1. This Agreement explains the terms under which You (“the Client”) and Alexander Barrett trading as Caithness Web Services, 1A North Murchison Street, Wick, Caithness KW1 5HL (“Caithness Web Services) will be working together.
2. Caithness Web Services has an internet presence known as http://caithness-web-services.scot (‘the Website”) where the Client may register their details.
3. The Client contracts Caithness Web Services to undertake a particular task (“the Commission”) and Caithness Web Services agrees to undertake the Commission for an agreed payment (“the Fee”).
4. The Commission may be divided into a series of discrete tasks or deliverables (“Orders”) each of which will be allocated a proportion (“the Proportion”) of the overall Fee.
5. If a particular Commission is not of a nature to be divided into discrete deliverables, an alternative agreement for payment terms will be confirmed by correspondence between the Client and Caithness Web Services.
6. By registering as a user on the Website the Client agrees to the terms outlined herein.
7. Electronic mail between the Client’s registered email address and Caithness Web Services will be deemed as contractually binding upon confirmation of receipt by both parties.
8. Once registered the Client will be given access to the on-site work tracking facility where all details of tasks to be done and milestones will be recorded and maintained (“ the Project Log”).
9. The particulars of any works to be carried out will be recorded on the Project Log and Caithness Web Services undertakes to conduct technical works as specified.
10. Additionally, the Client may require additional works or amend the details of the tasks or projects by mutual agreement. Such changes will be recorded in the Project Log and Orders amended to reflect such changes.
11. The Client agrees to perform the following actions to enable Caithness Web Services to carry out the Commission in a timely and efficient manner:
11.1. Provide administrator access to any and all websites or other areas as may be required to efficiently carry out the Commission,
11.2. Provide the details of the web hosting service customer support team for the resolution of any technical issues,
11.3. Provide any articles, images, video or other media as may be required to complete the Commission as and when required by Caithness Web Services.
12. Caithness Web Services agrees to perform the following actions to complete the Commission:
12.1. Design and deliver a robust and functional solution to the Client’s specification,
12.2. To install said solution on the live hosting environment as required,
13. The Client and Caithness Web Services agree that the Milestones shall be achieved according to the Project Log which may be amended by mutual agreement and the Fees specified be paid upon achievement of each Milestone.
14. No VAT is payable on the Fee and no outlays in respect of the Commission are payable unless specifically stated. Each Proportion of the Total Fee shall be payable upon achievement of the Milestone set next to it.
15. Commissions will be divided into a series of deliverables which will be described as Orders under the Client monitoring facilities on the website.
16. Each Order will have an associated invoice due date, which may be in advance of delivery in some circumstances, for example where Caithness Web Services incur obligations to third parties.
17. Caithness Web Services may require that the Client pay a deposit up to 100% of the cost of the Order where works are to be carried out that Caithness Web Services may not be able to withhold from the Client on the occasion of delay of settlement of due invoices.
18. Upon each delivered Order being payable, Caithness Web Services shall issue Client with an invoice in respect of that Proportion and each such invoice shall be payable by Client upon receipt.
19. Caithness Web Services may suspend works commissioned if any invoice remains unpaid for seven days. Commissioned works remaining in the control of Caithness Web Services may be withdrawn or decommissioned at the discretion of Caithness Web Services when invoices become overdue for payment.
20. Caithness Web Services shall not disclose any of Client's confidential information concerning the Job to any third party without the prior permission of Client.
21. Ownership and copyright of all original works shall be owned by the Client and Caithness Web Services shall hold copies on file only for the purpose of security backup, however Caithness Web Services will normally be permitted to use example screenshots of this finished commission for reference work and marketing purposes.
22. Ownership and copyright of any third party products used including delivery platforms, hosting interface and any and other tools used for the successful completion of this commission shall be assigned to the client under the terms and conditions specified by the aforesaid third parties.
23. Caithness Web Services will not be liable for indirect, incidental, special, consequential, or exemplary damages (including any loss of revenue, profits, goodwill, use, or data) arising in connection with this operating agreement.
24. The Client indemnifies Caithness Web Services in any claims made by third parties in regard to any works carried out by Caithness Web Services on behalf of the Client in good faith. The Client undertakes to ensure that the works do not break any laws or regulations under their jurisdiction and that they have free and full rights over any software or media used in the process of the works (including copyright and licenses as applicable).
25. Caithness Web Services is based in Scotland and for legal purposes comes under the jurisdiction of the Laws of Scotland.