Project Terms & Conditions

THIS AGREEMENT IS BETWEEN

OUTEREDGE UK LTD (Registered Number 03712531) whose registered office is at The Offices, 57 Newtown Road, BRIGHTON, BN3 7BA ("outer/edge"); and

The Customer as defined below ("the Customer").

The terms and conditions outlined below apply to all Services not carried out via a Support Plan (for example, a new website built or a fixed price project) and are in addition to our general terms and should be read as one.

1. INTERPRETATION

   1. In this additional agreement, the following terms (in additional to those in the general terms) shall have the following meanings:

      Acceptance - the acceptance or deemed acceptance of the Site by the Customer pursuant to clause 3;

      Acceptance Tests - the tests to be carried out on the Site referred to in clause 3;

      Business Hours - the hours of 9am to 5pm;

      Change Control Procedures - the procedures set out in clause 5;

      Fault - any fault with an outer/edge Product identified by the Customer in the Fault Report;

      Proposal - the high level description of the Services to be provided by outer/edge including the technical and functional specification for the Site;

      Support Services - the support services for the outer/edge Products pursuant to clause 4;

2. SCOPE OF THE PROJECT
   1. outer/edge shall:
      1. liaise with the Customer in developing a Proposal for the Site; and
      2. design, develop and deliver the Site in accordance with the Proposal; and
      3. provide the Services; and
      4. provide at the request of the Customer the Support Services.
3. DEVELOPMENT AND ACCEPTANCE OF SITE

   1. Once outer/edge has completed the consultation with the Customer pursuant to clause 2.1.1, outer/edge shall provide the Customer with a Proposal. The Proposal will remain valid for 30 days from the date of issue unless otherwise stated. The Customer shall indicate its approval of the Proposal by payment of a 40% (forty percent) deposit of the Charges relating to the Services as indicated in the Proposal. For the avoidance of doubt, such deposit is non refundable.

   2. The Customer shall have a period of ten (10) Business Days in which to submit written comments to outer/edge regarding the Proposal. The parties shall discuss any proposed amendments and shall use their reasonable endeavours to agree the final form of the Proposal within five (5) Business Days. For the avoidance of doubt if the proposed changes are material changes and affect the cost of development outer/edge shall provide the Customer with revised Charges.

   3. Any changes requested after final design mockups have been approved by the Customer will be chargeable pursuant to clause 5.

   4. HTML markup, Javascript and CSS created by outer/edge will work in the current version and two previous versions of Google Chrome, Firefox, Safari and Microsoft Edge. If the Customer requires the Site to be compatible with other browsers, additional charges will apply.

   5. Once outer/edge has completed the design and development of the Site in accordance with the Proposal it shall run the Acceptance Tests.

   6. The Acceptance Tests shall test compliance of the Site with the Site Proposal.

   7. Acceptance of the Site shall occur when the Site has passed the Acceptance Tests. outer/edge shall notify the customer when the tests have been passed and provide the results of the Acceptance Tests to the Customer in writing.

   8. If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of the Customer or by one of the Customer’s sub-contractors or agents for which outer/edge has no responsibility (“Non-outer/edge Defects”), the Site shall be deemed to have passed the Acceptance Tests notwithstanding such Non-outer/edge Defect. outer/edge shall provide assistance reasonably requested by the Customer in remedying any Non-outer/edge Defects by supplying additional services or products. If so requested, the Customer shall pay outer/edge in full for all such additional services and products at outer/edge's then current fees and prices.

   9. Acceptance of the Site shall be deemed to have taken place upon the happening of any of the following events:

      1. the Customer requests the Site to be deployed to a server not owned by outer/edge; or
      2. the Customer uses any part of the Site “live” (that is for any revenue-earning purposes or to provide any services to third parties other than for test purposes); or
      3. the Customer unreasonably delays the start of relevant Acceptance Tests or any retest for a period of 7 (seven) Business Days from the date when outer/edge is ready to commence running the Acceptance Tests or re-tests; or
      4. the Customer fails to inspect the Site, deemed Acceptance shall occur ten (10) Business Days from delivery of Site to Customer.
4. SUPPORT SERVICES
   1. In the event that the Customer shall become aware of a Fault, the Customer shall submit a Fault Report to outer/edge.
   2. The Customer shall ensure that the Fault Report comprises details of:
      1. the identity and contact details of the author of the Fault Report;
      2. the nature of the Fault; and
      3. steps to reproduce the Fault including any applicable screenshots
   3. outer/edge will thereupon promptly investigate the reported Fault to identify whether it is due to an error of outer/edge. Where the error and defect is due to the equipment or software not provided by outer/edge, outer/edge shall notify the Customer who shall then obtain the necessary support from an alternative provider. Where the Fault is due to an error in the outer/edge Product outer/edge will provide the Support Services.
   4. outer/edge shall provide the following Support Services to the Customer during Business Hours. If Support Services are provided outside of Business Hours outer/edge has the option to charge at its current rates;
      1. reasonable assistance in the resolution of queries via a telephone call originated by the Customer;
      2. recommendations relevant to the course of action necessary to recover from a fault, error or failure emanating from the Site or its use;
      3. the remote rectification of Faults by the issue of fixes in respect of the Internet Products; and
      4. the creation and dispatch to the Customer from time to time at outer/edge’s sole discretion of Maintenance Releases.
   5. The Support Services shall not include the diagnosis and rectification of a fault arising from:
      1. the improper use or neglect of any software or equipment;
      2. the modification or alteration of or interference with the outer/edge Products or its merger (in whole or in part) with any other software;
      3. the use of the outer/edge Product by an individual who has not undergone training with outer/edge to the required level or is not otherwise reasonably competent in the use of the product;
      4. the failure by the Customer to implement recommendations in respect of or solutions to Faults previously advised by outer/edge;
      5. a repair, adjustment, alteration or modification of the outer/edge Product by a third party save with the prior written authority of outer/edge;
      6. the use of the outer/edge Product for a purpose for which it was not designed.
5. CHANGE CONTROL
   1. Any request to change the scope of the Services shall be processed in accordance with the Change Control Procedure set out in this clause.
   2. outer/edge and the Customer shall discuss any changes proposed by the other and such discussion shall result in either:
      1. a written request for a Change by the Customer; or
      2. a written recommendation for a Change by outer/edge or, if neither of the Customer nor outer/edge should wish to submit a request or recommendation, the proposal for the Change will not proceed.
   3. Where a written request for a Change is received from the Customer, outer/edge shall, unless otherwise agreed, submit a “Change Notification” to the Customer within the period agreed between the parties.
   4. A written recommendation for a Change by outer/edge shall be submitted as a Change Notification direct to the Customer at the time of such recommendation.
   5. Each Change Notification shall contain:
      1. the title of the Change;
      2. the originator and the date of the request or recommendation for the Change;
      3. the reason for the Change;
      4. the full details of the Change, including any specifications and user facilities;
      5. the Charges, if any, of or associated with the Change;
      6. a timetable for implementation, together with any proposals for acceptance of the Change;
      7. the impact, if any, of the Change on other aspects of the agreement in question, including (but not restricted to) the Charges and accepted Proposal.
   6. Once agreed by the Customer and outer/edge in accordance with this clause, the Change shall be immediately effective and the Customer and outer/edge shall perform their respective obligations on the basis of the agreed amendment.
6. CHARGES AND PAYMENT
   1. The Customer shall pay forty percent of the Charges relating to the Services as a non refundable deposit at approval of the Proposal.
   2. The Customer shall pay the final balance due upon Acceptance
   3. outer/edge shall issue a monthly invoice (electronically) in respect of any Charges, and the Customer shall pay to outer/edge the Charges set out in outer/edge’s invoice within 30 (thirty) days of the date of the invoice by bank transfer.
   4. All Charges are exclusive of any applicable VAT and quoted in Sterling (GBP).
   5. If the Customer fails to pay any amount payable by it under this agreement, outer/edge shall be entitled but not obliged to charge the Customer interest on the overdue amount, payable by the Customer forthwith on demand, from the due date up to the date of actual payment, after as well as before judgement, at the rate of 8% per annum above the base rate for the time being of the Bank of England. Such interest shall accrue on a daily basis and be compounded quarterly. outer/edge reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
   6. Any charges for Third Party Products will be added to the Charges payable.
7. WARRANTIES
   1. outer/edge warrants that the Site will perform substantially for a period of 90 (ninety) days from Acceptance. If the Site does not so perform, then outer/edge shall for no additional charge ensure that the Site operates substantially.
   2. The warranty shall not apply to the extent that any failure to perform is caused by any Materials.
   3. This agreement sets out the full extent of outer/edge’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
   4. The warranty will become void should any party except for outer/edge make any changes to the Site.
   5. The warranty does not apply to any Third Party Products.
   6. For the avoidance of doubt, the warranty does not apply to Support Services.