Terms & Conditions
1. General Terms And Conditions
1.1 – These terms and conditions are the terms and conditions applicable to any Agreement made between Nice&Co® and the Client and comprising the Proposal and these terms and conditions whether for all or any of Website Development, Strategy, Graphic Design, Photography and Film, Consultancy or Website Hosting.
1.2 – The Agreement shall comprise only the Proposal and these terms and conditions but may be amended by agreement in writing between the Parties. No other terms offered or proposed to be incorporated by the Client shall be of any effect.
2.1 – Nice&Co® shall perform the services and deliverables set out in the Proposal. Unless stated otherwise or agreed upon via email or letter.
3.1 – Fees: Client agrees to pay Nice&Co® the fees listed in the Project Proposal, including all taxes.
3.2 – Hosting Website: Nice&Co® will host the Website on Nice&Co®’s web space while the Project is under construction. If the Website is not completed by the completion date listed in the Proposal, and the delay is not caused by Nice&Co®, Client agrees to pay Nice&Co® £20.00 per month for hosting until the Website is moved to its intended destination.
4. Payment For Website Development
4.1 – Payment Schedule: Payment is due when Nice&Co® completes each milestone as listed in the Proposal, and Client accepts the Deliverables for that milestone.
4.2 – Invoices: All invoices are payable within 14 days of receipt. Invoices shall list any expenses and additional costs as separate items. Unless otherwise agreed in writing the Project will not proceed to the next following milestone until all invoices applicable to all prior milestones have been paid in full.
4.3 – Withholding Delivery/Live Website: Nice&Co® may withhold delivery and transfer of ownership of any current work and/or prevent the Website from going live whilst any accounts are overdue for payment.
5. Changes To Project Scope
5.1 – Change Request: If Client wants to change the scope of the Project Client shall send Nice&Co® a written “Change Order” describing the requested changes in detail. Within seven (7) days of receiving a Change Order, Nice&Co® will respond with a statement setting out Nice&Co®’s availability, additional fees, changes to delivery dates or milestones, and any required modification to the Agreement. Nice&Co® will be entitled to charge for evaluating each Change Order at its standard rates.
5.2 – Acceptance/Rejection: Client will have seven (7) days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Nice&Co® will not be obligated to perform any services beyond those in the original Agreement.
5.3 – Nice&Co®’s response may be for a change to the Project price or for the additional work to be carried out on a time and materials basis.
5.4 – Nice&Co® shall not begin work on the revised services until it receives written acceptance of its proposals for the change.
6. Timing And Delays
6.1 – Timing: Nice&Co® will use commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Nice&Co®. Nice&Co® shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Nice&Co®’s ability to meet any and all times is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of the Agreement by Nice&Co®.
6.2 – Client Delays. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables.
7. Evaluation And Acceptance
7.1 – Approval Periods: Client, within seven days of receipt of each Deliverable, shall notify Nice&Co®, in writing, of any failure of such Deliverable to comply with the specifications or requirements in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment and Nice&Co® shall be entitled to request written clarification of any concern, objection or correction. Nice&Co® will correct any errors in a commercially timely manner. Any changes or amendments shall be subject to the terms of the Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.
8. Client Responsibilities
8.1 – Client shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision making with parties other than Nice&Co®; (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; (c) final proof-reading (and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors); and (d) ensuring that any information and claims forming part of Client Content are accurate, legal and conform to applicable standards in Client’s industry.
8.2 – Client shall co-operate, and ensure that Client’s staff and contractors cooperate with Nice&Co®’s staff and contractors and conduct itself at all times so as to ease the process of the Project.
9. Accreditation And Promotion
9.1 – Nice&Co® retains the right to reproduce, publish and display any elements of the Website or Graphic Design in Nice&Co®’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 such elements to the extent created by
10. Subcontractors And Staff
10.1 – Nice&Co® shall be allowed to use third party independent contractors in connection with the Services (“Sub-contractors”). Nice&Co® shall remain fully responsible for Sub-contractors’ compliance with this Agreement.
11. Representations And Warranties
11.1 – Client represents, warrants and covenants to Nice&Co® that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content or any Trademarks in connection with the Project will not violate the rights of any third parties, and (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials.
12. Rights In The Final Deliverables
12.1 – Upon completion of the Services, and expressly conditional upon full payment of all fees and costs due, Nice&Co® hereby grants to Client a non-exclusive, perpetual and worldwide right and license to use, reproduce and display, sub-licence and adapt the Final Works as part of the Website for the purpose of promoting the business, product(s) or service(s) as anticipated by the Proposal. All other rights including Copyrights, save for Copyright in any Trademarks, are retained by Nice&Co®.
12.2 – The rights granted to Client are for usage of the Final Works as part of the Website only. Client may not separately use any part of the Website without Nice&Co®’s consent.
12.3 – Upon completion of the Services, and expressly conditional upon full payment of all fees and costs due, Nice&Co® assigns to Client all of Nice&Co®’s Copyright, in and to Trademarks created by Nice&Co® as part of the Services. Nice&Co® shall at Client’s request and cost execute any documents reasonably requested by Client to evidence such assignment. Client acknowledges its responsibility to satisfy itself that the Trademarks do not infringe the registered or common law trademarks of any third party and Client shall indemnify, save and hold harmless Nice&Co® from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.
12.4 – Client Content, including pre-existing Trademarks, and any intellectual property therein shall remain the sole property of Client or its respective licensors. Client hereby grants to Nice&Co® a non-exclusive, nontransferable licence to use, reproduce, modify, display and publish the Client Content solely in connection with Nice&Co®’s performance of the Services and promotional uses of the Deliverables as authorized in this Agreement.
13. Rights Reserved To Nice&Co®
13.1 – Nice&Co® retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files, and Client shall return to Nice&Co® all Preliminary Works and Working Files in Client’s possession within thirty (30) days of completion of the Services.
13.2 – All Nice&Co® Tools are and shall remain the exclusive property of Nice&Co®. Nice&Co® grants Client a non-exclusive, non- transferable, perpetual, worldwide license to use the Nice&Co® Tools solely to the extent necessary to enable use of the Website.
13.2 – Nice&Co® retains Copyright ownership in any original Graphic Design comprising Final Works, including all rights to display or sell the same. Client shall return all original Graphic Design to Nice&Co® within thirty (30) days of completion of the Services.
14. Support Services
14.1 – During the first two (2) months following termination of the Agreement (“Warranty Period”), Nice&Co® shall provide up to four (4) hours of support services at no additional cost to Client. Support services means commercially reasonable technical support and assistance to maintain and update the Website including correcting any errors. Requests for additional support will be billed on a time and materials basis at Nice&Co®’s standard rate.
14.2 – The services in the Warranty Period do not include enhancements to the Project or other services outside the scope of the Proposal.
15.1 – During the Warranty Period, Client may request that Nice&Co® develop enhancements to the Website. Nice&Co® shall use commercially reasonable efforts to prioritise Nice&Co®’s resources to create such enhancements. Client understands Nice&Co® may have pre-existing obligations that may delay requested enhancements. Nice&Co® shall provide any enhancements on a time and materials basis at Nice&Co®’s standard rates.
16. Termination Of Web Development Agreement
16.1 – Unless the Agreement is terminated earlier in accordance with its terms, Nice&Co® will provide the Services until they are complete.
16.2 – Nice&Co® may immediately terminate the Agreement by notice in writing to the Client if the Client fails to pay to Nice&Co® any sum due under the Agreement by the due date for payment.
16.2.1 – Either party may terminate the Agreement forthwith by notice in writing to the other if the other party:
16.2.2 – is in material breach of the Agreement and fails (where the breach is capable of remedy) to remedy the breach within 21 days of the receipt of a request in writing to remedy the breach, such request setting out the breach and indicating that failure to remedy the breach may result in termination of the Agreement;
16.2.3 – is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
16.2.4 – has a receiver, manager, administrator or administrative receiver appointed over all or any parts of its undertaking, assets or income, has passed a resolution for its winding-up, or has a petition presented to any court for its winding-up or for an administration order; or
16.2.5 – has ceased or threatened to cease to trade.
17. Consequences Of Termination
17.1 – Each party shall return or, at the disclosing party’s request, destroy any confidential information of the other party.
17.2 – Without prejudice to its liability for any breach of contract Client shall pay Nice&Co® for the Services up to and including the date of termination in the amount of a pro-rated portion of the fees due. Client shall pay all incurred expenses and other sums chargeable under the Agreement.
17.3 – Each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party.
18. Relevant Terms
18.1 – The following provisions of the terms relevant to web design services are equally relevant to Graphic Design, Photography, and Film:
Clauses 2, 3.1, 3.2, 5, 6, 7, 8.2, 10, 16, 17.
19. Costs And Payment
19.1 – Payment: Payment is due when Nice&Co® completes each milestone as listed in the Proposal, and Client accepts the Deliverables for that milestone. If there are no milestones then payment is due on delivery of the relevant Deliverable(s).
19.2 – Invoices: All invoices are payable within 15 days of receipt. Invoices shall list any expenses and additional costs as separate items. Unless otherwise agreed in writing the Project will not proceed to the next following milestone (if any) until all invoices applicable to all prior milestones (if any) have been paid in full.
19.3 – Withholding Delivery: Nice&Co® may withhold delivery of any current work whilst any accounts are overdue for payment.
20. Client Responsibilitiest
20.1 – Client shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision making with parties other than Nice&Co®; (b) provision of locations and subjects; (c) approval of work in progress.
21.1 – Nice&Co® retains the right to reproduce, publish and display any elements of the Final Works in Nice&Co®’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 such elements to the extent created by Nice&Co®.
22. Rights In The Final Deliverables
22.1 – Upon completion of the Services, and expressly conditional upon full payment of all fees and costs due, Nice&Co® hereby grants to Client a non-exclusive, perpetual and worldwide right and license to use, reproduce and display the Final Works for the purpose of promoting the business, product(s) or service(s) as anticipated by the Proposal. All other rights including Copyrights, are retained by Nice&Co®.
23. The Hosting Services
23.1 – In consideration of the payment by the Client of the Fees, Nice&Co® agrees to provide the Services (host the Client Website on a server based within the European Economic Area) to the Client on the terms of the Agreement.
23.2 – Nice&Co® will use its reasonable endeavours to commence the Services in accordance with any timescale set out in the Proposal or otherwise agreed with the Client, provided that but Nice&Co® shall not be liable to the Client for any failure to meet any such timescale.
23.3 – example, changing the Server or the type or location of the server (within the EEA) provided only that such changes do not have a materially adverse effect on the quality of the Services.
23.4 – The Client shall have no right of ownership over or physical access to the Server.
24. Client’s Obligations. The Client shall:
24.1 – Immediately notify Nice&Co® on becoming aware of any unauthorised use or incursion into the Client Website;
24.2 – promptly provide to Nice&Co® and/or Nice&Co®’s consultants, employees and agents such information and assistance as they may reasonably require in order to be able to provide the Services and deal with them courteously and co-operatively; and
24.3 – use the Client Website, or allow it to be used, for any unlawful or fraudulent purpose or for the publication, distribution, copying, linking to, issue or display of any unlawful material (including any pirated software or any material which is obscene, pornographic, threatening, malicious, harmful, abusive, defamatory or which breaches the rights (including but not limited to intellectual property rights) of any third party or which is or encourages criminal acts or contains any virus, worm, trojan horse or other harmful code) under English law or the laws of the Client’s country of domicile or any other place where the results of such purpose or the material in question are likely to be be accessed;
24.4 – use the Client Website, or allow it to be used, for the publication, linking to, issue or display of any material which in the absolute discretion of Nice&Co® may harm or bring into disrepute Nice&Co® or any of Nice&Co®’s associated companies, suppliers or clients.
24.5 – use the Client Website in any way which in the reasonable opinion of Nice&Co® is excessively wasteful of resource within the Server.
25. Service Delivery
25.1 – The Services are provided by Nice&Co® to the Client on an “as is” and “as available” basis and, except where otherwise stated in the Agreement, no warranty or representation (whether express or implied) of any kind is given by Nice&Co® in connection with the Agreement, including but not limited to any warranty as to satisfactory quality and fitness for a particular purpose of any Deliverables. In particular, Nice&Co® gives no warranty and makes no representation that:
25.1.1 – the Services will meet the Client’s requirements;
25.1.2 – the hosting Services will be provided on an uninterrupted, timely, secure or error-free basis or without failure;
25.2 – Nice&Co® warrants that it will provide the Services with reasonable care and skill and within a reasonable time.
25.3 – Nice&Co® represents that it shall use reasonable endeavours to provide hosting Services continuously except during scheduled maintenance of the Server and that should Nice&Co® become aware of a Server fault or any error or interruption affecting the hosting Services it will as soon as practicably possible during Business Hours repair the Server or provide an alternative server as a replacement.
26. Force Majeure
26.1 – Neither party is under any liability to the other party in respect of anything which, apart from this provision, may constitute a breach of the Agreement arising by reason of force majeure which means, in relation to either party, acts of God, acts of any governmental or supranational authority, war or national emergency, riots, civil commotion, fire, network failure, systems fault, unauthorised use of or access to any IT system owned, used or accessed by Nice&Co® or the Client (including but not limited to hacking), explosion, flood, epidemic, lock outs (whether or not by that party), strikes and other industrial disputes (in each case, whether or not relating to that party’s workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions, or by any act, event, omission or accident beyond that party’s reasonable control.
26.2 – 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 of any dates for performance. Each party shall use reasonable efforts to notify the other party, in writing, of a delay.
27. Late Payments And Tax
27.1 – Any sums payable by the Client to Nice&Co® under the Agreement are exclusive of value added tax or any similar taxes, levies or duties, which will be added to such sums and be payable by the Client at the prevailing rate.
27.2 – All sums payable to Nice&Co® under the Agreement shall be paid by the Client in full with no set off or deduction.
27.3 – A monthly service fee of 1.5 percent, or the maximum allowed under the Late Payment of Commercial Debts (Interest) Act 1998, is payable on all overdue balances.
27.4 – Client shall pay all collection or legal fees caused by late payments.
27.5 – All grants of any licence to use or agreements to transfer ownership of any intellectual property rights under this Agreement are conditional on full payment being made.
28. Confidential Information
28.1 – Client’s “Confidential Information” means information provided to Nice&Co® concerning the business of Client that Nice&Co® should reasonably believe to be confidential. Nice&Co®’s “Confidential Information” means any Preliminary Works provided to Client. Any other material considered confidential by either party shall be designated as confidential before being provided.
28.2 – Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement.
28.3 – The restriction in clause 38.2 shall not apply to 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.
29.1 – The Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of the Agreement. Client agrees that it has not relied on any warranty or representation that is not set out in these terms and conditions or in the Proposal or in any written agreement amending either these terms and conditions or the Proposal.
29.2 – In the event of there being any conflict or inconsistency between the Proposal and these terms and conditions, the Proposal shall take precedence.
29.3 – No variation or amendment to the Agreement shall be effective unless agreed in writing.
29.4 – The Client shall not assign the benefit or delegate the burden of the Agreement or sub-license any of its rights under the Agreement without Nice&Co®’s prior written consent.
29.5 – If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.
29.6 – Failure or delay by either party in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement.
29.7 – Nothing in the Agreement confers on any third party any benefit or any right to enforce any provision of the Agreement.
29.8 – Any waiver by either party of any breach of, or any default under, any provision of the Agreement by the other party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.
29.9 – Any notice required to be given in connection with the Agreement shall be in writing and shall be sent by fax, email, posted or delivered by hand to the Registered Offices of the parties or in the event that there is no registered office, their principal place of business. Such notice shall be deemed to have been given when served if delivered by hand. If posted first class it shall be deemed given 48 hours following posting and if sent by fax or email at the time transmission was fully completed.
29.10 – The formation, existence, construction, performance, validity and all aspects of the Agreement shall be governed by English law and the parties submit to the jurisdiction of the English courts.
*Last updated on 14th July 2019