceeding £20 in value.
Interest may be charged at 5% over our banks minimum lending rate on invoice overdue by more than 28 days.
Late Payment
In the event that an invoice or subscription remains unpaid after the due date we shall be entitled to refuse to carry out any further work until payment is brought up to date. You will not be entitled to any refund of payments made.
Access
You are responsible for ensuring that we have access to the premises sufficient to carry out the services. So far as possible we will try to agree downtime to fit in with your operation requirements, but extra charges may be made if work is required outside normal working hours.
Termination
A periodic subscription contract can be terminated by immediate notice in writing by reason of substantial breach of contract, or under clause 4 above, or by one months notice in writing on either side.
If the contract is terminated prior to completion of the services other than by reason of our breach of contract, then we shall be entitled to the following.
Fixed price - the balance of the price.
Monthly subscription or a rates contract to a fair price for work done and materials delivered, and compensation for the loss of profit on uncompleted parts of the order.
Risk
Risk in respect of the materials passes to you on delivery to site.
Title
Title to materials does not pass to you until we have been paid for all outstanding invoices in respect of the work and materials, even if the materials have been incorporated into an assembly.
If the price has not been paid we may come onto your premises and remove goods not paid for, including removing them from an assembly provided that no significant damage is done to any other part of the assembly.
Liability
We warrant that the work will be done to a satisfactory standard in accordance with the specification. We do not warrant that the services will meet any particular performance criteria.
We will make good any defect which appear within 1 month of the date of completion of the services which are due to materials or workmanship not in accordance with this Contract.
You agree that we shall have reasonable opportunity to make good any defects.
If we cannot remedy the defects we will be liable to appropriate compensation but not to a full refund of the price. Appropriate compensation shall be such sum as will recompense you for any irredeemable defects in the works. We do not accept liability for any economic or consequential loss, direct or indirect, which may be claimed to result from any defects and save in respect of liability for personal injury directly caused by defects in manufacture or construction, compensation for any cause shall not exceed our insurance limit from time to time.
Payment of any invoice due may not be withheld by reason of any defects or complaints.
Indemnity
We will not be responsible for the content of websites or other material transmitted by us on your behalf. We reserve the right to require the editing or removal of material in respect of which a complaint is made by third parties or any competent authority, or which we reasonably believe may be the subject of complaint . We reserve the right to terminate the contract if we reasonably believe that the content of material exposes us to risk of such complaint or breach of legal requirements.
You will indemnify us against any legal action or other costs incurred by us or claimed against us by reason of the content of material produced by you. This includes our reasonable charges for taking action under this clause, or complying with regulatory or other procedures.
Suitability
We do not agree to warrant that the services provide a system fit for any particular purpose unless that purpose is specifically advised by you to us in writing and we have confirmed in writing that we are competent to warrant its suitability.
Open Source
We operate under the terms of the GNU general licence which means that there are no warranties on software which you take as is.
You receive any software, distribute it under this licence on the terms of that licence (www.gnu.org/licences) and you may not impose any further restrictions upon the use of that software nor may you claim copyright or other intellectual property in respect of it, nor copy, modify, sub-licence, distribute or charge except as provided under the licence.
Health & Safety
You are responsible for the safety of any premises on which we are required to work, for providing safe access and safe supplies of power and light and for the safety of any plant and equipment provided you by him and for ensuring that your employees or any person connected you do not endanger the health and safety of any operative carrying out the works on our behalf.
Dispute Resolution
All disputes (save for an action on an unpaid invoice) which exceed the limit for the time being of the Small Claims track shall be referred to an Arbitrator to be agreed or appointed by the British Computer Society and shall be a reference within the meaning of the Arbitration Act 1996.
Law
This contract shall be governed by English Law and the English Courts shall have exclusive jurisdiction. This contract is not intended to confer rights on third parties.
A copy of our terms and conditions is also available as a PDF file for download.
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