E-Rhubarb Terms and Conditions for Website/Database Design and Implementation

These terms are made in accordance with the laws of England and Wales.

SCOPE OF THE AGREEMENT

1.     These terms and conditions will form a binding contract between the Client and E-Rhubarb whether written (including email) or verbal.

2.     These terms apply to the exclusion of all other terms or conditions of contract the Client may propose and shall not be varied unless agreed in writing and signed by E-Rhubarb.

E-RHUBARB OBLIGATIONS AND RIGHTS

3. In consideration of the payment by the Client to E-Rhubarb of the fees as set out in the Order Form, E-Rhubarb agrees to provide to the Client the Services as described in the Order Form with reasonable and due care in accordance with, and subject to these terms.

4. E-Rhubarb shall, both during this Agreement and after its termination, keep confidential and not (except as authorised or required for the purposes of this Agreement) use or disclose or attempt to use or disclose to any person or organisation any Confidential Information.

CLIENT OBLIGATIONS

5.The Client will co-operate with, and act in good faith towards E-Rhubarb and provide, on request, such source materials or information as E-Rhubarb may reasonably require in order to carry out its obligations.

6. The Client shall allow such access to the Client’s data, premises, plant and equipment as E-Rhubarb reasonably requires in order to fulfil its obligations under this Agreement.

7. The client shall notify E-Rhubarb in writing of any changes or alterations required to the Services agreed and shall give E-Rhubarb the opportunity to consider said change proposals and will respond to the client in writing within 10 working days.

PAYMENT

8.  E-Rhubarb shall render invoices to the Client in respect of the prevailing schedule of fees as set out in the Order Form. These fees shall be payable by the Client within 14 days of the invoice date unless agreed otherwise by E-Rhubarb. Any non payment of invoice may result in the website and associated data including all hosted services, being removed until such time as agreed by E-Rhubarb or full payment is made. Additional costs may be incurred in the reinstatement of services which will not be unreasonable or inappropriate.

9. All and any changes to the works shall be reflected and accompanied by appropriate amendments to the Order Form and fees.

INTELLECTUAL PROPERTY RIGHTS / CONFIDENTIALITY

10. All copyright, design rights, registered designs, trademarks, patents, database rights, confidential information, ideas, know-how and all other rights whatsoever of a like nature worldwide, whether registered or not, of whatever nature in material, shall remain the property of E-Rhubarb, unless otherwise agreed in writing.

11. Intellectual Property that is brought to the project by either party remains the property of the originator unless otherwise agreed in writing.

12. In consideration of, and upon payment of the fees in full, the Client shall have the Rights of Use which shall take effect on receipt by E-Rhubarb of the fees. The client is granted a non-exclusive licence to use the Services for the purpose described in the Order Form or other associated documentation.

13. The Client shall not modify, adapt, translate, decompile, reverse engineer or attempt to ascertain by any other means the intellectual property owned by E-Rhubarb, except with prior written consent.

14. The Client retains the copyright to data, files, photos and graphic logos provided by the Client.

15. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting E-Rhubarb permission and rights for use of the same and agrees to indemnify and hold harmless E-Rhubarb from any and all Liability in use of such material.

INSPECTION AND ACCEPTANCE

16. If the Services delivered do not comply with the Order Form, or are defective in content or operation, E-Rhubarb liability shall be limited to correcting such defects within a reasonable time. The Client shall only be entitled to reject the Service delivered because of non-compliance with the Order Form or defects in operation. If not rejected in writing within 14 days of delivery then the Client shall be deemed to have accepted the Service.

LIABILITY AND WARRANTY

17. E-Rhubarb shall not be liable to the Client for any loss or damage whatsoever or howsoever caused, arising directly or indirectly in connection with this Agreement except to the extent to which it is unlawful to exclude such liability. E-Rhubarb expressly excludes liability for Consequential loss, damage, or corruption to any website, email or other software or data, or for loss of Profit, business, revenue, goodwill or anticipated savings.

LEGISLATION

18. The Client shall comply with all applicable rules, regulations, codes of practice and laws relating to its’ use of the works, including without limitation, its obligations under the Data Protection Act 1998; Regulation of Investigatory Powers Act 2000, Competition Act 1998 and E-commerce Directive and Equivalent legislation.