Acceptance of the Proposal or payment of the deposit will be taken as acceptance of the following Terms and Conditions. If you have any questions regarding this document please get in touch.
1.1 In these Terms and Conditions, the following words and expressions shall have the following meanings:
1.2 "Agreement" these Terms and Conditions read in conjunction with the Proposal
1.3 "Proposal" the letter sent to you by CodeKnight headed Proposal
1.4 "the Client" means the person named as client in the Proposal
1.5 "Content" means all materials created or supplied by the Client to CodeKnight in the course of the Services.
1.6 "CodeKnight" means Daryl Knight t/a CodeKnight Tmi of Nuijavuori 2E 35, Espoo, 02630, Finland
1.7 "Intellectual Property" means all intellectual property rights anywhere in the world (including present and future intellectual property rights) relating to any, business names and logos, copyright, database rights, patents, trade or service marks, designs, software, computer data, generic rights, software programmes and source code and all variations, modifications or enhancements to each of them together with any application or right to apply for registration or protection of those rights;
1.8 "Services" means the services to be provided by CodeKnight under this Agreement as set out in the Proposal.
2.1 The Client appoints CodeKnight to provide the Services as set out in the Proposal and otherwise on the Terms and Conditions of this Agreement. CodeKnight accepts the appointment subject to the Terms and Conditions of this Agreement.
2.2 The Client will provide to CodeKnight all Content required by CodeKnight for the completion of the Services before CodeKnight commences the appointment.3.4
2.3 Subcontractors. CodeKnight may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided, that(i) CodeKnight shall use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar services to CodeKnight and (ii) CodeKnight shall in all cases remain responsible for all of its obligations under this Agreement with respect to the scope and quality of the Services provided to the Client.
CodeKnight will provide the Services in accordance with the Proposal and in accordance with any lawful requests and directions of the Client from time to time during the term of this Agreement which relate to the Services.
4.1 The Client will give adequate publicity and recognition to CodeKnight as the provider of the Services, having regard to the Client's requirements as defined in the Proposal.
4.2 The Client acknowledges that CodeKnight's ability to provide the Services is dependent upon the full and timely co-operation of the Client (which the Client agrees to provide), as well as the accuracy and completeness of any information and data the Client provides to CodeKnight. Accordingly, the Client shall provide CodeKnight with access to, and use of, all information, data and documentation reasonably required by CodeKnight for the performance of its obligations under this Agreement.
4.3 The Client shall be responsible for the accuracy and completeness of the Content provided to CodeKnight.
4.4 The Client is responsible for maintaining backups of the project.
5.1 The Client will pay to CodeKnight the fees as set out in the Proposal within 14 days of the invoice date in GBP via BACS transfer.
5.2 All invoices will be subject to the Late Payment of Commercial Debts (Interest) Act 1998 and have charges & interest added to them in the event of non-payment.
5.3 CodeKnight will deliver all project and source files to the client electronically upon receipt of payment of the final invoice.
5.4 Rush Fees. If the Client requests that any work be carried out on the same day as the request, CodeKnight reserves the right to charge a Rush Fee.
5.4a - All Rush Fees will be discussed and agreed upon in advance of carrying out the work.
5.4b - Rush Fees will be charged as a separate line item to the original work quote at a minimum of 25% extra or £50; whichever is higher.
5.5 Minimum Charges. Any requests to carry out work on a completed project (including but not limited to content updates, maintenance & bug fixes) will be charged at a minimum of £50.
5.6 Currency. Invoices will be issued in euros and include the estimated exchange rate to the client's native currency.
5.7 VAT. Invoices issued to the UK and countries within the EU (excluding Finland) will include the note "VAT 0%. Reverse Charge - VAT exempt under EU VAT Directive, Article 44".
5.8 Deposits. All deposit invoices are non-refundable.
6.1 All Intellectual Property Rights in the Services arising in connection with this Agreement shall be the property of CodeKnight, and CodeKnight hereby grants the Client a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the Services.
6.2 The Client shall indemnify CodeKnight against all damages, losses and expenses arising as a result of any action or claim that the Content or materials infringe the Intellectual Property Rights of a third party.
6.3 The Client guarantees that the Content will not contain any illegal or unethical materials, including any infringement of privacy or libel either before or after the project is completed.
7.1 CodeKnight is unable to assert fitness for any specific purpose and as such cannot be held liable for any form of consequential loss or damage caused directly or indirectly by use of our service, misuse of our service, downtime, service issues, data loss or any other event.
7.2 If the Client wishes to claim for any damages, including lost profits, lost savings or other incidental, consequential or special damages, this claim shall not exceed the amount paid to CodeKnight under this Agreement during the 12 month period prior to such claim.
7.3 All Content added, created, uploaded, submitted, distributed, or posted to the Services by the Client (collectively "User Content"), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.
8.1 CodeKnight will deliver the Services to the Client as set out in the Proposal or as otherwise agreed.
8.2 CodeKnight will conduct all initial testing of the Services in accordance with the Proposal.
8.3 If any failure to pass any testing results from a defect which is caused by an act or omission of the Client, the Services shall be deemed to have passed the tests.
8.4 CodeKnight shall provide assistance reasonably requested by the Client in remedying defects by supplying additional services or products save where Clause 8.3 applies. The Client shall pay CodeKnight in full for all such additional services and products at CodeKnight's then current prices.
8.5 Acceptance of the Services shall be deemed to have taken place upon the occurrence of any of the following events:
(a) the Client uses any part of the Services for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
(b) the expiry of the final testing period specified in the proposal.
9.1 If the Client wishes to make any change(s) to the Services it shall notify CodeKnight in accordance with the procedure under this Clause 9.
9.2 The Client shall submit to CodeKnight a written request (email will suffice) for change(s) to be made to the Services ("Change Request"). The Change Request shall specify in detail what the required change(s) is/are.
9.3 CodeKnight shall respond in writing to the Client to any Change Request within 10 working days of its receipt ("Change Request Response"). The Change Request Response shall specify the technical details of such changes and the effect on the delivery time specified in the Proposal.
9.4 If the Change proposed is a material change to the Proposal CodeKnight shall provide the Client with an estimate of such costs in writing (email will suffice). CodeKnight shall then only proceed once it has the Client's consent to do so and to incur such costs.
9.5 The Client shall notify CodeKnight in writing of its acceptance or rejection of the Change Request Response within 2 working days of its receipt
9.6 If the Client rejects the Change Request Response, CodeKnight shall continue to provide the Services and the rights and obligations of both the Client and CodeKnight shall remain unchanged and in full force and effect.
9.7 If the Client accepts the Change Request Response, the Services and the Proposal shall be deemed to be amended accordingly and CodeKnight shall from such time provide the Services as amended.
The Agreement will begin from the date that the Proposal is accepted and will continue until the Services have been provided in accordance with Clause 8.5 or this Agreement has been terminated in accordance with clause 12.
Each party warrants to the other that it has authority to enter into and to perform its obligations in accordance with these Terms and Conditions and the Proposal.
12.1 The Agreement may be terminated at any point by either party.
12.2 If the Agreement is terminated by the Client, the Client shall pay CodeKnight all fees, reimburse CodeKnight for all expenses and pay all other costs and amounts due under this Agreement, on or prior to the effective date of such termination. Upon termination, the Client agrees to pay an early termination fee calculated as fifteen percent (15%) of all remaining monies due.
CodeKnight agrees and warrants to the Client that it will at all times comply with the provisions and obligations imposed by the Data Protection Act 1998 including the storing and processing of personal data and all personal data acquired by it.
In the event of ambiguity or conflict between the Terms and Conditions and the Proposal, the Terms and Conditions shall prevail.
If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable.
These Terms and Conditions shall be governed by and construed in accordance with the law of England and you hereby submit to the exclusive jurisdiction of the English courts.
CodeKnight Terms and Conditions
|1.4||9th February 2018||Added 2.3 (Subcontractors) and 5.8 (Deposits), updated Termination 12.2|
|1.3||11th September 2017||Updated company address. Added 5.6 (Currency) and 5.7 (VAT)
|1.2||7th September 2017||Added 5.4 (Rush Fees) and 5.5 (Minimum charges).|
|1.1||10th May 2015||Updated company address|
|1||9th August 2014||Original Version|