Conditions of Supply
1.1 In these Conditions:
|means the person named on the Specification Sheet for whom the Supplier has agreed to provide
the Specified Service in accordance with these Conditions
|means the contract for the provision of the Specified Service
|includes, in addition to a document in writing, any map, plan, graph, drawing or photograph,
any film, negative, tape or other device embodying visual images and any disc, tape or other
device embodying any other data
|means any Documents or other materials, and any data or other information provided by the
Client relating to the Specified Service
|means any Documents or other materials, and any data or other information provided by the
Supplier relating to the Specified Service
|means the sheet or quotation to which these Conditions are appended detailing the work that is
to be carried out for the Client
|means the service to be provided by the Supplier for the Client and referred to in the
|means Digital Spotlight Limited (registered number 09303887)
|'SUPPLIER'S STANDARD CHARGES'
|means the charges shown in the Supplier's quotation given to the Client relating to the
Specified Service from time to time
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 SUPPLY OF THE SPECIFIED SERVICE
2.1 The Supplier shall provide the Specified Service to the Client subject to these Conditions. Any changes or additions to the Specified Service
or these Conditions must be agreed in writing by the Supplier and the Client.
2.2 The Client shall at its own expense supply the Supplier with all necessary Documents or other materials, and all necessary data or other
information relating to the Specified Service, within sufficient time to enable the Supplier to provide the Specified Service in accordance with the
Contract. The Client shall ensure the accuracy of all Input Material.
2.3 The Client shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. The
Supplier shall have no liability for any such loss or damage, however caused. All Output Material shall be at the sole risk of the Client from the
time of delivery to or to the order of the Client.
2.4 The Specified Service shall be provided in accordance with the Specification Sheet and otherwise in accordance with the Supplier's current
brochure or other published literature relating to the Specified Service from time to time, subject to these Conditions.
2.5 Further details about the Specified Service, and advice or recommendations about its provision or utilisation, which are not given in the
Supplier's brochure or other promotional literature, may be made available on written request.
2.6 The Supplier may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document
relating to the provision of the Specified Service without any liability to the Client.
2.7 The Supplier may at any time without notifying the Client make any changes to the Specified Service which are necessary to comply with any
applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.
3.1 Subject to any special terms agreed, the Client shall pay the Supplier's Standard Charges and any additional sums which are agreed between
the Supplier and the Client for the provision of the Specified Service or which, in the Supplier's sole discretion, are required as a result of the
Client's instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client.
3.2 The Supplier shall be entitled to vary the Supplier's Standard Charges from time to time by giving not less than one weeks' notice to the
3.3 All charges quoted to the Client for the provision of the Specified Service are exclusive of any Value Added Tax, for which the Client shall
be additionally liable at the applicable rate from time to time.
3.4 The Supplier shall be entitled to invoice the Client following the end of each month in which the Specified Service is provided, or at other
times agreed with the Client.
3.5 The Supplier's Standard Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax,
and without any set-off or other deduction) within  days of the date of the Supplier's invoice.
3.6 If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have:-
3.6.1 to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4% above the base rate from time to time
of Yorkshire Bank plc from the due date until the outstanding amount is paid in full; and
3.6.2 serve notice upon the Client stating that the Supplier is entitled 7 days after the date of the notice to suspend all development work and
the provision of the Specified Service until payment of all outstanding amounts (including any costs and interest) is made. In the event that payment
is not received within 14 days of the date of the notice the Supplier is entitled to disconnect any Specified Service from a server or hosting facility
that the Supplier is providing to the Client.
4 RIGHTS IN INPUT MATERIAL AND OUTPUT MATERIAL
4.1 The property and any copyright or other intellectual property rights in:
4.1.1 any Input Material shall belong to the Client
4.1.2 any Output Material shall, unless otherwise agreed in writing between the Client and the Supplier, belong solely to the Supplier, subject
only to the right of the Client to use the Output Material for the purposes of utilising the Specified Service.
4.1.3 the Content Management System (CMS), Documents, source materials, source codes or software used in the creation of the Specified Service shall, unless otherwise agreed in writing between the Client and the Supplier, belong solely to the Supplier.
4.2 Subject to clause 4.4. any Input Material or other information provided by the Client which is so designated by the Client shall be kept
confidential by the Supplier.
4.3 Subject to clause 4.4 all Output Material or other information provided by the Supplier shall be kept confidential by the Client.
4.4 The confidentiality obligation in clauses 4.2 and 4.3 shall not apply to any Documents or other materials, data or other information which
are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public
knowledge through no fault of the other party.
4.5 The Client accepts that any breach of clause 4.3 by the Client could cause injury to the Supplier and that monetary damages would not be an
adequate remedy. In the event of a breach or threatened breach by the Client of its obligations in clause 4.3 the Supplier shall be entitled to
injunctive relief in any court of competent jurisdiction and the Client will reimburse the Supplier for any costs, claims, damages or liabilities
arising directly or indirectly out of a breach. Nothing in these Conditions shall be construed as prohibiting the Supplier from pursuing any other
remedies available to it for a breach or threatened breach.
4.6 The Client warrants that any Input Material and its use by the Supplier for the purpose of providing the Specified Service will not infringe
the copyright or other rights of any third party, and the Client shall indemnify the Supplier against any loss, damages, costs, expenses or other
claims arising from any such infringement.
4.7 Subject to clause 4.6, the Supplier warrants that any Output Material and its use by the Client for the purposes of utilising the Specified
Service will not infringe the copyright or other rights of any third party, and the Supplier shall indemnify the Client against any loss, damages,
costs, expenses or other claims arising from any such infringement.
5 WARRANTIES AND LIABILITY
5.1 The Supplier warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably
possible, in accordance with the Specification and at the intervals and within the times referred to in the Specification Sheet. Where the Supplier
supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third party, the Supplier
does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the
Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
5.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any
Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form,
or arising from their late arrival or non-arrival, or any other fault of the Client.
5.3 Except in respect of death or personal injury caused by the Supplier's negligence, or as expressly provided in these Conditions, the Supplier
shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty
at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs,
expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection
with the provision of the Specified Service or their use by the Client, and the entire liability of the Supplier under or in connection with the
Contract shall not exceed the amount of the Supplier's charges for the provision of the Specified Service, except as expressly provided in these
5.4 The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any
failure to perform, any of the Supplier's obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond the
Supplier's reasonable control.
6.1 Without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to terminate the Contract at any
time by giving not less than one weeks' notice to the Client.
6.2 Upon termination of the Contract for whatever reason the Supplier will be entitled to invoice the Client for work actually carried out in
performing (or partly performing) the Contract to the date of termination.
6.3 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other
commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice
to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his
or its creditors or has a receiver or administrator appointed.
7.1 These Conditions (together with the terms, if any, set out in the Specification Sheet) constitute the entire agreement between the parties,
supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions,
express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
7.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be given by any visible form on paper,
including facsimile and electronic mail addressed to the other party at its registered office or principal place of business or such other address
as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
7.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no
waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other
7.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of
the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
7.5 English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.