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Standard Terms

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  1. Introduction

1.1. These Ts&Cs generally explain how Bare does business. You’ll find project-specific terms in your Letter of Engagement.

1.2. We do all of our work with these points in mind, unless we’ve agreed otherwise in writing.

1.3. None of our proposals are intended to imply a legal partnership between us and you (this is talked about more specifically in the Partnerships Act of 1980).

  1. Definitions

2.1. Here are some words and phrases we use a lot:

  • “Business Day” - Any day between Monday and Friday, excluding Bank Holidays;
  • “The Client” - Any person or company who purchases services from the Supplier. Also referred to as You;
  • “The Commencement Date” - The commencement date for this agreement;
  • “Services" - The things the Supplier offers the Client (see your Letter of Engagement);
  • “The Supplier” - That’s us: Bare Collective Limited, also called Bare or Us.

2.2. References to statutes (or provisions thereof) refer to the most up-to-date version of that statute or provision.

2.3. The headings in these Conditions are for convenience only.

  1. Our Responsibilities to you

3.1. We’ll provide the services described in our engagement letter (or any updated versions of it) with care, skill and in a timely manner.

3.2. Any advice we give you will be based on the specific scope and limitations of our engagement. It also takes into account the amount, timeliness and accuracy of information provided to us. If you ask us to provide our advice in an abbreviated format or timescale, you accept that you will not receive all the information you would have done had we been able to perform the work without an abbreviated timescale.

3.3. We will not normally seek to verify or check any information you provide us, so you acknowledge that we’ll be relying on this information when we’re fulfilling our end of the agreement.

  1. Your Responsibilities to us

4.1. In order for us to complete the work to the best possible standard, you agree to provide us with complete, accurate and timely information and to carry out any obligations assigned to you.

4.2. You agree that any commercial decisions that you make are not our responsibility, and in taking such decisions you must take into account the restrictions on the scope and factors other than our work.

  1. Fees

5.1. Unless otherwise agreed in writing, our fees will be based on the number and seniority of staff required, the degree of skill and responsibility involved, and the resources required to complete the engagement. Our fee rates will be reviewed from time to time. Any fee estimate we may provide is not an agreement to perform the services within a fixed time. Also, while we will try our best to provide the most accurate fee estimate possible, the full complexity of the project scope will become apparent during the Roadmap session. There is likely to be some fluctuation in the original estimate following this session.

5.2. Any fee estimate you agree to is based on the assumption that we get all the information we need in a timely manner, and we have access to the people who hold this information. If delays (or other unanticipated problems that are beyond our control) occur this may result in additional fees.

5.3. All invoices will be charged including VAT.

5.4. We are entitled to submit invoices for services provided and disbursements incurred on an interim basis as the work progresses.

5.5. Our terms relating to payment of amounts invoiced are strictly 7 days net. We’re entitled to charge monthly interest at a rate of 2% above the base rate on all invoices that remain unpaid for 28 days.

5.6. We reserve the right to exercise a lien when there are any outstanding fees. This includes any documents or code belonging to you that may be in our possession.

5.7. We reserve the right to withdraw, retain or unpublish the work from the web that has been completed in the event that the invoice goes unpaid beyond 28 days.

  1. Personal guarantee

6.1. We may require that a director and/or controlling shareholder, agrees to sign a personal guarantee in respect of our fees and expenses. If such a request is refused, we’re entitled to halt any work in progress and to require immediate payment of any outstanding fees and expenses for our work to date.

6.2. You agree that by accepting these Ts&Cs, you are liable for any unpaid fees and expenses due to Bare Collective Limited and that you agree to be personally liable for payment of any unpaid fees and expenses on behalf of the company, partnership or limited liability partnership.

  1. Internal disputes

7.1. In the event of a dispute between those who are involved in the ownership of the business, it should be noted that our client is the business. This means we would not provide information or services to one party without the express knowledge and permission of all others. We will continue to supply information to the normal place of business for the attention of the directors.

  1. Variation and amendments

8.1. If the Client wishes to vary any details of the Letter of Engagement they must notify us as soon as possible. We’ll endeavour to make any required changes and raise any additional related costs.

8.2. If, due to circumstances beyond Bare Collective Limited’s control, we have to make any change in the arrangements relating to the provision of the Services, we’ll notify the Client straight away. We’ll keep such changes to a minimum, and we’ll offer arrangements as close to the original as possible.

8.3. If the client increases the scope of work, misses any agreed payment stage or misses any milestone attributed to them in the site build timeframes, any agreed launch date will be deemed null and void in respect of any dispute.

  1. Termination

9.1. Bare may terminate the agreement immediately if:

You breach your obligations as the client; or

You enter into liquidation, whether compulsory or voluntarily, goes into administration, or compounds with your creditors; or

You become bankrupt or shall be deemed unable to pay your debts (as discussed in Section 123 of the Insolvency Act 1986); or

You cease (or say you’ll cease) to carry on business; or

Any circumstances whatsoever beyond our reasonable control that necessitate for whatever reason the termination of the provision of services.

In the event of termination under clause 9.1 Bare Collective Limited will retain any sums already paid to it by the Client without prejudice to any of our other rights.

  1. Sub-Contracting

10.1. Bare may sub-contract any of its obligations under this Agreement without prior written consent. If we do, we’ll be responsible for every act of the sub-contractor as if it were an act of the Bare itself.

  1. Confidentiality

11.1. If you give us confidential information, we’ll always keep it confidential - except as required by law.

11.2. We’ll abide by clause 11.1 before, during and after our engagement.

  1. Intellectual property rights

12.1. We retain all copyright and other intellectual property rights in everything developed, designed or created by us either before or during the course of an engagement. We also retain all copyright and other intellectual property rights in all reports, written advice or other material provided by us to you, although the fees you pay us will allow you to use those materials.

  1. Health and safety

13.1. We’ll co-operate with your health and safety requirements, provided we’re given notice of them. Whilst on your premises our staff will get the same protection for health and safety purposes as is due to your employees. If we are required to enter the premises of a third party, you will use reasonable efforts to ensure that the third party also affords such protection to staff as is due to its employees.

  1. Quality of service

14.1. We aim to provide a high quality of service at all times. If you would like to discuss with us how our service could be improved, or if you are dissatisfied with the service that you are receiving please let us know by contacting Joanna Cruickshanks by email or telephone.

14.2. If you have a complaint you should first discuss your complaint with your Bare team.

14.3. All of our development includes XHTML or HTML markup and CSS templates. We will develop these using valid XHTML 1.0 Strict markup and CSS2.1 + 3 for styling. We will test all our markup and CSS in current versions of all major browsers including those made by Apple, Microsoft, Mozilla and Chrome. We will also test to ensure that pages will display visually in a similar way - specifically in Microsoft Internet Explorer 6 as this browser is now past its sell-by date. We will not test these templates in old or abandoned browsers, for example Microsoft Internet Explorer 5 or 5.5 for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified. If you need to show the same or similar visual design to visitors using these older browsers, we will charge you at the hourly rate for any necessary additional code and its testing.

  1. Communication

15.1. The risks associated with sending commercially sensitive information are not our responsibility. If you don’t accept this risk, you should notify us in writing that email is not an acceptable means of communication.

15.2. We’ll usually use email to communicate with you, which carries the risk of inadvertent misdirection or non-delivery. It is the responsibility of the recipient to carry out a virus check on any attachments received.

  1. Our staff

16.1. During the course of this engagement and for a period of six months afterwards you will not:

16.1.1. Solicit or entice away any member of our staff with whom you have had dealings with during this engagement; or

16.1.2. Employ any such person or engage them in a way to provide services to you.

16.2. This does not apply to any member staff who responds to an advertisement placed by you or on your behalf.

16.3. If points 16.1.1. Or 16.1.2. are breached, you will pay us 30% of the total annual remuneration package paid by us prior to his or her departure. You acknowledge that this provision is a fair and reasonable term intended to be a genuine assessment of your likely consequential losses.

  1. Liability

17.1. We will not be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims in connection with the performance of this contract and the services we provide.

17.2. You’ll compensate us against all damages, costs, claims and expenses if you damage any of our equipment or property.

17.3. We will not be liable to you or for any delay or failure to perform our obligations if it was due to any cause beyond our reasonable control.

17.4. We can never guarantee that any webpage or website will always be error-free, and so we can't be liable to you or any third party for damages arising out of the inability to operate the webpage or website - even if you have advised us of the possibilities of such damages.

17.5. All care and attention is taken to develop a webpage or website. However, sometimes things break and bugs can occur when other changes are made to the site - so all work cannot come with a warranty. Therefore it is agreed that only work that has been thoroughly tested and signed off by you will ever be put live.

  1. Cap

18.1. Our liability to you shall be limited to the total project value to cover claims of any sort whatsoever (excluding interest and costs) in connection with this engagement. This provision does not relate to death or personal injury nor to any liability arising as a result of fraud. It also excludes any liability that cannot lawfully be excluded or limited.

18.2. Where there is more than one party to this engagement letter (other than us), the limit of liability is allocated among us. It is agreed that, save where an allocation is expressly stated in our engagement letter, such allocation will be entirely a matter for you. If no such allocation is agreed, you will not dispute the validity, enforceability or operation of the limit of liability on the ground that no such allocation was agreed.

  1. The time for bringing any claims

19.1. Any claims for breach of contract, breach of duty, fault, negligence or otherwise will be brought against us within 2 years of the act or omission alleged to have caused the loss in question.

  1. Applicable law

20.1. This engagement letter is governed by English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party waives any right to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

20.2. All work performed is conducted using the current legislation according to the accounting period. We cannot be held responsible for future development and changes in the legislation.

20.3. Legislation that is retrospective in its application could impact on advice given to you by us prior to its introduction. We will not advise on the implications of such retrospective legislation unless you specifically ask us to do so.

  1. Contracts (Rights of Third Parties) Act 1999

21.1. People who aren’t party to this agreement have no rights under the Contracts Act 1999 to enforce any terms of this agreement. This clause does not affect any right or remedy of any person that exists or is available otherwise than pursuant to that Act.

  1. Data Protection Act 1998

22.1. To enable us to discharge the services agreed under this engagement we may obtain, use, process and disclose personal data about you. You have a right of access, under data protection legislation, to the personal data that we hold about you.

  1. Force Majeure

23.1. Neither you or us will be liable to the other or be deemed to be in breach of the Contract if the delay or failure was due to any cause beyond that party’s reasonable control. The following shall be regarded as causes beyond either party’s reasonable control:-

23.1.1. act of God, explosion, flood, tempest, fire or accident;

23.1.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;

23.1.3. acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

23.1.4. import or export regulations or embargoes;

23.1.5. strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of either the Supplier or the Client or of a third party);

23.1.6. difficulties in obtaining raw materials, labour, fuel, part or machinery; power failure or breakdown in machinery.

  1. Waiver

24.1. Any waivers Bare declares are one-offs, and do not count for subsequent breaches of the Agreement. A waiver of any term, provision or condition of this agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which the waiver is given.

24.2. No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of or the exercise of any other right, power or privilege.

  1. Severance

25.1. If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable the remainder of the provision in question shall not be affected.

  1. Copyright

26.1. We reserve all copyright and any other rights regarding Bare’s services or facilities. We’ll take such actions as may be appropriate to restrain or prevent infringement of such copyright.

  1. Notices and Service

27.1. Any information to be given by either party to the other shall be given by sending via pre-paid registered post, email, or phone.

27.2. Any notice or information given by post that is not returned to the sender as undelivered shall be deemed to have been given on the 14th day after the envelope containing it was posted. Proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.

27.3. Any information sent shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent to the other party 24 hours after transmission.

27.4. Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be affected by either party by causing such document to be delivered to the other party at its registered or principal office, or to such other address as may be notified to one party by the other party in writing from time to time.