Terms & Conditions - Office Based 'Etelligent' Projects
This document defines the general terms (and provides additional explanation to clarify and amplify those terms) that apply to small consultancy projects undertaken by Colony101 UK Limited (Colony101) related to the Etelligent Email Marketing System. They are incorporated into and form an integral part of our contract to undertake the project. The activities covered are typically email design and build, database updates and bespoke reporting.
The client, in approving the project, accepts that all of these terms have been read, understood and agreed.
1. Performance
1.1 All commitments with respect to the timing and scope of a project given to the client by Colony101 - whether verbal or written - are made in good faith but are made necessarily in advance of knowing the full scope of the difficulty that may pertain to performance on specific points (for example, un-foreseeable difficulty in obtaining certain information requested by the client). For this reason, whilst Colony101 agrees to use its best endeavours to fulfil such commitments to clients on the timing and the scope of consultancy and other projects we cannot guarantee performance in either respect.
1.2 Where the contract specifies that a named individual will provide our service, Colony101 agrees to take all reasonable steps to ensure that these persons will remain on these assignments for the full length of the contract.
1.3 Colony101 further agrees to obtain the client's agreement to any significant substitution of personnel that is necessitated by unforeseen circumstances - such as staff sickness.
2. Time Basis for Contracts
2.1 The unit of activity is normally the Hour, except where otherwise agreed in advance.
2.2 Activity time includes all time-spent acting for the client - design, programming, development, administrative, preparatory, production and telephone time.
3. Fees
3.1 Unless otherwise specified, all projects are undertaken on the basis of a 'time based rate' (e.g. an hourly rate). The Client will be charged at the hourly rate as specified in the ‘estimate'.
4. Cancellation Rights
4.1 Should the client cancel the project the client will be liable for all work undertaken up to the time that the project was cancelled.
5. Payment Terms
5.1 Invoices will be issued on completion of the project.
5.2 Progress invoices will be issued covering ‘work done to date' should the project be held up or delayed by the client. For example, if the client takes more than 1 week to approve design work, or provide information required by the consultant to continue the project.
5.3 Unless specifically stated, payment terms are strictly 30 days from the date of invoice
5.4 Colony101 shall be entitled to charge interest at the rate of 2% per month on all amounts that remain unpaid 30 days after the agreed payment date.
6. Publicity
6.1 Colony101 shall have the right, without further reference to the client, to publicise the fact that the client is, or was, a client and to utilise the client's name in publicity materials in this respect. Colony101 may also describe in general terms the type of work conducted for the client, but shall not be permitted to link the two without the prior permission of the client.
7. Limitation of liability
7.1 Without prejudice to other more restrictive limitations elsewhere in this contract, liability on the part of Colony101 is limited to the value of the contract with the client or the value of the loss whichever is the smaller. Colony101 accepts no liability for the consequences of its information, opinions and advice, whether direct or indirect.
8. Force Majeure
8.1 Whilst Colony101 agrees to use its best endeavours to perform the contract for the client as specified, Colony101 will not be responsible for any delays or failure to complete the contract which are beyond Colony101's control and which could not have been reasonably predicted.
8.2 Where the delay caused by third party events outside either party's control or influence causes such delay that the purpose of the contract is wholly or significantly destroyed, either party shall be entitled in these circumstances to cancel the remaining portion of the contract. In such circumstances the client will not make any further payments of fees but there will be no refund of payments already made (including any payments for that part of the contract that remains unfulfilled) and Colony101 will be entitled to recover any costs already incurred.
9. Jurisdiction
9.1 Any disputes or claims shall be governed by and construed in accordance with English law and the jurisdiction of the English courts.