Terms and Conditions of Business
Nic and Ari Limited t/a Zostro Digital
The following terms and conditions apply to all relationships between you, the “Client”, and ourselves, Nic and Ari Limited., ‘Us’ trading as
‘Zostro Digital’ and referred to as Zostro Digital within this document.
- Entire Agreement
These terms and conditions of business together with any proposal or quotation by ‘Zostro Digital” and accepted by the Client comprise the entire agreement between the Parties (“the Agreement”) and supersedes all prior representations, warranties and agreements of whatsoever nature between the parties.
- The Services
‘Zostro Digital” shall carry out the Services (as described in the proposal) with reasonable skill and care, but will have no liability whatsoever to the Client for any failure to do so. Zostro Digital shall use reasonable endeavours to adhere to any programme agreed for the services but shall incur no liability for any failure to do so.
The Client shall pay Zostro Digital for the Services. Unless otherwise stated in this Agreement ‘Zostro Digital” shall submit to the Client at the end of each monthly period an invoice detailing the appropriate charges for that month, which detail shall where appropriate include the number of hours work and the rate per hour for the work carried out.
In connection with the Services, we will charge you for any materials and services we buy in from outside suppliers. For most bought-in goods or services, we will charge you at cost plus a minimum 20 per cent handling fee. The same percentage will be applied to incidental costs such as taxis, expenses, deliveries and other out of pocket disbursements.
- Payment Procedure
Payment for each amount invoiced becomes due when the Client receives each invoice from Zostro Digital, by email. Not later than the final date for payment, which shall be 14 days after such invoice date , the Client shall pay to Zostro Digital the amount invoiced plus any VAT. If the Client does not pay the amount due to Zostro Digital by such final date then the Client shall also pay to Zostro Digital interest compounded monthly at a rate equivalent to 5% per annum above the official dealing rate of the Bank of Scotland and Zostro Digital may after giving at least seven days notice to the Client suspend performance of the Services including any web hosting until payment is received in cleared funds.
If paying recurring monthly payments by direct debit, please note that Zostro Digital has appointed the BACS Approved Direct Debit Bureau, GoCardless to collect your payments. ZOSTRO DIGITAL will be shown on your bank statement for these direct debit payments.
The Client may by giving written notice to Zostro Digital from time to time make changes to the Client’s requirements and information, issue additional instructions and require additional services or direct the omission of part of the Services without invalidating this Agreement.
Before any such change, addition or omission is performed ,the value of any change, addition or omission , shall be determined by mutual agreement of the Parties. In the event that the Parties do not agree the value of any such change , addition or omission as aforesaid in writing prior to the performance thereof they shall each use best endeavours to do so as soon as reasonably practicable thereafter. In the absence of agreement, additional payment shall be in accordance with clause 3 payment above and the value of any omission shall be compute on the basis of the estimated cost to Zostro Digital which would have been incurred had the Services not been omitted. If subsequent to the commencement of any Services the cost to Zostro Digital of performing any part of the Services is increased or decreased by reason of the coming into force of any law, statute, by-law, regulation or other measure having the force of law and for which no adequate provision is made, the amount of such increase or decrease shall be added or deducted as the case may be.
- Deposits and advanced payments
Notwithstanding the remaining terms hereof on all Services excluding Print, and excluding VAT, a deposit of 50% of the total value of the Services shall be payable by the Client to Zostro Digital prior to the commencement of the Services. Zostro Digital shall issue an invoice for the deposits so paid.
Any website hosting, monthly marketing programmes, support and Licence fees will be charged in advance and must be paid in advance by Direct Debit arrangement.
By commissioning us to work on any project or by accepting the supply of ongoing services you are agreeing to these terms in connection with our web-based services, design services, and all other services provided by Zostro Digital.
- Legal rights in the project work
All copyright and other intellectual property rights in connection with our work and the Services on Client’s projects, shall belong to the Client once the Services are complete and all sums due to Zostro Digital have been paid in full.
Should the Client supply Zostro Digital with any work to incorporate into a design or in connection with the project or the Services, it is the responsibility of the Client to ensure that:
- the Client owns the copyright and all other rights in the work; or
- the Client has the necessary licence or other legal permission to use and reproduce the work; and
- Zostro Digital using the work will not in any way infringe any third party rights.
Any items , materials or work provided by the Client to Zostro Digital shall be at the sole risk of the Client.
The Client shall indemnify and hold harmless Zostro Digital from and against all consequences of a failure in this respect.
Both Parties agree to do everything reasonably possible to protect each other’s confidentiality.
In the event of a material default by either Party hereto, the other Party may by serving written notice terminate the Agreement (a) forthwith in the case of an irremediable default; or (b) 14 days after service of notice of a remediable default if the defaulting party has not made reasonable efforts to remedy the default. In the case of monthly fees for website, email hosting or marketing services 3 months written notice must be given.
- Payment on Cancellation
In the event that the Client is in breach of their obligations hereunder or if Zostro Digital properly cancel provision of the Services in terms hereof, the Client shall pay to Zostro Digital any fees and expenses or a reasonable proportion thereof in the event of Services which have been partially delivered resulting from Zostro Digital carrying out your instructions up to the date of cancellation.
Should the Client cancel the Services, or place the provision of them on hold indefinitely, at any stage, the total sum due by the Client to Zostro Digital will become due for immediate payment.
If within 12 months following completion of the Services the Client notifies Zostro Digital in writing that any of the Services have been performed by Zostro Digital in breach of its obligations hereunder, then Zostro Digital will provide such services as may be necessary to remedy such breach, the cost of such services being borne by Zostro Digital up to a maximum of the total fee due. Save as expressly set out in this Agreement Zostro Digital shall have no liability for any loss (whether direct or indirect, consequential or otherwise) suffered under or in connection with this Agreement howsoever the same may be caused, including without limitation the fault, breach of contract, tort (including concurrent or sole and exclusive negligence) strict liability, breach of statutory duty or otherwise of the Consultant.Except for the express warranties set out in this Agreement, Zostro Digital makes no other warranties or representations of any kind whatsoever, express or implied, including any warranties of merchantability/satisfactory quality or fitness for purpose relating to the services to be provided by Zostro Digital under this Agreement and any such warranties are expressly excluded. The Client’s sole and exclusive remedies for any and all claims it might have against Zostro Digital arising out of any act, error or omission of Zostro Digital are those expressly set forth in this Agreement and the Client waives any other remedies it might have whether at law, or in equity and whether based on contract or in tort. Any and all releases, limitations on liability, restrictions, exclusions and indemnities running in favour of Zostro Digital in this Agreement shall include in the aggregate Zostro Digital’s officers, directors, shareholders, employees, agents and representatives. Nothing in this Agreement excludes or restricts liability for death or personal injury resulting from negligence.
- Third Party Rights
Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Force Majeure
Neither Party hereto shall be responsible hereunder (save for the payment of monies then due) for any delay, default or non-performance of this Agreement to the extent that such delay, default or non-performance shall be occasioned by Force Majeure. Force Majeure is any event or circumstance beyond the reasonable control of the Party, including, but not limited to, acts of God, labour strikes, lockouts or other labour difficulties, civil commotion, criminal acts of third persons, acts or omissions of sovereign states, fire, unavoidable accidents, seriously adverse weather conditions, war (whether declared or undeclared) or terrorism. The settlement of any strike shall be at the complete discretion of the Party whose employees are on strike.
- Assignment and Sub-Letting
Zostro Digital shall be entitled to Sub-Contract any of the Services hereunder. Neither Party shall assign or otherwise transfer any obligation or benefit under this Agreement without the prior written consent of the other Party.
- Proposal Term
Each cost proposal submitted by Us is valid for acceptance by the Client for a period of 60 days from date of submission. Any later consideration is open to cost revision and re-submission by Us.
The Laws of Scotland shall govern this Agreement and the courts of Scotland shall have exclusive jurisdiction except that any judgement award or order thereby obtained may be enforced in any jurisdiction.