Agreement means the Terms and Conditions and any other documents signed between client and Lightly Salted Ltd.
Project means the scope and purpose of the Client’s identified usage of the work product(s) as described.
Services means all services and product(s) to be provided to Client by Lightly Salted Ltd as described.
Final Deliverables means the final versions of Deliverables provided by Lightly Salted Ltd and accepted by Client.
Deliverables means the services and work product(s) to be delivered by Lightly Salted Ltd to Client.
Client Content means all materials, writing, images or other creative content provided by Client used in preparing or creating the Deliverables.
Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
Designer Tools means all design tools developed and/or used by Lightly Salted Ltd in performing the Services, including pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
Service Provider means Lightly Salted Ltd and any design agents.
Lightly Salted Ltd shall perform the services listed in the Scope of Work or proposal according to the Work Plan and Milestones schedule.
Fees. Client agrees to pay Designer the fees listed within the project proposal document, including all taxes if applicable.
Expenses: Client will pay Lightly Salted Ltd expenses, including but not limited to: (a) Incidental and out-of-pocket expenses at cost plus Lightly Salted Ltd's standard markup of 15%; (b) Mileage reimbursement, other than normal commuting, at 45 pence per mile; (c) Travel expenses, other than normal commuting, but including airfare and rental vehicles, with client approval.
Additional Costs: Any other costs, such as hosting, art licensing or photography, will be billed to Client.
Web Hosting of Final Deliverables: Lightly Salted Ltd will host the Final Deliverables on Client's web space while the Project is under construction unless otherwise agreed in writing.
Invoices: All invoices are payable within 30 days of receipt. Invoices shall list any expenses and additional costs as separate items.
Late Fee: A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable on all overdue balances.
Crediting Late Payments: Payments will be credited to late payments first, then to unpaid balances.
Collection Expenses: Client shall pay all collection or legal fees caused by late payments.
Withholding Delivery: Lightly Salted Ltd may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.
Withholding License: All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.
CHANGES TO PROJECT SCOPE
Change Request: If Client wants to change the scope of a project, Client shall send Lightly Salted Ltd a written Change Order describing the requested changes in detail. Within (10) days of receiving a Change Order, Lightly Salted Ltd will respond with a statement proposing designers availability, additional fees and changes to delivery dates.
Major Change: If Client requests are at or near 10% percent of the time required to produce Deliverables, Lightly Salted Ltd shall be entitled to submit a new and separate project proposal to Client for written approval. Lightly Salted Ltd shall not begin work on the revised services until a fully signed revised proposal and any additional fees have been received.
Minor Change: If Client requests are not Major Changes, Client will be billed on a time and materials basis at Lightly Salted Ltd's hourly rate of £40 per hour. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Lightly Salted Ltd may extend or modify any delivery schedule or deadlines as may be required by such changes.
Acceptance/Rejection: Client will have (10) days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Lightly Salted Ltd will not be obligated to perform any services beyond those in the original Agreement.
Service Provider Delays: Lightly Salted Ltd shall use all reasonable efforts to meet the project’s delivery schedule. Lightly Salted Ltd may extend the due date for any Deliverable by giving written notice to Client.
Client Delays: Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables.
General Delays: Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labour disputes, riots, acts of war, terrorism and epidemics.
EVALUATION AND ACCEPTANCE
Testing: Lightly Salted Ltd will test and correct Deliverables using commercially reasonable efforts before providing Deliverables to Client.
Approval Periods: Client shall, within (10) business days after receiving each Deliverable, notify Lightly Salted Ltd in writing of any failure to comply with the specification of a project or of any other objections, corrections or changes required. Lightly Salted Ltd shall, within (10) business days of receiving Clients notification, correct and submit a revised Deliverable to Client. Client shall, within (10) business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after (3) corrections by Lightly Salted Ltd, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the Agreement.
Client acknowledges that it is responsible for performing the following in a reasonable and timely manner: (a) Provide Client Content in a form suitable for use in the Deliverables without further preparation by Lightly Salted Ltd, unless otherwise specified in a project proposal; (b) Proof-read all Deliverables. Client will be charged for correcting errors after the acceptance of any Deliverable; (c) Make decisions regarding other parties.
ACCREDITATION AND PROMOTION
Accreditation: Lightly Salted Ltd shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Lightly Salted Ltd in the Deliverables.
Promotion: Lightly Salted Ltd retains the right to reproduce, publish and display the Deliverables in Lightly Salted Ltd’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
Promotional Approval: Either party, subject to the other’s reasonable approval, may describe its role in the project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.
Client’s "Confidential Information" includes information that Lightly Salted Ltd should reasonably believe to be confidential. Lightly Salted Ltd's "Confidential Information" includes the source code of any Lightly Salted Ltd Tools. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed.
Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure
RELATIONSHIP OF THE PARTIES
Relationship: Lightly Salted Ltd shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by contracts signed between client and service provider. Neither party is authorised to act as agent or bind the other party except as expressly stated in this Agreement. Lightly Salted Ltd and the work product(s) or Deliverables prepared by Lightly Salted Ltd shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
Design Agents. Lightly Salted Ltd shall be allowed to use third parties as independent contractors in connection with the Services (“Design Agents”). Lightly Salted Ltd shall remain fully responsible for Design Agents’ compliance with this Agreement.
No Exclusivity. This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Lightly Salted Ltd, and Lightly Salted Ltd shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Lightly Salted Ltd.
REPRESENTATIONS AND WARRANTIES
By Client: Client represents and warrants to Lightly Salted Ltd that: (a) To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party; (b) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; (c) Client will obtain all necessary and appropriate rights and licenses to grant license to Lightly Salted Ltd to use Third Party Materials.
By Lightly Salted Ltd: Lightly Salted Ltd represents and warranty to Client that: (a) Lightly Salted Ltd will provide the Services identified in the Agreement in a professional and workmanlike manner; (b) Lightly Salted Ltd shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Designer Tools, sufficient for Lightly Salted Ltd to grant the intellectual property rights provided in this Agreement; (c) To the best of Lightly Salted Ltd’s knowledge, the Deliverables will not violate the rights of any third parties; (d) If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Lightly Salted Ltd shall be void.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, LIGHTLY SALTED LTD MAKES NO WARRANTIES WHATSOEVER. LIGHTLY SALTED LTD EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO A PROJECT.
INDEMNIFICATION AND LIABILITY
By Client: Client shall indemnify Lightly Salted Ltd from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Lightly Salted Ltd shall promptly notify Client in writing of any third party claim or suit. Client shall have the right to fully control the defence and any settlement of such claim or suit.
By Developer: In the case of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Lightly Salted Ltd may at its own expense, replace any infringing content with non-infringing content.
Limitation of Liability: THE SERVICES AND THE WORK PRODUCT(S) OF LIGHTLY SALTED LTD ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF LIGHTLY SALTED LTD, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“LIGHTLY SALTED LTD PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF LIGHTLY SALTED LTD. IN NO EVENT SHALL LIGHTLY SALTED LTD BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY LIGHTLY SALTED LTD, EVEN IF LIGHTLY SALTED LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
RIGHTS TO FINAL DELIVERABLE
License: Lightly Salted Ltd grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.
Liquidation for unlicensed use: Additional use of any Deliverables by Client outside the scope of the license granted above requires additional fees. Lightly Salted Ltd shall be entitled to further compensation equal to (50) percent of the total original project fee unless otherwise agreed in writing by both parties. In the event of non-payment, Lightly Salted Ltd shall be entitled to pursue all remedies under law and equity.
RIGHTS TO DELIVERABLES OTHER THAN FINAL DELIVERABLE
Client Content: Client Content is the exclusive property of the Client. Client grants Lightly Salted Ltd a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Lightly Salted Ltd’s performance of the Services and limited promotional uses of the Deliverables as authorised in this Agreement.
Preliminary Works: Lightly Salted Ltd retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Lightly Salted Ltd within thirty (30) days of completion of the Services.
Designer Tools: All Designer Tools are and shall remain the exclusive property of Lightly Salted Ltd. Lightly Salted Ltd grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for a project.
Negotiation: Parties agree to attempt to resolve any dispute by negotiation between the parties.
Arbitration/Mediation: If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
Litigation: In all other circumstances, the parties specifically consent to the enforcement of this Agreement in accordance with the laws of England and Wales. The parties waive any jurisdictional or venue defences available to them and further consent to service of process by mail.
Attorney Fees: The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.
Modification/Waiver: Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
Notices: All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt.
No Assignment: Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party.
Governing Law: This Agreement shall be governed by the law of England and Wales.
Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.
Headings: Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect.
Last updated: 1st June 2018