Standard Terms & Conditions
1. DEFINITIONS In this Agreement the following terms shall have the following meaning: "AQUA TECHNOLOGIES" means Aqua Technologies Limited. "the Client" means a person, firm, company or organisation at whose application AQUA TECHNOLOGIES agrees to provide the Services under the terms of this Agreement. Any request or order of AQUA TECHNOLOGIES services or payment made for such services constitutes acceptance of these terms and conditions. "Agreement" means the contract made between AQUA TECHNOLOGIES and the Client to which these conditions apply. “Base Rate” means the annual base rate of interest from time to time in force as advertised by Barclays Bank PLC.
2. These terms apply, unless otherwise agreed in writing, to the exclusion of and shall prevail over all and any other terms.
3. To the extent that is permissible in law, AQUA TECHNOLOGIES shall not be liable for any damage to property, costs, delay.
4. ORDER/RENEWAL, ACCEPTANCE, PAYMENT
a. All orders are subject to acceptance by AQUA TECHNOLOGIES. An order will be deemed accepted by AQUA TECHNOLOGIES when confirmation of the order or invoice is sent to the Client. AQUA TECHNOLOGIES may refuse to accept any order or renewal, or delay acceptance pending fulfilment of conditions AQUA TECHNOLOGIES may choose to impose. Such refusal or such conditions may not be unreasonable, however, and AQUA TECHNOLOGIES agrees to provide the Client with reasonable notice via Email or fax of any intent to delay or decline the acceptance of any order or renewal.
b. Payment and Terms: Payment shall be made in UK pounds Sterling to AQUA TECHNOLOGIES into the account designated by AQUA TECHNOLOGIES, or as may otherwise by agreed in writing by parties. Any deposit due (non-refundable) will be indicated to the Client and is payable with order. Remaining payments are due upon final approval (prior to web publication), by the Client, of any design or programming work undertaken by AQUA TECHNOLOGIES, or as otherwise scheduled in the order. If due to bank charges, transfer fees, or the like, AQUA TECHNOLOGIES should receive less than its invoice amount, AQUA TECHNOLOGIES will re-invoice the Client for the shortfall. In the event that any amount remains unpaid thirty (30) days after date or renewal or new order invoice, AQUA TECHNOLOGIES may discontinue, withhold, or suspend services to the Client and/or its Client(s) to whom unpaid amounts relate. Additionally, AQUA TECHNOLOGIES reserves the right to charge interest on all outstanding amounts owed to AQUA TECHNOLOGIES and not paid in accordance with this Agreement (calculated daily and compounded monthly) at a rate equal to 4% (four per cent) above the Base Rate both before and after any judgement. If the Customer disputes the amount of any charge made it must inform AQUA TECHNOLOGIES in writing within 7 days (seven days) of receipt of the relevant invoice. Interest shall accrue notwithstanding termination of this Agreement for whatever reason. The Customer shall also pay all legal fees and other costs incurred by AQUA TECHNOLOGIES in connection with collecting or recovering amounts owed by the Customer under this Agreement. Until payment in full is received by AQUA TECHNOLOGIES of any amounts owed under this Agreement, (save for amounts which are disputed by the Customer an in respect of which the Customer has given written notice to AQUA TECHNOLOGIES) AQUA TECHNOLOGIES shall be entitled (and reserves the right) to withhold any or all parts of any Service(s) provided to the Customer under this Agreement until such time as payment in full is received and charges for Service(s) shall continue to accrue.
c. Data transfer overage invoices are due on presentation. AQUA TECHNOLOGIES reserve the right to withhold or suspend services to any Client and/or its Client(s) to which unpaid data transfer overage amounts relate.
d. Order Administration Fees. AQUA TECHNOLOGIES will charge a 5% order administration fee on the nett total of all orders placed. This fee may be discounted in part or in whole by prior agreement for those client who accept electronic invoices (pdf ot html by email) for all orders and / or make payments for all orders by BACS / Internet Banking.
5. CANCELLATION If the Client wishes to cancel this agreement prior to the date of delivery in whole or in part AQUA TECHNOLOGIES may, without prejudice to its right to treat cancellation as a breach or repudiation of this agreement, agree to accept such cancellation upon the basis that the Client shall reimburse to AQUA TECHNOLOGIES all reasonable costs including: a. all costs incurred of work done b. all costs incurred by removing services provided, if required.
6. IPR and COPYRIGHT AQUA TECHNOLOGIES owns all right, title and interest in AQUA TECHNOLOGIES's trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, programming, function or operation of Services and of the hardware and software systems and resources necessary to provide the individual service elements of which they consist. This agreement does not constitute a license to the Client to use AQUA TECHNOLOGIES's trade names or service marks. All license and copyright deriving from the product(s) or service(s) shall stay with AQUA TECHNOLOGIES.
7. AQUA TECHNOLOGIES reserve the right to display or exhibit any final product(s) to other potential Clients except where doing so may violate any confidentiality agreements which may be in force.
8. AQUA TECHNOLOGIES reserve the right to reuse for other Clients any suitable portions of code or design which may be taken from code or designs prepared for the Client.
9. CONFIDENTIALITY Client acknowledges that by reason of its relationship with AQUA TECHNOLOGIES hereunder, it may have access to certain information and materials relating to AQUA TECHNOLOGIES's business, plans, Clients, software technology, and marketing strategies that is confidential and of substantial value to AQUA TECHNOLOGIES, which value would be impaired if such information were disclosed to third parties. Client agrees that it will not use in any way for its own account nor for the account of any third party, nor disclose to any third party, any such information revealed to it by AQUA TECHNOLOGIES.
10. RELATIONSHIP OF THE PARTIES The relationship between AQUA TECHNOLOGIES and Client is that of vendor and vendee. They shall not be construed as being joint ventures, franchiser/franchisee, or employer/employee. This agreement is a commercial agreement between businesses, not a consumer agreement. Client has no authority, apparent or otherwise, to contract for or on behalf of AQUA TECHNOLOGIES, or in any other way legally bind AQUA TECHNOLOGIES in any fashion, nor shall Client be authorised to make any representations about AQUA TECHNOLOGIES or its services other than to set forth AQUA TECHNOLOGIES's responsibilities as outlined in this agreement.
11. DISPUTES The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices) and other than the injunctive relief referred to in paragraph 8 shall be subject to arbitration upon written demand of either party.
12. TERM, TERMINATION: This agreement shall run in accordance with the term of the initial order. It shall be automatically renewed on a regular basis in accordance with the term of the initial order or subsequent change to that term.
13. NONASSIGNABILITY Client's rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of AQUA TECHNOLOGIES, which consent shall not be unreasonably refused.
14. PARTIAL INVALIDITY If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. AQUA TECHNOLOGIES and Client agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.
15. NOTICES Except with respect to service of process as set forth in paragraph 12, all notices may be sent by email, fax, or mail to the email address, fax number, or address most recently provided and will be effective upon transmission.
16. SOFTWARE WARRANTY AND LIABILITY Any software programmed, created or otherwise sold by AQUA TECHNOLOGIES is covered by a 90 day limited warranty unless explitly stated in the license for that software or explicitly stated at the time of sale. This warranty is limited solely to the fixing of bugs that prevent the software from functioning for the purpose for which it was sold; it does not include any upgrades, improvements or other changes and modifications. The warranty is valid for 90 days from the purchase of any software license (invoice date) or 90 days from the acceptance and release of any bespoke software such as a web site of eCommerce system (either the date on the release email or letter or the date the system was made live). in no event shall AQUA TECHNOLOGIES be liable for any damages and/or losses including security issues, data, bugs, losses, or any other damages.
17. ENTIRE AGREEMENT; MODIFICATIONS This agreement, except where superseded by a specific service agreement, sets forth the entire agreement and understanding between the parties and merges all prior discussion between them. AQUA TECHNOLOGIES may make changes to this agreement upon thirty (30) days' written notice to Client, advising of the change and the effective date thereof. Utilisation of AQUA TECHNOLOGIES services by Client and/or its Clients following the effective date of such change shall constitute acceptance by Client of such change(s). Otherwise, this agreement may not be modified except by the written of consent of both parties.
