OUTSIDERAL LLP

TERMS AND CONDITIONS OF SALE:
SERVICES

Last updated: 09 September 2023

00.BACKGROUND

These Terms and Conditions explain the basis under which Outsideral will provide the Services to the Client.

The Client should read these Terms and Conditions carefully to make sure that they understand what is agreed.

01.DEFINITIONS

In these Terms and Conditions, the following words and phrases have the following meanings:

“Client” means the person or company buying the Services, identified as such in Section 1 of the Statement of Work;

“Outsideral” means the legal entity selling the Services; contact details are on these Terms and Conditions;

“Parties” means the Client and Outsideral;

“Party” means either one of the Client or Outsideral;

“Services” means the services the Client is purchasing, any services Outsideral provides to the Client or must provide to the Client, under these Terms and Conditions;

“Contract”means a particular contract made under these Terms and Conditions between Outsideral and the Client;

“Acceptance Period” means up to 30 days after the Licensed work is provided to the Client. During these 30 days, Outsideral will carry out any tweaks and bug fixes reported by the Client to ensure the website is working in conformity with Section 2 of the Statement of Works. proposal or quotation agreed with the Client (Excludes any support hours.);
means 30 days after the Assignment Works is provided to the Client. During these 30 days, Outsideral will carry out any tweaks and bug fixes reported by the Client. The goal is to ensure the Assignment Works will conform with the Statement of Works, Proposal or Quotation (as applicable) agreed by the Client;

“Assignment Works” means those elements of the website, such as the visual appearance of the website (including page layouts, artwork, photographs, logos, graphics, animations, video works and text comprised in the website, as applicable) together with the source code, all mark-ups and style sheets included in or generated by the website (excluding any Third Party Materials and the Client Materials) the rights in which are to be assigned (rather than licensed) by Outsideral to the Client under Clause 30.6, as specified in Section 3 of the Statement of Work;

“Assigned Deliverables” means those Deliverables (excluding the Third Party Materials and the Client Materials). The rights which are to be assigned (rather than licensed) by Outsideral to the Client under Clause 30.9, as specified in Section 4 of the Statement of Work;

“Charges” means:

  1. the amounts specified in Section 7 of the Statement of Work and elsewhere in these Terms and Conditions;

  2. such other amounts as may be agreed in writing by the parties from time to time; and

  3. amounts calculated by multiplying the standard time-based charging rates of the developer/s (as notified by Outsideral to the Client before the date of the Contract) by the time spent by the personnel of Outsideral performing the Services (rounded down by Outsideral to the nearest quarter-hour;

“Client’s Confidential Information” means:

  1. any information disclosed by the Client to Outsideral OR whether disclosed in writing, orally or otherwise. That, at the time of disclosure, was marked or described as “confidential” or should have been understood by Outsideral, acting reasonably to be confidential;

  2. the financial terms of the Contract;

“Client Materials” means all works and materials supplied by or on behalf of the Client to Outsideral for incorporation into or integration with the website, for incorporation into the Deliverables, or for use in connection with the Services;

“Client Personal Data” means any Personal Data that Outsideral processes on behalf of the Client in relation to the Contract;

“Client Indemnity Event” has the meaning given to it in Clause 31.12.3;

“Confidential Information” means Outsideral’s Confidential Information;

“Confirmation of Acceptance” means Outsideral’s confirmation that the Client’s order has been accepted and a binding agreement has been formed for the supply of the Services;

“Deliverables” means those specified in Section 4 of the Statement of Work, and that Outsideral has agreed to deliver to the Client under these Terms and Conditions;

“Development Services” means the design and development of the website by Outsideral;

“Documentation” means website’s documentation produced by Outsideral, if any, and delivered or made available by Outsideral to the Client;

“Effective Date” means the date of execution of the Contract or the date when the agreement is accepted;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs);

“Licensed Deliverables” means the Deliverables excluding the Assigned Deliverables, the Third Party Materials and the Client Materials;

“Licensed Works” means the website, excluding the Third Party Materials and Client Materials;

“Outsideral Credit” means a textual credit for Outsideral incorporating a link to their website, in a form agreed by the parties acting reasonably (generally at the footer of the website);

“Provider Confidential Information
means any information disclosed by or on behalf of Outsideral to the Client;

“Source Code” means software code in human-readable form, including human-readable code compiled to create software or decompiled from software, but excluding interpreted code;

“Statement of Work” means a written statement of work agreed by or on behalf of each of the parties;

“Term” means the term of the Contract, commencing per Clause 30.1.1 or 31.1.1 and ending per Clause 30.1.2 or 31.1.2;

“Terms and Conditions” means all the documentation containing the Contract’s provisions, namely the main body of these Terms and Conditions and the Statement of Work. Includes any amendments to that documentation from time to time;

“Third Party Materials” means the works and/or materials comprised in the website excluding the Client Materials, the Intellectual Property Rights in which are owned by a third party, and which are specified in Section 5 of the Statement of Work, or which the parties agree in writing shall be incorporated into the website;

“Website” means the website developed or to be developed by Outsideral for the Client under the Contract, as specified in the Statement of Work. Includes all the Source Code for that website created by Outsideral in the course of providing the Services;

“Website Defect” means a material adverse effect on the appearance, operation, functionality, security or performance of the website, but excluding any defect, error or bug caused by or arising as a result of:

  1. any act or omission of the Client or any person authorised by the Client to use the website;

  2. any use of the website contrary to the intended use by the Client, or any person authorised by the Client to use the website;

  3. a failure of the Client to perform or observe any of its obligations in these Terms and Conditions; and

  4. an incompatibility between the website and any other system, browser types and versions, network, application, program, hardware or software not specified as compatible in the Website Specification; and

“Website Specification” means the specification for the website set out in Section 2 of the Statement of Work. Or the Quotation or Proposal (as the case may be), as it may be varied by the parties’ written agreement from time to time.

02.SERVICES

2.1. Oustideral is under a legal duty to supply the Services using reasonable care and skill.

2.2. The Services will be performed so far as reasonably practicable, at such time or times as Outsideral shall decide. Any times, dates or periods given by Outsideral for the provision of the Services are estimates only. Outsideral will make reasonable efforts to comply with any such time estimates and will perform the Services within a reasonable time. However, time is not of the essence regarding Outsideral’s performance of the Services.

03.Ordering

3.1. By ordering Services from Outsideral, the Client makes an offer to buy the Services for the price given by Outsideral. There is no binding contract between the Parties at the time when the order is made.

3.2. Outsideral will contact the Client by email to confirm the order. This Confirmation of Acceptance is Outsideral’s acceptance of the order made by the Client. When the Confirmation of Acceptance is received, there will be a binding contract between the Parties in accordance with these Terms and Conditions. The binding Contract will only be for the Services that are included in the Confirmation of Acceptance.

04.Contract

4.1. No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.

4.2. If any contract provision is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted. The rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

4.3. The Contract may not be varied except by a written document signed by or on behalf of each party.

4.4. Neither party may, without the prior written consent of the other party, assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.

4.5. The Contract is made for the benefit of the parties. It is not intended to benefit any third party or be enforceable by any third party. The parties’ rights to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.

4.6. Subject to Clause 11.1, these Terms and Conditions shall constitute the entire agreement between the parties concerning the subject matter of these Terms and Conditions and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

4.7. The Contract shall be governed by and construed under English law.

4.8. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.

05.Charges and Payments

5.1. The Client must make payments under any schedule agreed with Outsideral.

5.2. Where Outsideral has provided an estimate of the total price, the final price for the Services may be higher or lower than the estimate. Circumstances, where the price may be different from an estimate, include but are not limited to:

  1. the Services taking longer to complete than could have reasonably been anticipated;

  2. the Client making any changes to the Services after the price is agreed; or

  3. changes to the prices charged by any of Outsideral’s suppliers.

5.3. Without prejudice to any other legal right or remedy:

  1. suppose Outsideral does not receive any agreed payment by the due date. They can charge interest on the outstanding sum or sums in that case. Interest will be charged at 8% per annum above the Bank of England base rate, accruing daily from the due date until payment is made. Plus a £40 charge for unpaid invoices below £999.99 or £70 for £1,000 and above, as per government guidelines.;

  2. if the amounts not paid to Outsideral when due total 10% or more of the total value of the Services, Outsideral is entitled to suspend the performance of any remaining Services until the outstanding payments are made; and

  3. the Client will not refuse to pay any amount which is owed to Outsideral where there is only a minor or inconsequential defect or error in the performance of the Services.

06.Client’s Responsibilities

6.1. The Client shall co-operate fully with Outsideral in the performance of the Services. Co-operation shall include, but is not limited to:

  1. responding promptly and adequately to any correspondence, request, query or communication from or on behalf of Outsideral;

  2. promptly providing any information, documentation, instruction, support or other assistance as Outsideral reasonably requires;

  3. promptly making any space, resources or facilities available as may reasonably be required by Outsideral; and

  4. paying all sums due on time.

6.2. If the Client does not comply fully and properly with their responsibilities under this clause, Outsideral may without prejudice to their legal rights:

  1. charge the Client for any costs or expenses thereby reasonably incurred; or

  2. suspend the provision of the Services until the Client complies, so far as reasonably practicable, with their responsibilities under these Terms and Conditions.

07.Right to Cancel

7.1. The Client has the right to cancel within 14 days without giving any reason.

7.2. The cancellation period will expire 14 days from when the Contract for Services is agreed upon.

7.3. To exercise the right to cancel, the Client must inform Outsideral using the contact details provided below, of the decision to cancel by a clear statement (e.g. a letter or email). The Client can use the model cancellation form at the end of these Terms and Conditions, but it is not obligatory.

7.4. To meet the cancellation deadline, it is enough for the Client to send a notice under this clause before the cancellation period has expired.

7.5. The Client has no right to cancel this Contract as described in this clause if it relates to:

  1. the supply of Services (other than the supply of water, gas, electricity or district heating) where the price is dependent on fluctuations in the financial market which cannot be controlled by Outsideral and which may occur within the 14-day cancellation period;

  2. the supply of accommodation, transport of goods, vehicle rental services, catering or services related to leisure activities – if the Contract provides for a specific date or period for performance;

  3. an arrangement where the Client has specifically requested a visit from Outsideral to carry out urgent repairs or maintenance; or

  4. passenger transport, gambling, or financial services.

08.Effects of Cancelation

8.1. If the Client cancels under these Terms and Conditions, Outsideral will reimburse any payments received from the Client.

8.2. Outsideral will make the reimbursement without undue delay and not later than 14 days after the day on which Outsideral is informed about the Client’s decision to cancel.

8.3. Outsideral will make the reimbursement using the same means of payment as the Client used for the initial transaction. Unless the Client has expressly agreed otherwise, the Client will not incur any fees due to the reimbursement.

8.4. If the Client asked for the Services to start during the cancellation period, the Client must pay Outsideral an amount which is in proportion to what has been performed until the Client communicated the cancellation of the Contract, in comparison with the full coverage of the Contract.

09.Termination

9.1. Outsideral may terminate the Contract immediately by giving written notice to the Client if:

  1. any amount due to be paid by the Client to Outsideral under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

  2. Outsideral has given the Client at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Contract under this clause.

9.1. Unless otherwise agreed by both parties, the Contract will automatically terminate at the end of the Acceptance Period as per Clause 30.1.2

9.2. The Client may terminate the Contract by giving Outsideral written notice.

9.3. Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

  1. the other party commits any breach of the Contract, and the breach is not remediable;

  2. the other party commits a breach of the Contract, and the breach is remediable, but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

9.4 Subject to applicable law, either party may terminate the Contract immediately by giving written notice of termination to the other party if:

  1. the other party:

  1. is dissolved;

  2. ceases to conduct all of its business;

  3. is or becomes unable to pay its debts as they fall due;

  4. is or becomes insolvent or is declared insolvent; or

  5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

  1. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

  2. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or

  3. if that other party is an individual:

  1. that other party dies;

  2. as a result of illness or incapacity, that other party becomes incapable of managing their own affairs; or

  3. that the other party is the subject of a bankruptcy petition or order.

9.5. Outsideral may terminate the Contract immediately by giving written notice to the Client if:

  1. any amount due to be paid by the Client to Outsideral under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

  2. Outsideral has given the Client at least 30 days written notice, following the failure to pay, of its intention to terminate the Contract under this Clause 9.5.

10.Effects of termination

10.1. Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (under their express terms or otherwise indefinitely: Clauses 1, 4, 10, 14, 27, 30.2.6, 30.5.1, 30.5.4, 30.6, 30.8.2 and 30.8.4).

10.2. Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Contract shall not affect the accrued rights of either party.

10.3. Within 30 days following the termination of the Contract for any reason:

  1. the Client must pay Outsideral any Charges in respect of Services provided to the Client before the termination of the Contract; and

  2. Outsideral must refund to the Client any Charges paid by the Client to Outsideral in respect of Services that were to be provided to the Client after the termination of the Contract, without prejudice to the parties’ other legal rights.

11.Client’s Rights

11.1. If Outsideral fails to carry out the Services with reasonable care and skill or within a reasonable time, the Client has the right to request Outsideral to re-perform the relevant part of the Services. The Client can only make any such request if it is still possible for Outsideral to supply the Services to the required standard. Any such repeat performance will be carried out at no cost to the Client, within a reasonable time and without causing significant inconvenience to the Client.

11.2. If repeat performance under this clause is not possible, cannot be or has not been carried out within a reasonable time, or cannot be or has not been carried out without causing significant inconvenience to the Client, the Client has a right to a price reduction up to 100% of the price.

11.3. Outsideral shall pay where a price reduction is due under this clause, any refund due to the Client within 14 days of Outsideral agreeing that the Client is entitled to one. Any refund will be made by the same means of payment that the Client used, unless expressly agreed otherwise between the Parties. Outsideral will not charge any fee for any such refund.

12.Subcontracting

12.1. Subject to any express restrictions elsewhere in these Terms and Conditions, Outsideral can, at its discretion, choose to retain or instruct sub-contractors to carry out the Services in whole or part.

12.2. Outsideral must give to the Client, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.

12.3. Outsideral shall remain responsible to the Client for the performance of any subcontractor obligations.

13.Agency or Partnership

13.1. Nothing in these Terms and Conditions is intended to or does imply any partnership, fiduciary relationship, joint venture, agency or any other relationship between the Parties, save as provided for in these Terms and Conditions.

14.Limitations and exclusions of liability

14.1. Nothing in these Terms and Conditions will:

  1. limit or exclude any liability for death or personal injury resulting from negligence.

  2. limit or exclude any liability for fraud or fraudulent misrepresentation.

  3. limit any liabilities in any way that is not permitted under applicable law; or

  4. exclude any liabilities that may not be excluded under applicable law.

14.2. The limitations and exclusions of liability set out in this Clause 14 and elsewhere in these Terms and Conditions:

  1. are subject to Clause 14.1; and

  2. govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in Contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

14.3. Outsideral shall not be liable to the Client for any losses arising from a Force Majeure Event.

14.4. Outsideral shall not be liable to the Client for any loss of profits or anticipated savings.

14.5. Outsideral shall not be liable to the Client for any loss of revenue or income.

14.6. Outsideral shall not be liable to the Client for any loss of use or production.

14.7. Outsideral shall not be liable to the Client for any loss of business, contracts or opportunities.

14.8. Outsideral shall not be liable to the Client for any loss or corruption of any data, database or software.

14.9. Outsideral shall not be liable to the Client for any special, indirect or consequential loss or damage.

14.10. The liability of Outsideral to the Client under the Contract in respect of any event or series of related events shall not exceed the greater of the total amount paid and payable by the Client to Outsideral under the Contract in the 12 months preceding the commencement of the event or events.

14.11. The aggregate liability of Outsideral to the Client under the Contract shall not exceed the greater of the total amount paid and payable by the Client to Outsideral under the Contract.

14.12. If the Client or their servants or agents breach these Terms and Conditions or are negligent in their actions, the Client will, to the fullest extent permitted by law, indemnify Outsideral against any liability, loss, claim, damage, expense suffered by Outsideral as a result.

14.13. Outsideral shall not be liable to the Client under the Contract in respect of any event or series of related events that shall not exceed the greater of:

15.Force Majeure Event

15.1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

15.2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:

  1. promptly notify the other; and

  2. inform the other of the period for which it is estimated that such failure or delay will continue.

15.3. A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

16.Property and Intellectual Property

16.1. Any property or intellectual property rights in any material owned by Outsideral shall belong to Outsideral. The Client shall not cause or permit anything to endanger those rights or title, or permit, assist or encourage others to do so.

16.2. Any property or intellectual property rights in any material owned by the Client shall belong to the Client and Outsideral shall not cause or permit anything to endanger those rights or title, or permit, assist or encourage others to do so.

16.3. This clause is subject to the right of the Parties to use any such material so far as is reasonably required to carry out the agreed Services.

16.4. The Client warrants that any material, whether comprising documents, data, records or any other materials, that it provides to Outsideral does not infringe the intellectual property rights of any non-Party. The Client agrees to indemnify Outsideral against any loss, damage, cost, expense, or claim arising from such an infringement.

17.Confidentiality

17.1. The Parties will use their best endeavours to keep confidential any confidential information relating to the other party that is provided or otherwise accessed in the performance of the Services. Neither party shall disclose any confidential information without the other party’s consent except to comply with an order of a court of competent jurisdiction or, if required, in connection with legal proceedings relating to these Terms and Conditions.

17.2. The Parties’ obligations under this clause shall continue after the termination or completion of the Services unless or until the information concerned becomes public knowledge or is otherwise in the public domain through no fault of the party bound to keep it confidential under this clause.

18.Amendment and Transfer of Rights

18.1. These Terms and Conditions can only be amended by the Parties’ agreement in writing with signatures on behalf of both.

18.2. Outsideral is permitted to assign or transfer any rights or obligations under these Terms and Conditions or subcontract the same for performance to a third party. The Client is not permitted to assign or transfer any rights or obligations under these Terms and Conditions without the prior written permission of Outsideral.

19.Severance

19.1. If any of these Terms and Conditions provisions are unlawful, invalid or otherwise unenforceable, they will be severed from the remainder. The Terms and Conditions which are left will remain valid and enforceable.

20.Third Parties

20.1. For the purposes of the Contracts (Rights of Third Parties) Act 1999, these Terms and Conditions are not intended to and do not confer any rights on any person who is not a Party. Any person who is not a Party does not have the right to enforce any provision of these Terms and Conditions.

21.Circumstances Beyond the Control of the Parties

21.1. Neither Party shall be liable for any delay or failure to do anything under these terms and conditions due to circumstances beyond the reasonable control of that party. Such circumstances include – but are not limited to – industrial action, lockout, trade dispute, power failure, internet outage, fire, natural disaster or outbreak of war. As soon as possible after the discovery of such circumstances, the affected party must notify the other party in writing of any anticipated or existing delay or failure in performance.

21.2. If the circumstances in this clause continue for longer than 1 day, either party can end the Contract by giving the other 1 day’s notice in writing. All money owing under these Terms and Conditions before the circumstances arose shall be paid immediately.

22.Entire Agreement

22.1. These Terms and Conditions and the Confirmation of Acceptance are the entire agreement between Outsideral and the Client and supersede all prior terms, conditions, warranties or representations to the fullest extent permitted by law.

23.Status of Provider

23.1. Outsideral is not an employee of the Client but an independent contractor.

23.2. The termination of the Contract will not constitute unfair dismissal; nor will Outsideral be entitled to any compensation payments, redundancy payments or similar payments upon the termination of the Contract.

24.Waiver

24.1. Any failure or delay by Outsideral in using rights or powers provided by these Terms and Conditions shall not constitute a waiver of the whole or any part of these Terms and Conditions. The partial or sole use of any rights or powers provided by these Terms and Conditions shall not prevent further use of the same rights or powers. The rights, powers and remedies in these Terms and Conditions are additional to the rights of the Parties provided by law.

25.Governing Law and Jurisdiction

25.1. These Terms and Conditions shall be governed by and construed under English law. The courts of England and Wales will have exclusive jurisdiction concerning them.

26.Warranties

26.1. Outsideral shall provide the Services with reasonable skill and care.

26.2. Outsideral warrants to the Client that:

  1. Outsideral has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;

  2. Outsideral will comply with all applicable legal and regulatory requirements applying to the exercise of Outsideral’s rights and the fulfilment of Outsiderals’s obligations under these Terms and Conditions; and

  3. Outsideral has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

26.3. The Client warrants to Outsideral that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions

26.4. All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the Contract’s subject matter will be implied in the Contract or any related contract.

27.Interpretation

27.1. In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

  1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

  2. any subordinate legislation made under that statute or statutory provision.

27.2. The Clause headings do not affect the interpretation of these Terms and Conditions.

27.3. References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.

27.4. In these Terms and Conditions, general words shall not be given a restrictive interpretation because of being preceded or followed by words indicating a particular class of acts, matters or things.

28.Complaints

28.1. In case of a complaint of any nature, Outsideral can be contacted using the details below.

29.Contact Details

29.1. The Service Provider is OUTSIDERAL LLP trading as Outsideral of 32 Kinburn Street, London, England, SE16 6DW, and can be contacted at +44 (207) 097-1709 or contact@outsideral.com. In circumstances where the Buyer is required to contact the Seller in writing, they can write to the Seller at OUTSIDERAL LLP Unit 26371, PO Box 6945, London, W1A 6US

30.Web Design and Development service specifics

All contracts that Outsideral may enter from time to time to provide developing services shall be governed by these Terms and Conditions. By engaging Outsideral’s developer/s, the Client agrees to accept these Terms and Conditions.

30.1.Term

30.1.1. The Contract shall come into force upon the Effective Date.

30.1.2. The Contract shall continue in force from the effective date until the end of the Acceptance Period, upon which the Contract shall terminate automatically. The Contract can also be terminated under Clause 9 or any other provision of these Terms and Conditions.

30.1.3. Unless the parties expressly agree otherwise, each Statement of Work shall create a separate contract under these Terms and Conditions.

30.2.Development Services

30.2.1. Outsideral shall provide the Development Services to the Client.

30.2.2. Outsideral shall use reasonable endeavours to ensure that the Development Services are provided following the timetable set out in Section 6 of the Statement of Work and that copies of the website and any Documentation are delivered to the Client employing a secure online sharing hyperlink, following that timetable.

30.2.3. The Client acknowledges that a delay in the Client performing its obligations under these Terms and Conditions may result in a delay in the performance of the Development Services; and subject to Clause 14.1 Outsideral will not be liable to the Client in respect of any failure to meet the Development Services timetable to the extent that that failure arises out of a delay in the Client performing its obligations under these Terms and Conditions.

30.2.4. Outsideral shall keep the Client reasonably informed of the progress of the Development Services and, in particular, shall notify the Client of any substantial obstacles or likely delays in the performance of the Development Services.

30.2.5. Outsideral shall supply a current development version of the website to enable the Client to assess the progress of the Development Services and provide feedback to Outsideral regarding the website.

30.2.6. If the Contract terminates (for whatever reason) before the delivery of the completed website to the Client, Outsideral must, within 30 days following such termination, deliver to the Client all work in progress towards the website.

30.3.Client’s obligations

30.3.1. Save to the extent that the parties have agreed otherwise in writing, the Client must provide to Outsideral’s developer/s, or procure for Outsideral’s developer/s, such:

  1. co-operation, support and advice;

  2. information, content, images and documentation; and

  3. governmental, legal and regulatory licences, consents and permits are reasonably necessary to enable the developer/s to perform its obligations under the Contract.

30.3.2. The Client must provide to Outsideral’s developer/s, or procure for the developer/s, such access to the Client’s computer hardware, software, networks and systems as may be reasonably required by the developer/s, to enable them to perform their obligations under the Contract.

30.4.Client Materials

30.4.1. The Client must supply to Outsideral the Materials specified in Section 4 of the Statement of Work following any timetable set in Section 6.

30.4.2. The Client hereby grants to Outsideral a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client Materials to the extent reasonably required for the performance of Outsideral’s obligations and the exercise of Outsideral’s rights under these Terms and Conditions.

30.4.3. The Client warrants to Outsideral that the Client Materials will not infringe the Intellectual Property Rights or other legal rights of any person and will not breach the provisions of any law, statute or regulation in any jurisdiction and under any applicable law.

30.5.Intellectual Property Rights

30.5.1. Outsideral hereby assigns to the Client with full title guarantee all of the Intellectual Property Rights in the website, whether those Intellectual Property Rights exist on the Effective Date or come into existence during the term. This assignment is for the entire duration of the assigned rights, including all extensions, renewals, reversions and revivals. It includes the right to bring proceedings for past infringements of the given rights. This assignment shall take effect in respect of a work upon the delivery of that work to the Client.

30.5.2. Subject to any express written agreement between the parties, Outsideral shall ensure that the Third Party Materials are:

  1. licensed to the Client under the relevant licensor’s standard licensing terms (which the Client acknowledges may be open source or Creative Commons licensing terms);

  2. licensed to the Client on reasonable terms notified by Outsideral to the Client;

  3. sub-licensed by Outsideral to the Client on reasonable terms notified in writing by Outsideral to the Client; or

30.5.3. To the maximum extent permitted by applicable law:

  1. Outsideral irrevocably and unconditionally waives all moral rights (including rights of paternity and rights of integrity) in respect of the website to which Outsideral may at any time be titled; and

  2. Outsideral undertakes to ensure that all individuals involved in the preparation of the website will irrevocably and unconditionally waive all moral rights (including rights of paternity and rights of integrity) in respect of the website to which they may at any time be entitled.

30.5.4. Outsideral must use reasonable endeavours to:

  1. do or procure the doing of all acts; and

  2. execute or procure the execution of all documents that the Client may reasonably request from time to time in order to perfect or confirm the Client’s ownership of the rights assigned by these Terms and Conditions.

30.6.Outsideral’s Credit

30.6.1. Outsideral’s developer/s may include Outsideral’s Credit on each page of the Website footer.

30.6.2. The Client must retain Outsideral’s Credit on the website. Any adapted version of the website must not interfere with Outsideral’s Credit in any way which will have or may reasonably be expected to harm the value of Outsideral’s Credit to Outsideral, and may only remove Outsideral’s Credit at Outsideral’s request.

30.7.Charges

30.7.1. The Client shall pay the Charges to Outsideral under these Terms and Conditions.

30.7.2. If the Charges are based in whole or part upon the time spent by Outsideral’s developer/s performing the Services. Outsideral must obtain the Client’s consent before performing those Services that result in any estimate of time-based Charges given to the Client being exceeded, or any budget for time-based Charges agreed by the parties being exceeded. And unless the Client agrees otherwise in writing, the Client shall not be liable to pay Outsideral any Charges in respect of Services performed in breach of this Clause 30.7.2.

30.7.3. All amounts stated in or concerning these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value-added taxes, which will be added to those amounts and payable by the Client to Outsideral.

30.7.4. Outsideral may elect to vary any element of the Charges by giving the Client written notice of variation in the relevant element of the Charges after discussing with and agreeing with the Client.

30.8.Payments

30.8.1. Outsideral shall issue invoices for the Charges to the Client from time to time during the term as agreed between Outsideral and the Client.

30.8.2. The Client must pay the Charges to Outsideral within the period of the receipt of an invoice issued under this Clause 30.8.

30.8.3. The Client must pay the Charges by debit card, credit card, direct debit or bank transfer, using such payment details as are notified by Outsideral to the Client from time to time.

30.8.4. If the Client does not pay any amount properly due to Outsideral under these Terms and Conditions, Outsideral may:

  1. charge the Client interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month; or

  2. claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

30.9.Warranties

30.9.1. Outsideral warrants to the Client that:

  1. the website, as provided, will conform in all material respects with the Website Specification.

  2. the website will be supplied free from Website Defects.

  3. the website shall incorporate security features reflecting the requirements of good industry practice.

30.9.2. Outsideral warrants to the Client that the website, when used by the Client under these Terms and Conditions, will not breach any laws, statutes or regulations applicable under English law; providing, however, that Outsideral shall have no liabilities under this Clause 30.9.2 in respect of any such breach caused by the Client Materials or the Third Party Materials.

30.9.3. Outsideral warrants to the Client that the website, when used by the Client under these Terms and Conditions, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law; providing, however, that Outsideral shall have no liabilities under this Clause 30.9.3 in respect of any such infringement caused by the Client Materials or the Third Party Materials.

30.9.4. If Outsideral reasonably determines, or any third party alleges, that the use of the website by the Client under these Terms and Conditions infringes any person’s Intellectual Property Rights, Outsideral may act reasonably to:

  1. modify the website in such a way that it no longer infringes the relevant Intellectual Property Rights, providing that any such modification must not introduce any Website Defects into the website and must not result in the website failing to conform with the Website Specification; or

  2. procure for the Client the right to use the website under these Terms and Conditions.

30.9.5. If the situation in clause 30.9.4 above is a result of the Client Materials, the Client agrees to pay Outsideral any relevant charges applicable.

31.Digital Marketing Service Specifics

All contracts that Outsideral may enter from time to time to provide digital marketing services shall be governed by these Terms and Conditions. By engaging Outsideral’s developer/s, the Client agrees to accept these Terms and Conditions.

31.1.Term

31.1.1. The Contract shall come into force upon the Effective Date.

31.1.2. The Contract shall continue in force for one year from the Effective Date, at the end of which the Contract shall terminate automatically subject to termination under Clause 9 or any other provision of these Terms and Conditions.

31.1.3. Unless the parties agree otherwise, each Statement of Work shall create a separate contract under these Terms and Conditions.

31.2.Search Engine Optimisation Services

31.2.1. Outsideral shall provide the Search Engine Optimisation Services to the Client during the term.

31.2.2. Outsideral undertakes to the Client that it will not, in the course of providing the Search Engine Optimisation Services, use any technique that is in clear breach of the Google Webmaster Guidelines (in the form published at the time the relevant technique is actively used).

31.2.3. The Client acknowledges and agrees that:

  1. search engine algorithms will change from time to time, which may affect website rankings in the search engine results pages, and Outsideral has no control over such changes;

  2. it can take months for the Search Engine Optimisation Services to have any significant effects on the ranking of a website in the search engine results pages;

  3. website promotion is an ongoing task, and, should the Client terminate the Contract and/or stop promoting a website, that may harm the effects of the Search Engine Optimisation Services;

  4. Outsideral will not be responsible for any alterations to a website made by the Client or any third party that reverses or otherwise affects changes made to that website by Outsideral in connection with the Search Engine Optimisation Services; and

  5. notwithstanding the Search Engine Optimisation Services, a website’s search engine results page rankings and traffic levels may decrease and increase.

31.3.Client obligations

31.3.1. Save to the extent that the parties have agreed otherwise in writing, the Client must provide to Outsideral, or procure for Outsideral, such:

  1. co-operation, support and advice;

  2. information and documentation; and

31.3.2. The Client shall provide to Outsideral:

  1. assistance in determining appropriate keywords and keyword phrases to be targeted using the Services;

  2. such articles, blog posts and other written materials as Outsideral may reasonably request in connection with the performance of the Services or approval of such materials if Outsideral supplies them;

  3. direct access to analytical data concerning the Client’s relevant websites, such as data concerning referral sources, visitor activity, website usage, conversion rates and similar; and

  4. an email account using a relevant Client domain name.

  5. any other access details requested

31.4.Client's Websites

31.4.1. The Client shall provide to Outsideral, promptly following receipt of a written request from Outsideral, the facilities to access and make changes to the Client Websites to the extent reasonably necessary to enable Outsideral to fulfil its obligations under these Terms and Conditions.

31.4.2. The Client must not reverse, revert or materially alter any changes to the Client Websites made by or upon Outsideral’s instructions in the course of providing the Services without notifying Outsideral.

31.4.3. Outsideral must not use the Client Websites:

  1. to host, store, send, relay or process any material; or

  2. for any purpose, which is unlawful, illegal or fraudulent, breaches applicable laws, regulations or legally binding codes, infringes any third party rights or may give rise to any form of legal action against any person.

31.5.Reputation and goodwill

31.5.1. Outsideral undertakes that it will not, during the term and without the Client’s prior written consent, take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the Client.

31.5.2. The Client undertakes that it will not, during the term and without Outsideral’s prior written consent, take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of Outsideral.

31.6.Charges

31.6.1. The Client shall pay the Charges to Outsideral under these Terms and Conditions.

31.6.2. All amounts stated in or concerning these Terms and Conditions are exclusive of value-added taxes, which will be added to those amounts and payable by the Client to Outsideral.

31.6.3. Outsideral may elect to vary any element of the Charges by giving the Client not less than 30 days’ written notice of the variation

31.7.Payments

31.7.1. Outsideral shall issue invoices for the Charges to the Client from time to time during the term as agreed.

31.7.2. The Client must pay the Charges to Outsideral per the agreed payment terms.

31.7.3. The Client must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque or using such payment details as are notified by Outsideral to the Client from time to time.

31.7.4. If the Client does not pay any amount properly due to Outsideral under these Terms and Conditions, Outsideral may:

  1. charge the Client interest on the overdue amount at the rate of 5% per annum above the Bank of England base rate from time to time which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month; or

  2. claim interest and statutory compensation from the Client according to the Late Payment of Commercial Debts (Interest) Act 1998.

31.8.Confidentiality obligations

31.8.1. Outsideral must:

  1. keep the Client’s Confidential Information strictly confidential;

  2. not disclose the Client Confidential Information to any person without the Client’s prior written consent, and then only under conditions of confidentiality;

  3. use the same degree of care to protect the confidentiality of the Client Confidential Information as Outsideral uses to protect Outsideral’s confidential information of a similar nature, being at least a reasonable degree of care;

  4. act in good faith at all times concerning the Client’s Confidential Information; and

  5. not use any of the Client Confidential Information for any purpose other than for fulfilling the contractual obligations.

31.8.2. The other party may disclose, notwithstanding Clause 31.8.1, a party’s Confidential Information to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work for the Contract and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

31.8.3. The restrictions in this Clause 31.8 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or according to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

31.8.4. Upon the termination of the Contract, each party must immediately cease to use the other party’s Confidential Information.

31.8.5. Following the date of effective termination of the Contract, the relevant party must:

  1. irreversibly delete from its media and computer systems all copies of the other party’s Confidential Information;

  2. ensure that no other copies of the other party’s Confidential Information remain in the relevant party’s possession or control;

31.8.6. The provisions of this Clause 31.8 shall continue in force indefinitely following the termination of the Contract.

31.9.Data protection

31.9.1. Outsideral shall comply with the Data Protection Laws concerning the processing of the Client’s Personal Data.

31.9.2. The Client warrants to Outsideral that it has the legal right to disclose all Personal Data that it does, in fact, disclose to Outsideral under or in connection with the Contract.

31.9.3. The Client shall only supply to Outsideral, and Outsideral shall only process relevant data that is necessary to carry out the contractual obligations in each case under or concerning the Contract.

31.9.4. Outsideral shall only process the Client Personal Data during the term, subject to the other provisions of this 31.9.

31.9.5. Outsideral shall only process the Client Personal Data on the Client’s documented instructions, including concerning transfers of the Client Personal Data to a third country under the Data Protection Laws.

31.9.6. Outsideral shall promptly inform the Client if, in the opinion of Outsideral, an instruction of the Client relating to the processing of the Client’s Personal Data infringes the Data Protection Laws.

31.9.7. Notwithstanding any other provision of the Contract, Outsideral may process the Client Personal Data if and to the extent that Outsideral is required to do so by applicable law.

31.9.8. Outsideral shall ensure that persons authorised to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation.

31.9.9. Outsideral and the Client shall each implement appropriate technical and organisational measures to ensure security for the Client’s Personal Data.

31.9.10. Outsideral must not engage any third party to process the Client’s Personal Data without the Client’s prior specific or general written authorisation.

31.9.11. Outsideral shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.

31.9.12. Outsideral must notify the Client of any Personal Data breach affecting the Client’s Personal Data without undue delay and, in any case, not later than 72 hours after Outsideral becomes aware of the breach.

31.9.13. Outsideral shall, at the Client’s choice, delete or return all of the Client Personal Data to the Client after the provision of services relating to the processing and shall delete existing copies save to the extent that applicable law requires the storage of the relevant Personal Data.

31.9.14. Suppose any changes or prospective changes to the Data Protection Laws result in one or both parties not complying with the Data Protection Laws about the processing of Personal Data carried out under the Contract. In that case, the parties shall promptly use their best endeavours to agree on such variations to the Contract as necessary to remedy such non-compliance.

31.10.Indemnities

31.10.1. Outsideral shall indemnify and shall keep indemnified the Client against all liabilities, damages, losses, costs and expenses, including legal fees and amounts reasonably paid in settlement of legal claims suffered or incurred by the Client and arising directly or indirectly as a result of any breach by Outsideral of these Terms and Conditions (a “Provider Indemnity Event”).

31.10.2. The Client must:

  1. upon becoming aware of an actual or potential Provider Indemnity Event, notify Outsideral;

  2. provide to Outsideral all such assistance as may be reasonably requested by Outsideral concerning the Provider Indemnity Event;

  3. allow Outsideral the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Provider Indemnity Event; and

  4. not admit liability to any third party in connection with the Provider Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Provider Indemnity Event without the prior written consent of Outsideral.

31.10.3. The Client shall indemnify and shall keep indemnified Outsideral against all liabilities, damages, losses, costs and expenses, including legal expenses and amounts reasonably paid in settlement of legal claims suffered or incurred by Outsideral and arising directly or indirectly as a result of any breach by the Client of these Terms and Conditions (a “Client Indemnity Event”).

31.10.4. Outsideral must:

  1. upon becoming aware of an actual or potential Client Indemnity Event, notify the Client;

  2. provide to the Client all such assistance as may be reasonably requested by the Client concerning the Client Indemnity Event;

  3. allow the Client the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Client Indemnity Event; and

  4. not admit liability to any third party in connection with the Client Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Client Indemnity Event without the prior written consent of the Client, without prejudice to the Client’s obligations under Clause 31.10.3

31.10.5. The indemnity protection in this Clause 31.10 shall be subject to the limitations and exclusions of liability in the Contract.

CANCELLATION FORM

To:
OUTSIDERAL LLP
[contact@outsideral.com | OUTSIDERAL LLP Unit 26371, PO Box 6945, London, W1A 6US]*,[I | We]* hereby give notice that [I | We]* cancel [my | our]* contract for the supply of the following service(s):
________________________________________________________________________[Ordered on | Received on]* date: ___________Name of consumer(s):
________________________________________________________________________Address of consumer(s):
________________________________________________________________________________________________________________________________________________Signature of consumer(s)
(only if this form is notified on paper):__________________Date:______*As applicable by the Client.