Home > Terms

1. SCOPE

1.1 These terms and conditions shall apply to the supply of a Solution as described in the Requirement identified in proposal ref ______ (the 'Solution') to be provided by Internet Arrow Limited whose registered office is at Faraday House, Electric Wharf, Coventry, CV1 4JF and any subsidiaries ("IA") to 'the Client' (as defined as ______, whose registered office is at ______) and shall apply in place of and prevail over any terms or conditions contained or referred to in correspondence or elsewhere or implied by trade custom practice or course of dealing unless specifically agreed to in writing by IA and any purported provisions or oral representations to the contrary are hereby excluded or extinguished.

2. PROJECT MANAGERS

2.1 The Client shall appoint a Project Manager who shall be authorised to determine on behalf of the Client matters relating to the supply of the Solution.

2.2 Arrow shall appoint a Project Manager who shall be responsible for the supervision and direction of the supply of the Solution.

2.3 The Client acknowledges that an IA Project Manager shall not have the authority to agree on behalf of IA any amendment or waiver of any term or condition hereof.

3 PRICE

3.1 IA will supply the Solution for a fixed sum as detailed in Schedule A. The fixed sum specified in Schedule A does not include Value Added Tax (no figures quoted by IA are to be considered as VAT inclusive). The fixed sum may be increased only in accordance with the express provisions of these terms and conditions or as otherwise agreed.

4 PAYMENT

4.1 IA will submit invoices as specified below. Payment of any invoice submitted by IA shall be made in full by the Client within FIFTEEN days of the date of issue or as detailed below.

4.1.1 Agreement to commence work, deposit payment of 40% of total solution cost, excluding support or ongoing charges.

4.1.2 Following visual / concept approval further 30% of total solution cost, excluding support or ongoing charges. In the case of documentation, type works, i.e. specification / analysis, this payment is due on the approval of the document outlined.

4.1.3 Final Payment

4.1.4 Development (system / programming and or design):

4.1.4.1 Following demonstration of solution, loaded and available from IA facilities (either on customers or demonstration domain) further payment of 20% of total solution cost, payment for support or ongoing charges also due

4.1.4.2 Final 10% payment due, following customer acceptance and approval for full live running, in the case of documentation 30 days following final agreed modifications.

4.2 If any such sum due from the Client under the terms of this Agreement shall not be paid by the Client, IA reserves the right to charge interest at the rate of three per cent per annum over the Barclays Bank Base Rate from time to time in force on the sum due in respect of the period from the due date to the date of actual payment.

4.3 If the Client shall fail to pay any sum due IA may, without prejudice to any other remedy, cease all work in progress in respect of the Supply or any part thereof until the payment be made, in which case IA shall be entitled to invoice the Client, which shall immediately pay in full, all work in progress then remaining to be charged and the reasonable expenses of IA occasioned by such cessation and any subsequent resumption of work, and shall grant to IA an appropriate extension to the period of the supply.

4.4 No counter-claim or set-off may be deducted by the Client from any payment due to IA without the prior written consent of IA.

4.5 Where a debt or debts remain outstanding beyond there due date. IA reserve the right to discontinue or cease all services (without prior notice) provided by IA or provided by a 3rd party using equipment, services or software provided by IA.

5 DEPENDENCIES

5.1 The Client recognises that IA is dependent on the Client for certain information and materials in order to meet its obligations under this contract. Within 14 days of written agreement to proceed IA will provide Schedule B a list of information and materials and the date by which such information and materials must be delivered to IA in order for IA to meet its obligations. IA may add any other reasonable requirements to this list that come to light during the implementation of the Solution.

5.2 The Client agrees that late delivery of or fault or omission in the specified information and materials will incur delays in the timetable for the supply of the Solution and cause increased costs to IA, and agrees to pay these in full. Increased time will be paid at IA's standard fee rates prevailing at the time. All other increases will be paid at cost to IA.

5.3 IA shall not be liable for any delay or fault in the supply of the Solution arising directly or indirectly from any late delivery of or fault or omission in the specified information and materials supplied by the Client.

5.4 Whilst every care is taken with customer material (site content) IA shall not be in any way liable for (either content or the media on which the content is contained) its; loss, damage, commercial sensitivity. Prior to the submission, by whatever means; either conventional delivery e.g. post / courier or electronic, the Client should ensure that suitable back-up copies are taken and safely stored.

6 STAFF CONDITIONS

6.1 Each party agrees that when their staffs are employed on the premises of the other party they shall comply with such rules and regulations as are notified to them for the conduct of staff on those premises.

6.2 The client undertakes that its staff participating in the work performed in respect of the supply of the Solution shall possess the appropriate skills and experience for the tasks assigned to them, and shall be available at such times as are agreed by the parties. Further, such staff shall so far as possible be fully acquainted with the terms of reference in relation to this Agreement. IA reserves the right to replace any of its staff employed on the supply of the Solution at any time.

6.3 Each party undertakes not to make any claim whatsoever against the staff of the other party (whether in respect of the supply of the Solution or otherwise) without the prior written consent of the other party.

6.4 The IA staff engaged in the supply of the Solution shall at all times remain under the management control of IA.

6.5 IA reserves the right to use subcontractors on the supply of the Solution to the Client at the sole discretion of IA.

7 INFORMATION

7.1 Each of the parties undertakes to provide each other promptly with all information concerning their operations and activities which may reasonably be required for the performance of their obligations under the agreement, and each of the parties' staff shall have the right of access to each other's staff and premises at all reasonable times on prior notice being given.

7.2 In the event of delay occasioned by the Client in the supply of such information, or access to the Client's staff or premises, IA reserves the right to review the charges (in the event that extra costs are incurred) and timescale of the contract in accordance with clause 5 of these Terms and Conditions.

7.3 If at any time during the supply of the Solution either party shall notice or suspect that any wrong assumptions have been made or wrong directions have been taken by either party they shall forthwith inform the other party in writing immediately.

8 DOMAIN NAME'S

8.1 As part of the solution it will be necessary to transfer an existing or register a / or domain name(s) for the client;

8.1.1 Domain transfer; IA will make best efforts to aid the client in the transfer of domain name(s) where possible. Client to provide written authority direct to IA (example letter content available on request), allowing IA to aid with the domain transfer.

8.1.2 Domain registration; where client request / or requires as part of the solution, client must be aware of any restrictions on use / terms of domain name registration that may be applicable to the domain required. IA have no authority, powers or standing with the registration bodies, and are not empowered to advise on domain disputes.

8.2 Transfer of the domain name, following termination of services with IA will only be performed when all outstanding payments have been cleared by the companies' bank.

8.3 Title to the domain name(s) remains with IA, should payments be outstanding with IA, for a period in excess of 90 days, IA have the option to resell the domain name(s), to recover any outstanding monies, Prior to such event, IA will;

8.3.1 Provide in writing, details of it's intent to sell / license the domain name, 14 days before commencing such action

8.3.2 Inform client of those interested parties.

8.3.3 Inform client of purchaser / user of the domain name.

9 CHANGE CONTROL

9.1 Either party may request at any time before the date of acceptance as specified in Clause 10 below that some change (including without limitation any modification, addition or reduction) be made to the Solution.

9.2 IA will advise the Client of the likely impact of any requested or recommended change, including any effect on IA's charges to the Client and/or timescales for the supply of the Solution, subject to clause 9.5 below.

9.3 The parties will respond in writing to, or will meet to discuss, any requested or recommended change as soon as practicable; but neither party will be obliged to agree to any requested or recommended change provided that the Solution in the unchanged form remains feasible.

9.4 Until such time as any change is formally agreed and recorded in writing, IA will unless otherwise agreed continue with the supply of the Solution as if such change had not been requested.

9.5 IA reserves the right to charge on a time and materials basis (at its standard fee rates and on its standard terms and conditions for time and materials work identified in Schedule A) for all work on change requests.

9.6 Both parties recognise that the actual process of responding to a change request, whether ultimately accepted or not, may lengthen the timescale and final cost of the supply due to the necessary use of staff on the critical path of the supply of the Solution.

10 DELIVERY AND ACCEPTANCE

10.1 IA will deliver copies of all files, which were produced specifically for the Client (including but not limited to graphics, program code, specifications and original visuals) on appropriate media upon payment of by the Client of all invoices relating to the Solution. Where the Solution includes equipment IA will also deliver (costs to be borne by client) the equipment to the Client as described in Schedule A (as applicable).

10.2 IA and the Client shall agree acceptance test criteria against which acceptance tests will be run. These acceptance test criteria may be modified by mutual agreement, and the Client will not unreasonably withhold agreement to such modifications.

10.3 The Client will prepare test data and results against these mutually agreed acceptance test criteria and provide IA with this data by the date shown under the delivery in Schedule B.

10.4 The Client will conduct the acceptance tests within the period shown in Schedule A (QA and testing), subject to pro-rata extension should any faults occur which render further testing impossible. Employees of IA shall be entitled to attend any or all stages of acceptance testing. The Client will advise IA promptly of any fault, and supply detailed supporting documentation and evidence. IA will correct any such faults with urgency, or supply a workaround, to avoid delaying the acceptance process.

10.5 The Client will pay at IA's standard daily fee rates for all time spent by IA staff on investigating submitted 'faults' that are established to be correctly functioning according to the Solution Requirement.

10.6 The Solution shall be deemed to be accepted by the Client when the Solution:
1. Passes the agreed acceptance tests, or
2. Is used otherwise than for acceptance testing purposes (an an example being the transfer to live running, with access from the customer domain); or when
3. Faults notified during the acceptance testing period in Schedule A (QA and testing) have been corrected, whichever is the earlier.

11 WARRANTY

11.1 Following acceptance IA will warrant the Solution for 30 (THIRTY) days from acceptance date. During this period IA will correct any faults against the Solution Requirement as modified by any detailed documented changes during the course of the supply. The Client will pay at IA's standard daily fee rates for all time spent on investigating submitted 'faults' that are established to be correctly functioning.

12 LIABILITY FOR LOSS OR DAMAGE

12.1 IA shall use all reasonable care in the provision of the Solution hereunder.

12.2 IA's liability to the Client for death or personal injury resulting from its own or that of its employees' negligence shall not be limited. Subject thereto:

12.2.1 IA shall not be liable to the Client for loss of profits, goodwill or any type of special, indirect, incidental or consequential loss (including but not limited to loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or IA had been advised of the possibility of the Client incurring such loss; and

12.2.2 IA shall have no liability in respect of any product or services to be supplied by the Client or any third party.

12.2.3 Save as expressly provided herein, all other terms and conditions, warranties or representations whether expressed or implied (by statute or otherwise) relating to the Solution and the supply of the Solution or imposing liability on IA is hereby excluded.

12.3 Subject to the limit set out in clause 12.4 below, IA shall accept liability in respect of damage to the tangible property of the Client resulting directly from the negligence of IA or its employees.

12.4 Save in relation to liability which is by law incapable of exclusion, IA' liability hereunder or otherwise arising from the provision of the Solution shall not in any circumstances exceed in the value of the contract or the full value of the charges paid by the Client under these terms and conditions, whichever is the lesser.

13 INTELLECTUAL PROPERTY

13.1 The copyright, patent, and other intellectual property rights ("IPR") in the Solution prepared by IA shall vest in IA. IA shall grant to the Client for the period specified or the period specified in an associated IA Service Agreement an exclusive licence to copy, modify and use (or in the case of IA standard products used in the Solution, a non-exclusive licence to use) the Solution for such time as the copyright, patent and other rights subsist in such IPR, except that in the event that the Client breaches the terms of use granted under this clause either before or after completion of the Solution the licence to use shall terminate forthwith, and in the event that IA terminates the Agreement in accordance with clause 15 the licence to use shall end upon such termination and not be deemed to continue after such event unless otherwise agreed in writing by IA. Use of the Solution and any copies shall be for the Client's own internal purposes only, unless otherwise agreed in writing by IA.

14 CONFIDENTIALITY AND PUBLICITY

14.1 Each party undertakes not to print, publicise or disclose to any third party any confidential information relating to the other party or its operations without the prior consent of the other party. IA and IA's sub-contractors agree to be similarly bound in respect of their involvement with the provision of the Solution. The Client undertakes not to publicise the supply of the Solution without prior consultation with IA if IA is identified in the materials, used for such without limitation

14.2 This Clause shall not apply to information that is or becomes public knowledge otherwise than through the default of the party concerned, or is already in the receiving party's possession, or is legally acquired by such party from a third party, or is required by law to be disclosed.

14.3 IA agrees to take reasonable steps to ensure that its staff and sub-contractors are bound by the provisions of this clause. The Client acknowledges that IA staff are not authorised to give any further undertaking without the written approval of an officer of IA.

14.4 IA may seek, and the Client shall not unreasonably withhold, permission to publicise IA's involvement directly by its trademark symbol affixed to the website or through press and other media

15 TERMINATION

15.1 Either party may terminate the Agreement forthwith by written notice to the other party if:

15.2 A: the other party shall commit a substantial breach (which shall be deemed to include but not be limited to any late payment) of any of its obligations under the Agreement and shall not have remedied such breach within four weeks of receiving written notice of the breach; or

15.3 B: the client shall become bankrupt or enter into liquidation or administration or have a receiver appointed of its assets or any part thereof, otherwise than for the purposes of amalgamation or reconstruction where the emergent company assumes all the obligations of the party in liquidation or receivership.

15.4 Provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either party, nor the continuance in force of any provision of the Agreement which is expressly or by implication intended to come into force on or alter such termination.

16 FORCE MAJEURE

16.1 Neither party shall be liable for any delay in meeting or for failure to meet its obligations under the agreement due to any cause outside its reasonable control including (without limitation) Acts of God, war, riot, malicious act of damage, fire, flood, acts of any government or public authority, failure of the public electricity supply, failure of any telecommunications service provider, failure or delay on the part of any sub-contractors beyond its reasonable control or the unavailability of materials. Further, IA shall not be liable for any such delay or failure resulting from a request by the Client for any change made to the supply of the Solution.

16.2 If IA is prevented from meeting its obligations due to any of the aforesaid causes it shall notify the Client of the circumstances and the Client shall grant a reasonable extension for the performance of the Agreement.

17 NOTICES

17.1 Any formal notice, consent or communication required to be given or served hereunder shall be given or served by sending it by first class mail to:
in the case of IA to:
Internet Arrow Limited, Faraday House, Electric Wharf, Coventry, CV1 4JF for the attention of Project Administration and to IA' Project Manager; in the case of the Client: 'the client' or to such other address as the respective party may advise by notice in writing from time to time.

17.2 Every notice shall be deemed to have been received and given at the time when in the ordinary course of posting it should have been delivered at the address to which it was sent.

18 LEGAL CONSTRUCTION

18.1 The parties have read and understand this Agreement and agree to be bound by all its terms and further agree that it constitutes the complete and exclusive statement of the agreement between them with respect to the subject matter hereof which supersedes all proposals, oral and written, and all other communications between them relating thereto.

18.2 No purported variation of the Agreement shall take effect unless made in writing and signed by an authorised representative of each party. Authorised representative to be an officer of the company and/or group in the case of IA, the responsibility lies with the customer solely to ensure that said person has such authority, list of company officers available on request.

18.3 The construction, validity and performance of this Agreement shall be governed by English Law and the parties hereby submit to the jurisdiction of the English Courts.

19 ASSIGNMENT

19.1 Neither party shall have the right to assign or otherwise transfer its rights or obligations under this Agreement except with the written consent of the other party, provided however that a successor in interest by merger, by operation of law, assignment, purchase, or otherwise of the entire business of either party, shall acquire all interest of such party hereunder without the necessity of obtaining prior written consent. Authorised representative to be an officer of the company and/or group in the case of IA, the responsibility lies with the customer solely to ensure that said person has such authority, list of company officers available on request.