Terms and Conditions
Decoded Terms and Conditions Please read these Terms and Conditions carefully. All contracts for the provision of Decoded services shall be governed by these Terms and Conditions, signing of a Decoded proposal agrees to acceptance of these Terms and Conditions and will be required before providing any services to the Client.
1. Services
1.1 A contract under these Terms and Conditions shall come into force upon the signing of an agreed Decoded proposal. 1.2 Decoded shall provide the Services to the Client in accordance with these Terms and Conditions and to the highest standards.
1.3 A contract under these Terms and Conditions shall continue until:
• all the Services have been completed
• all the Deliverables have been delivered
• all the Charges have been paid in cleared funds Upon which the contact can be renewed or re-negotiated to include other services
1.4 Monthly managed marketing: monthly managed marketing charges are based on an hourly rate of the hours needed to deliver the specified tasks as stated in the signed proposal. Additional support, assistance and communications are calculated as part of the monthly fee. In the event that those hours are not fully used, Decoded will work pro-actively on furthering the client’s business, online presence, online marketing or will focus on other pressing activities in consultation with the client.
2. Deliverables
2.1 A time schedule with deliverables will be stipulated within the Decoded signed proposal prior to commencing work. For monthly managed marketing ongoing tasks, back up and technical support, as well as consultation will be agreed upon as part of the Decoded proposal.
2.2 Decoded will request business specific information or preparatory materials relating to the Deliverables to complete tasks. Decoded will always request this in writing but cannot be held responsible for any delay in progress if this information isn’t supplied in time.
2.3 Decoded will use its best endeavours to ensure that all Deliverables are delivered to the Client in accordance with the timetable set out in the signed proposal. In the rare event of unforeseen circumstances Decoded will communicate and agree with the client an adapted timetable.
2.4 The signed proposal together with these Terms and Conditions shall constitute the entire agreement between the parties and shall supersede all previous agreements, arrangements and understandings between the parties.
3. Confidentiality
3.1 Decoded will ensure full integrity and confidentiality when handling all present and future business / marketing strategies for clients.
4. Payments
4.1 Decoded shall issue invoices for the charges to the Client with a breakdown of work if it is a one off project or with stipulation of monthly tasks if it is a monthly contract. Invoicing will happen in advance of delivery of the services and payment is due within the agreed time period of 14 days upon receipt of invoice.
4.2 Development and one off projects will be charged on 40/40/20 basis, with a 40% fee due before commencement, 40% due on implementation and a final 20% due on live testing/implementation.
4.3 The Client must pay all charges owed within the period of 14 days following the receipt of an invoice issued in accordance with this clause.
4.4 The Client must pay by direct debit, bank transfer or cheque using payment details as stated on the invoice.
4.5 If the Client does not pay any amount properly due to Decoded under these Terms and Conditions, Decoded may:
• charge the Client interest on the overdue amount at the rate of 10% per week above the UK base rate (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month)
• in the event of severely overdue invoices, interrupt the Client’s online provision and withdraw services
5. Termination
5.1 Either party may terminate a contract under these Terms and Conditions immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
6. Effects of termination
6.1 Upon the termination of a contract under these Terms and Conditions, all of the provisions of that contract shall cease to have effect.
6.2 In the event of the client terminating their contract with Decoded when invoices are still outstanding, the domain names and files of the companies will only be released on full payment.
7. General
7.1 No breach of any provision of a contract under these Terms and Conditions shall be waived except with the express written consent of the party not in breach.
7.2 A contract under these Terms and Conditions may not be varied except by a written document signed by or on behalf of each of the parties.
7.3 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.
7.4 A contract under these Terms and Conditions is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to a contract under these Terms and Conditions are not subject to the consent of any third party.
7.5 A contract under these Terms and Conditions shall be governed by and construed in accordance with English law.