The supplier (us)

Sparticle Limited a company incorporated in England under number 5101695 and whose registered office is at 67 Westbury Road, Dover, Kent, CT17 9QJ ("the Supplier")

The End-User (you)

This is any organisation/company/sole trader/partnership/individual/charity or other recognised entity wishing to receive support, services and consultancy from Sparticle Limited. The specifics of such services shall be referred to as "an Agreement"

Wheras:

(A) The End-User has identified a need for expert help and assistance in the performance and completion of the Services.

(B) the Supplier has the required level of expertise and has agreed to provide the required assistance on the terms of this Agreement.

It is hereby agree that:

1. Except in respect of death or personal injury caused by the Provider's negligence, or as expressly agreed in writing between the parties, the Provider shall not be liable to the End-User by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, other than under the express terms of this document, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Provider, its servants or agents or otherwise) which arises out of or in connection with the provision of the Service or its use by the End-User.
2. Except in respect of death or personal injury caused by the Provider's negligence, or as expressly agreed in writing between the parties, the entire liability of the Provider under or in connection with this Agreement or the Services shall not exceed the amount of the Provider's total anticipated charges for providing the Services as detailed in this proposal.
3. Except in respect of death or personal injury caused by the Provider's negligence, where the provider hosts any IT services on any hardware, the provider shall not be liable for any loss of earnings arising from unavailability of service caused by a failure of one or more parts of the hardware and or software infrastructure.
4. The parties to this proposal are independent businesses and nothing in this proposal or by virtue of performing it shall be taken as creating a relationship of agent to principal, employer to employee, partnership or joint venture between the Provider and/or any of its personnel and the End-User. Neither party shall be entitled to enter into agreements or other arrangements on behalf of the other.
5. The Provider shall not be liable to the End-User or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Providers obligations in relation to the Service, if the delay or failure was due to any cause beyond the Provider's reasonable control.
6. These terms represent the agreement between the parties and supersede any previous representations or agreements whether recorded in writing or otherwise.
7. Both parties must agree that these terms are fair and reasonable in all the circumstances before commencing service.
8. It is agreed that this Agreement will be governed and construed according to the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English Courts.

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Invoicing & Payment

1. All prices are quoted in GB Sterling and are excluding VAT which is added at the full rate specified by the HMR&C (UK Government).
2. The End-User agrees to pay the Provider's invoices in full within 30 days of issue of an invoice, assuming there is no bona fide commercial dispute. If there is such a dispute then that part of the total invoice that is not subject to dispute must be paid by the End-User within 30 days and both sides must act in good faith to resolve the dispute expeditiously.
3. Payment in full means that the full amount of outstanding monies has been transferred to the suppliers bank account (as defined in the specific invoice) and is cleared for withdrawal.
4. At least 6 working days are needed for cheques to be processed and cleared once received at the Supplier's payment office (as indicated on the invoice). It is the responsibility of the End-User to ensure the cheque arrives at the Supplier's payment office in due time.
5. In the case where there is no bona fide commercial dispute, the Provider is entitled to charge interest to the End-User on any outstanding amounts at the rate specified in section 4.5 as determined under the Late Payment of Commercial Debts (Interest Act 1998). Such interest will begin to accrue from 30 days after the date agreed for payment under this Agreement and will continue to accrue until judgement or sooner payment. There may, at the Suppliers discretion, be a single administration fee for late payment of £25.00 (excl. VAT)
6. The rate of interest is the official dealing rate of the Bank of England (the base rate) +4%, using the appropriate "reference rate" as set by the Bank of England.
7. In the event that there is a delay in finishing an agreed scope of work, and such delay is caused by the End-User, then ,provided there is no bona fide commercial dispute, the Supplier shall be at liberty to raise an invoice for the percentage of work that has been completed. Once the delayed work is complete then the outstanding balance will be invoiced.
8. Invoices will be raised electronically in the form of an email which alerts the End-User of the presence of an invoice on our online invoicing system. It is the responsibility of the End-User to process received emails. The End-User can log in to the online system at any time and review previous and pending invoices. The system will track the date and user details when the invoice has been first viewed. It is the responsibility of the End-User to monitor their email account(s) that receive the invoice emails and to inform the Supplier immediately if this account(s) needs to be updated.
9. The supplier will track the date and identity of the individaul logging into the Online invoicing system to view the invoices for the purpose of auditing. This information is kept confidential.

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Domain Names & Renewals

1. At the End-User's request we will register domain names on their behalf and we use a UK based company as our agent.
2. The registrar details will be those of the Supplier.
3. The Supplier incurs the costs of registration and will pass these costs on to The End-User. A small admin and handling fee equivalent to 20% of the registration fee set by the agent will be charged to the End-User. Any bulk registration discounts will be passed on to the End-User.
4. Upon full payment of the invoice raised by the Supplier to the End-User, the Supplier shall hand over full rights and ownership of the domain name to the End-User for the duration of the registration period.
5. If the End-User does not pay the invoice for registration in full within the time period indicated on the invoice to the Supplier, then the Supplier shall have exclusive non-revokable rights to the domain name and any sub-domains including the right to sell the domain name or re-use said domain names without exception.
6. To prevent loss of domain names the Supplier shall automatically renew the End-User's domain names.
7. If the End-User wishes to terminate a domain name registration then they will inform the Supplier in writing to the Suppliers head office 30 days or more before the renewal date of the domain.
8. The Supplier shall not be liable for any losses or damages caused by a failure with the Agent or any relevant Domain Name governing body with respect to domain name registrations and renewals.

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Website Content, Spartplugins & Bespoke Development

The "Spartplugins", also known as website plugins, and also any bespoke content authoring features provided by us, provide the ability for the End-User to update the content of their websites directly.

Liability

1. The Supplier shall not be liable for slander, treason, copyright infringement, legal claims, prosecution or any other legal action based on any content (images, text, documents, links, video, audio and the like) on any End-User website either:
1. Provided as static content by the End-User;
2. Uploaded to the website(s) via bespoke authoring mechanisms provided by the Supplier;
3. Uploaded to the website(s) via spartplugins;
4. Linked or Embedded into the clients site, where the actual content is originated in another site, for example youTube, twitter, facebook.
2. In such an instance where a third party is in dispute with the End-User over any content on the End-User's site, we, the Supplier, shall comply with any legal rulings or requirements and remove the offending content once we are formally notified.
3. If any third party has any dispute then they must contact the End-User directly. We, the Supplier, shall not act as a representative of the End-User.

Intellectual Property

1. All content provided by the End-User remains the Intellectual Property of the End-User.
2. The Intellectual Property consisting of the code, software, database structure, images, workflow and functionality of the Spartplugins (website plugins) remains the sole property of the Supplier.
3. The Supplier grants the End-User paid access to the spartmodules and has the right to revoke access in the event that:
1. The End-User is in arrears for hosting costs of the plugins or website service.
2. The End-User has abused the service by posting illegal content.
4. Any "bespoke" software development including code, database design, graphical content and text content commissioned and paid for in full by the End-User remains the sole porperty of the End-User.

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eCommerce

We provide online sales functionality as part of our spartcart product. The spartcart product provides sales handling through a third party service provider (Google).

1. We accept no liability for loss or delay of revenue caused by:
1. Failure in the service provided by the Revenue Handling Agent (Google, PayPal etc).
2. Faulure in the internet hardware, networking or infrastructure.
2. The Spartcart module is provided as is.
3. We the Supplier, do not act as your agent or account holder. Any and all contracts, implicit or explicit are between the End-User and the third party providing Revenue Handling (Google, PayPal etc).

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Contract Support Terms & Conditions

Contract support is whereby we, the Supplier, provide one or more consultants as a time based resource to you, to provide support.

1. Interpretation

1. Intellectual Property Rights means any and all patents, patent applications, know-how, trade marks, trade mark applications, trade names, registered design, copyright, database rights or other similar intellectual property rights created, developed, subsisting or used in connection with the Service and whether in existence at the date hereof or created in the future.
2. Services means any goods, services and/or advice to be provided by the Supplier to the End-User as detailed in the Schedule to this Agreement.
3. Specified Sum means the agreed consideration to be paid by the End-User to the Supplier as detailed in the Schedule to this Agreement.
4. Supplier's personnel includes employees, sub-contractors, agents and substitutes of the Supplier.
5. End-User's personnel include employees, sub-contractors, agents and substitutes of the End-User.
6. A normal working day is 8 hours between 9am to 5:30pm allowing 30 minutes for lunch; Monday to Friday excluding bank holidays and national holidays.
7. Out of hours work is any work commencing before 9am or after 5:30pm Monday to Friday or any work carried out on bank holidays, national holidays and weekends.

2. Agreement

1. In consideration of the payment of the Specified Sums by the End-User to the Supplier the Supplier shall provide the Services.
2. The End-User is under no obligation to offer work to the Supplier and the Supplier is under no obligation to accept any work which may be offered by the End-User. Neither party wishes to create or imply any mutuality of obligation between themselves either in the course of, or between, any performance of Services.

3. Specified Service

1. The Supplier shall provide the Services to the End-User subject to the terms of this Agreement.
2. Because of the nature of the work to be undertaken by the Supplier, both parties accept that it may be necessary to alter or adapt the Services.
3. The Supplier shall take all reasonable steps to comply with any timetable or other targets for progress or delivery of the whole or any agreed part of the Services or the completion of the Services agreed in writing between the parties.
4. The Supplier may at any time and without giving the End-User prior notification make any changes to the Services that are necessary to comply with any applicable safety or other statutory requirements, or make any changes to the Services that do not materially affect the nature or quality of the Services. In such circumstances, the Supplier reserves the right reasonably to revise the Specified Sum in the light of such changes.

4. Duration and Termination of "Contract" Support

1. The Agreement shall commence from the date agreed freely by both parties and recorded by signature and shall remain in force until the Services described in the relevant service type description are completed or in accordance with the Agreement unless terminated early under the terms of this Agreement by either party .
2. Either party may terminate an Agreement by giving 7 days written notice to the other party in the event that:
1. either party is in breach of the Agreement and fails to remedy such breach (if capable of remedy) within 7 days after receiving written notice from the other party;
2. the other party goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
3. The Supplier may terminate an Agreement:
1. by giving the End-User seven days written notice if the End-User is in default of any agreed payments under this Agreement and has failed to remedy that default within 30 days of receiving a written demand from the Supplier;
2. by giving the End-User seven days written notice if the End-User fails to accord the Supplier the reasonable access to premises, equipment, personnel or other information required for the Supplier to perform the Services;
3. by giving the End-User 14 days written notice if, in the Supplier's opinion, it is no longer appropriate for the Agreement to continue in force.
4. The End-User may terminate this Agreement:
1. Forthwith if, in the End-User's opinion, acting reasonably, the Supplier fails to provide an acceptable level or quality of service.
2. The End-User is free to terminate the contract at any time upon payment of an early release fee of 25% of the outstanding future months support costs plus full payment for the current month.
5. In the event that this Agreement is terminated before the completion of the Services, excluding under condition 4.4 the Supplier shall be entitled to payment by the End-User for work completed on a quantum meruit basis.

5. End-User's Obligations

1. The End-User shall, at its own expense, provide the Supplier with all documents or other materials and data or other information necessary for the completion of the Services, in sufficient time to enable the Supplier to provide the Services in accordance with any timetable or other target for progress or completion agreed in writing between the parties.
2. In such a case where a fixed fee for a specified scope of delivery has been defined and the delivery of the service is delayed by the End-User not providing necessary documents, materials, data or information needed for the completion of work, then the Supplier shall raise an interim invoice based on the greater of 25% of the total amount or the percentage of work that has been completed. The balance will then be invoiced once the End-User has provided the missing content and the outstanding work is completed.
3. The End-User shall be responsible for the content of all documents or other materials and shall ensure the accuracy of all data or other information provided to the Supplier in the course of this Agreement.
4. The End-User shall, at its own expense, retain duplicate copies of all documents or other material and data or other information provided to the Supplier and/or its personnel and shall insure against its accidental loss or damage. the Supplier shall have no liability for any such loss or damage, howsoever caused.
5. The End-User shall ensure that the Supplier and its personnel are accorded sufficient access to any of the End-User's premises, information, data or personnel and use of any equipment that is reasonably necessary for the completion of the Services.
6. The End-User shall ensure that the End-User and the End-User's staff and premises comply with all relevant legislation or other regulations relating to health and safety matters and shall ensure that the Supplier's personnel are provided with a safe working environment. In this context, the End-User shall:
1. Ensure that valid and adequate Public Liability Insurance remains in force throughout the duration of this agreement; and
2. Ensure that the Supplier and the Supplier's personnel are not prevented from complying with any relevant legislation or regulation.
7. The End-User shall not take on any direct control over or responsibility for the Supplier's personnel. In particular, the End-User acknowledges that the Supplier's personnel are professionals who will use their own initiative as to the manner in which the Specified Service is delivered and will not be subject to, or to the right of, supervision, direction or control as to the manner in which they render the Specified Service.
8. The End-User acknowledges and accepts that the Supplier is in business on its own account and therefore may be engaged by other parties during the same period as it is performing the Services.

6. Supplier's Obligations

1. The Supplier will make all reasonable efforts to ensure that the Services are completed in accordance with any timetables or other targets agreed with the End-User.
2. The Supplier may obtain or provide extra resources (whether in the form of equipment or personnel) of the requisite standard in order to ensure that the Service are completed in accordance with the End-User, if, in the Supplier's sole discretion this is appropriate in order to comply with any agreed timetables or targets set out in the Schedule.
3. The Supplier shall have the right to supply one or more substitutes of equivalent expertise to work in place of the Supplier's original personnel. the Supplier acknowledges that the End-User has an absolute right to refuse to accept the substitute personnel.
4. Where substitution occurs, the other terms and conditions of this contract, and in particular (but not limited to) the Specified Sum and the timetable of the project, will remain unchanged, unless otherwise agreed by both parties in writing. For the avoidance of doubt, the Supplier shall be responsible for the payments and expenses of the substitute personnel.
5. In the event that the Supplier cannot provide either the original personnel or acceptable substitute personnel, the End-User is entitled to terminate this Agreement forthwith.

7. Warranties

1. The Supplier warrants to the End-User that the Services will be provided using the degree of care and skill that the End-User should reasonably expect from a specialist company that has agreed to perform the Services and, as far as reasonably possible, in accordance with the Schedule to this Agreement and any timetables or other targets agreed.
2. Where, in connection with the provision of the Specified Service, the Supplier supplies any goods supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the End-User the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
3. The Supplier warrants that, in so far as it is aware, all information regarding the Supplier's personnel's expertise, experience and qualifications provided to the End-User is complete and accurate and up to date.
4. The Supplier warrants that it will, when utilising any of its own equipment or intellectual property in carrying out the engagement, ensure that any security requirements reasonably required by the End-User are complied with.

8. Limitation of Liability

1. The Services have been negotiated and agreed by the Supplier with the End-User in the context of information provided by the End-User as to the End-User's particular needs and requirements. Therefore:
1. The Supplier shall have no liability to the End-User for any delay, loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by the End-User which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the End-User;
2. The Supplier shall have no liability to the End-User for any loss, damage, costs, expenses or other claims for compensation arising from the End-User making use of the Services for any purpose not clearly disclosed to the Supplier; or from the End-User allowing a third party to make use of the end products of the Service;

9. Intellectual Property

1. Unless agreed otherwise in writing between the End-User and the Supplier:
1. In this agreement "Intellectual Property" shall mean all inventions, discoveries, work product, patents, design rights (registered or unregistered), trademarks, copyright, trade secrets and/or confidential know-how and "Work Product" means all results, Intellectual Property, technology, materials, technical information, Images and data produced by the Supplier, its employees, agents or permitted sub-contractors in performance of the Services [except any Intellectual Property in any improvements to the Supplier's methods, processes and/or technology used in performing the Services]
2. The End-User shall retain ownership of all Intellectual Property Rights of whatever nature and, if registrable, whether registered or not, in the documents or other material and data or other information provided to the Supplier in the context of this Agreement. For the avoidance of doubt, the End-User shall not be deemed to have granted the Supplier any licence to use the documents or other material and data or other information other than for the purposes of this Agreement.
3. All Work Product will belong to the End-User. No royalty or other payment will be due to the Supplier, its officers, employees, agents or permitted sub-contractors from the End-User in respect of any Work Product and the Supplier will ensure that the person(s) concerned will at the End-Users request, assign to the End-User or its nominee the title to all Work Product and execute all documents and do such other acts and things as may be reasonably required in connection with the registration, protection and/or maintenance of any Intellectual Property in the Work Product.
4. The Supplier grants to the End-User a royalty free, world-wide, non-exclusive licence to use any Intellectual Property owned by or licensed to the Supplier which is necessary for the End-User to use the Work Product in the context of carrying out the business for which the Work Product was intended.
5. For the avoidance of doubt nothing in this agreement shall give the Supplier any rights in relation to any of the End-User's or its Associated Companies' business processes or products.
2. The Supplier warrants to the End-User that:
1. No documents or other material and data or other information and devices or processes will be provided by the Supplier for use in the provision of the Services which infringe any third party intellectual property rights;
2. Any documents or other materials created by the Supplier in the provision of the Services for use by the End-User will be original and created specifically for the End-User.
3. The End-User warrants to the Supplier that no documents or other material and data or other information and devices or processes will be provided by the End-User to the Supplier for use in the provision of the Services which infringe any third party Intellectual Property Rights.
4. In the event that a claim for the infringement of third party Intellectual Property Rights is made or intimated against the Supplier in relation to documents or other material, data and other information or devices and processes provided to the Supplier by the End-User for use in the provision of the Services or which the End-User dictated should be used by the Supplier in the provision of the Services, the End-User shall indemnify the Supplier against any and all costs, expenses, damages or other losses suffered or payments made by the Supplier in connection with the claim and any associated judgement or settlement.

10. Confidentiality

1. Both parties will take all reasonable steps to ensure that any documents or other materials and data or other information which are supplied to the other party in the provision of the Services and are clearly marked as confidential remain confidential to the parties. Such information will only be made available by the parties to those personnel who have a reasonable need to know of it and the documents or other materials and data or other information or copies thereof will not be made available to any third parties. Either party is entitled to demand the return of all copies of any such documents or other materials and data or other information within seven days by giving the other party written notice.
2. In this agreement "Confidential Information" shall mean all Work Product and all information, data and materials relating to the services provided, the research activities, the products, business affairs, or other operations of the End-User which are disclosed to the Supplier by or on behalf of the End-User and marked confidential or if disclosed orally declared confidential, or which the Supplier knows or ought reasonably be aware are confidential.
3. This obligation of confidentiality will remain in force beyond the cessation or other termination of this Agreement.
4. On the cessation or earlier termination of this Agreement, each party shall return to other all documents or other material containing the Confidential Information.
5. This clause shall not apply to any documents or other materials and data or other information which are already in the public domain at the time when they are provided by either party, and shall cease to apply where either party is required by law to make a disclosure or if at any time the information becomes public knowledge through no fault of the other party.
6. Both parties undertake that any information which is received from the other party in the provision of the Services will only be used for the purposes of this Agreement.

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Fixed Price Work

Fixed price work is defined as delivering a pre-defined scope of work for a fixed price. The other Contract Terms & Conditions as defined above also apply to fixed price work. Where there is a conflict between Contract and Fixed Price Terms then the Fixed Price Terms have precedence.

1. The scope of the work must be defined and agreed by both parties before work commences.
2. If, once scope has been agreed, the End-User makes any changes to a part or whole of their system(s) which would increase the amount of work the Supplier has to do to deliver the agreed scope;
3. OR it becomes clear once work has begun that additional work to cover unknown or undisclosed aspects of the system(s) is required. THEN:
1. The Supplier can charge an additional fee, proportional to the existing quote, to cover the additional work. This fee must be agreed by mutual consent with both parties before any remedial work is began.
2. If the remedial fee is not agreed then the Supplier can terminate the agreement and hand over all work done up to that point once the outstanding balance for the percentage of work completed has been paid in full by the End-User.
3. The Supplier must inform the End-User immediately if they believe a remedial fee will be required.
4. Prior to work commencing a non-refundable deposit of 40% of the total price must be paid in full.
5. If the project is divided into multiple deliverables (a.k.a Phases) THEN:
1. Work on each subsequent phase is only started once the previous phase has been paid in full.
2. After each phase both parties have the right to renegotiate the costs and delivery schedule of future phases if, the delivery of the current phase brings to light any factors that alter the assumed amount or complexity of work needed to deliver future phases.
6. Where there is a delivery schedule in place, the Supplier shall not be responsible for any delays in delivery caused by a failure of the End-User to provide any required materials, content, information, system access or such as needed to carry out the work.
7. Where a delivery schedule has been set the Supplier must make every professionally reasonable effort to meet this schedule. If there is a reason why the expected schedule can not be met then the Supplier must inform the End-User immediately.
8. Where a delivery schedule has been set, the End-User understands that, by the very nature of the work undertaken, this schedule is an estimate and not a guarantee.

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The terms and conditions on this page are our "default" terms and conditions. We may prior to agreeing a contract alter the specifics of the terms and conditions. In which case you will be given a revised schedule and conditions which will take precedence over those published here.