1 Definitions
As used herein and throughout this Agreement:
1.1 Agreement means the entire content of these Terms and Conditions.
1.2 (the) Client means the company or individual who has agreed to take out work with Jable Limited.
1.3 Client Content means all materials, information, photography, writings, and other creative content provided by the Client for use in preparing and/ or incorporating the Deliverables.
1.4 Copyright means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.K. Copyright Law.
1.5 Deliverables means the services and work product specified in the Proposal/Statement of Work (SOW) to be delivered by Jable Limited to The Client, in the form as specified in the Proposal/SOW.
1.6 Designer Tools means all design tools developed and/or utilised by Jable Limited in performing the Services, including without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
1.7 Final Deliverables means all creative content, code, software developed or created by Jable Limited, or commissioned by Jable Limited, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Jable Limited’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials the final versions of Deliverables provided by Jable Limited and accepted by the Client.
1.8 Preliminary Works means all work including, but not limited to, software, code, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Jable Limited and which may or may not be shown and or delivered to the Client for consideration but do not form part of the Final Deliverables.
1.9 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal/SOW.
1.10 Services means all services and the work product to be provided to the Client by the Designer or Developer as described and otherwise further defined in the Proposal/SOW.
1.11 Third-party Materials mean proprietary third-party materials incorporated into the Final Deliverables, including, without limitation, stock photography or illustration, code libraries, software, applications, or websites.
1.12 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of the Client.
axes, Expenses, Fees, Charges or the costs of Changes.
2 Services
2.1 We will provide Services as agreed in a separate written agreement or proposal.
2.2 The scope, timeline, and deliverables will be defined in a Statement of Work (“SOW”).
2.3 We may subcontract portions of the work but remain responsible for its delivery.
3 Proposal/SOW
The terms of the Proposal/SOW shall be in effect for 14 days after presentation to the Client. In the event this Agreement is not executed by the Client within the time identified, the Proposal/SOW, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.
4 Fees and Charges
4.1 Fees. In consideration of the Services to be performed by Jable Limited, the Client shall pay to Jable Limited fees in the amounts and according to the payment schedule set forth in the Proposal/SOW, and all applicable sales, use or value-added taxes, even if calculated or assessed subsequent to the payment schedule.
4.2 Additional Costs. The Project pricing includes Jable Limited’s fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, software licenses, application licenses, subscriptions and online access or hosting fees, will be billed to the Client separately unless specifically otherwise provided for in the Proposal/Contract. The client will be responsible for payment of any such ongoing third-party costs.
5 Invoices and Payment
5.1 Jable Limited requires that any queries relating to any invoice raised be made within 14 days of the invoice date. The client agrees that the invoice is accepted if no query has been raised within 14 days of the invoice date. All invoices are payable on or before the due date of the invoice.
5.2 Jable Limited requires that the client will set up a Direct Debit Facility for the collection of regular monthly amounts and any amount under £500.00
Direct Debit Payments
5.2.1 Where payment is collected via Direct Debit, the Client authorises us to collect payments directly from their designated bank account in accordance with the agreed payment schedule.
5.2.2 Payments will be processed through the UK Direct Debit system and are protected by the Direct Debit Guarantee, which ensures the Client may request a full and immediate refund from their bank in the event of an incorrect payment.
5.2.3 The Client must ensure that sufficient funds are available in the designated account on the due date. If a payment fails due to insufficient funds or incorrect details, we reserve the right to charge a reasonable administration fee and seek alternative methods of recovery.
5.2.4 The Client must provide a minimum of 7 days written notice for any changes to their Direct Debit mandate, including cancellations or amendments.
5.2.5 In the event of a disputed payment, the Client should contact us immediately to resolve the issue before requesting a refund from their bank.
5.3 We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under any late payment legislation. If we are not paid according to the agreed credit terms, interest is charged and accrued daily at 15% per annum, along with any late payment charges.
5.4 Payments received will be credited/allocated first to late payment charges and next to the oldest unpaid invoice on account.
5.5 The Client shall be responsible for all collection or legal fees necessitated by late or default payment.
5.6 Jable Limited reserves the right to withhold delivery, cease any services and withhold the transfer of ownership of any current work if any overdue invoices are not paid in full.
5.7 All grants of any license to use or the transfer of ownership of any intellectual property rights under this Agreement are conditional upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges or the costs of Changes.
6 Changes
General Changes. Unless otherwise provided in the Proposal/Specification, and except as otherwise provided for herein, the Client shall pay additional charges for changes requested by the Client which are outside the scope of the agreed Services on a time and materials basis, at Jable Limited’s current standard hourly rate. Such charges shall be in addition to all other amounts payable under the Proposal/Specification, despite any maximum budget, contract price or final price identified therein. Jable Limited may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
6.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision in or near excess of twenty-five percent (25%) of the time required to produce the Deliverables, and or the value or scope of the Services, Jable Limited shall be entitled to submit a new and separate Proposal/Specification to the Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal/Specification and, if required, any additional retainer fees are received by Jable Limited.
6.3 Timing. Jable Limited will prioritise the performance of the Work or Services as may be necessary or as identified in the Proposal/Specification and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal/Specification. The 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 Jable Limited. Jable Limited shall be entitled to request written clarification of any concern, objection or correction. The Client acknowledges and agrees that Jable Limited’s ability to meet any and all schedules is entirely dependent upon the Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal/Specification and that any delays in the Client’s performance or Changes in the Services or Deliverables requested by the Client may delay delivery of the Deliverables. Any such delay caused by the Client shall not constitute a breach of any term, condition or Jable Limited’s obligations under this Agreement.
7 Testing and Acceptance.
Jable Limited will exercise commercially reasonable efforts to test Deliverables that require testing, and to make all necessary corrections prior to providing Deliverables to the Client. The Client, within five (5) business days of receipt of each Deliverable, shall notify Jable Limited, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments the Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction change or amendment, and Jable Limited will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from the Client, the Deliverable shall be deemed accepted.
8 Intellectual Property Rights
8.1 All intellectual property rights (“IPR”) in the software developed by Jable Limited shall remain our exclusive property.
8.2 The Client is granted a non-exclusive, non-transferable, and revocable license to use the software solely for its intended purpose, as specified in the SOW.
8.3 The Client shall not reproduce, distribute, modify, or sublicense the software without our prior written consent.
8.4 Any pre-existing intellectual property used in the development process remains our exclusive property.
8.5 The Client grants us a non-exclusive, non-transferable license to use any Client-provided materials for the purposes of the Services.
9 Client Responsibilities
The Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than Jable Limited; (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/Contract; and (c) final proofreading and Testing, and in the event that the Client has approved Deliverables but errors remain in the finished product, such as, by way of example, not limitation, typographic errors or misspellings, the Client shall incur the cost of correcting such errors.
10 Accreditation/Promotions
All displays or publications of the Deliverables including on Websites shall bear accreditation and/or copyright notice in Jable Limited’s name in the form, size and location as incorporated by Jable Limited in the Deliverables, or as otherwise directed by Jable Limited. Jable Limited retains the right to reproduce, publish and display the Deliverables in Jable Limited’s portfolios and websites, design and development periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
11 Confidential Information
Each party acknowledges that in connection with this or any other Agreement between the parties, it may receive certain confidential or proprietary technical and business information and materials of the other party, including, without limitation Preliminary Works (“Confidential
Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.
12 Relationship Of The Parties
12.1 Independent Contractor. Jable Limited is an independent contractor, not an employee of the Client or any company affiliated with the Client. Jable Limited shall provide the Services under the general direction of the Client, but Jable Limited shall determine, in Jable Limited’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture, and neither party is authorised to act as agent or bind the other party except as expressly stated in this Agreement. Jable Limited and the work product or Deliverables prepared by Jable Limited shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to the Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
12.2 Jable Limited Agents. Jable Limited shall be permitted to engage and/or use third-party developers, designers or other service providers as independent contractors in connection with the Services (“Agents”). Notwithstanding, Jable Limited shall remain fully responsible for such ‘Agents’ compliance with the various terms and conditions of this Agreement.
12.3 No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, the Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Developer, Designer, employee or Design Agent of Jable Limited, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, the Client agrees that Jable Limited shall be entitled to an agency commission to be the greater of, either (a) 25 per cent of said person’s starting salary with the Client, or (b) 25 per cent of fees paid to said person if engaged by the Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for the Client. IJable Limited, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
12.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by Jable Limited, and Jable Limited shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by Jable Limited.
13 Data Protection & GDPR Compliance
13.1 Jable Limited will process personal data in accordance with UK GDPR and the Data Protection Act 2018.
13.2 The Client is responsible for ensuring that any data shared with us complies with applicable data protection laws.
13.3 If processing personal data on the Client’s behalf, we will enter into a Data Processing Agreement (“DPA”) where required.
14. Warranties And Representations
14.1 By Client. The Client represents, warrants and covenants to Jable Limited that (a) the 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 the Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) the Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) the Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
14.2 By Jable Limited (a) Jable Limited hereby represents, warrants and covenants to the Client that Jable Limited will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. (b) Jable Limited further represents, warrants and covenants to the Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Jable Limited and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Jable Limited, Jable Limited shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Jable Limited to grant the intellectual property rights provided in the Agreement, and (iii) to the best of Jable Limited’s knowledge, the Final Deliverables or work or Deliverables provided by Jable Limited and Jable Limited’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event that the Client or a third party modifies or otherwise uses the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Jable Limited shall be void. (c) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, JABLE LIMITED MAKES NO WARRANTIES WHATSOEVER. JABLE LIMITED EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
15 Indemnification/Liability
15.1 By the Client. The Client agrees to indemnify, save and hold harmless Jable Limited from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of the Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Jable Limited shall promptly notify the Client in writing of any claim or suit; (a) the Client has sole control of the defence and all related settlement negotiations; and (b) Jable Limited provides the Client with commercially reasonable assistance, information and authority necessary to perform the Client’s obligations under this section. The Client will reimburse the reasonable out-of-pocket expenses incurred by Jable Limited in providing such assistance.
15.2 By Jable Limited. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Jable Limited agrees to indemnify, save and hold harmless the Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Jable Limited’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arising directly as a result of gross negligence or misconduct of the Client provided that (a) the Client promptly notifies Jable Limited in writing of the claim; (b) Jable Limited shall have sole control of the defence and all related settlement negotiations; and (c) the Client shall provide Jable Limited with the assistance, information and authority necessary to perform Jable Limited’s obligations under this section. Notwithstanding the foregoing, Jable Limited shall have no obligation to defend or otherwise indemnify the Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorised content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Jable Limited. 10.3 Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF JABLE LIMITED ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF JABLE LIMITED, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO THE CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND THE CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE FEES PAID BY THE CLIENT FOR THE SPECIFIC WORK GIVING RISE TO THE CLAIM. IN NO EVENT SHALL JABLE LIMITED BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY JABLE LIMITED, EVEN IF JABLE LIMITED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
16 Term And Termination
16.1 These Terms of Service shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
16.2 These Terms of Service may be terminated at any time by either party effective upon 30 days notice, or the mutual agreement of the parties, or if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under the Terms or Service or Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
16.3 In the event of termination, Jable Limited shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Jable Limited or Jable Limited’s agents as of the date of termination, whichever is greater; and the Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.
16.4 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information. (b) Confidentiality obligations and intellectual property provisions survive termination.
17 Governing Law & Jurisdiction
17.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales.
17.2 Any disputes arising shall be subject to the exclusive jurisdiction of the courts of England and Wales.
18 Amendments
18.1 We reserve the right to modify these Terms with reasonable notice to the Client.
18.2 Continued use of our Services after an amendment constitutes acceptance of the revised Terms.
19 Miscellaneous
19.1 If any provision of these Terms is found to be invalid, the remainder shall remain in effect.
19.2 These Terms constitute the entire agreement between the parties regarding the Services.
For any inquiries regarding these Terms, please contact us at Jable Limited, The Sussex Innovation Center, Science Park Square, Brighton BN1 9SB. The absence of such notice from the Client, the Deliverable shall be deemed accepted.