General Terms and Conditions

These are the general terms and conditions that apply to our work agreements. They set out our general expectations of our clients, and what our clients can expect from us. Individual work agreements may supercede these general terms.

  1. Definitions
    1. Value-Aware refers to the partnership of Sam Barnett-Cormack and Jennifer Brett, trading as Value-Aware Internet Development and Consultancy.
    2. I, We, or Us refers to Value-Aware.
    3. You refers to any client or prospective client of Value-Aware
  2. Introduction
    1. These terms and conditions apply to all services and products provided by Us, except where contradicted by terms of a particular contract.
  3. Charge & Payment
    1. Payment is accepted by cheque, paypal or bank transfer in all cases.
    2. All charges shall be invoiced.
    3. All invoices shall be payable by within 30 days of the date of invoice.
    4. We will send invoices to clients by electronic mail and/or first class post no later than 1 working day after the date of invoice. For clients outside the United Kingdom, and where electronic mail only is not acceptable, specific arrangements will be agreed.
    5. Any invoice not paid in time shall attract a late payment charge of 1% of the original invoice amount or £2.50, whichever is greater. This charge shall be applied once the invoice is overdue, and each full calendar month thereafter.
    6. Late payment charges do not generate additional invoices, but are considered attached to the original invoice. We shall notify You of them within 3 working days of the initial overdue date, and provide a full statement of amounts owing on an invoice on request.
    7. Where there are late payment charges in respect of an invoice, that invoice shall not be considered paid until we have received the total of the original invoice amount and the relevant late payment charges.
    8. Discounts are offered to charities and good causes. An organisation will be offered this discount if it meets any of the following conditions:
      1. They are registered with the Charity Commission for England and Wales
      2. They are registered with the Office of the Scottish Charity Regulator
      3. They are determined to be a good cause according to the exclusive discretion of Value-Aware
  4. Warranties
    1. Our services are offered on a business-to-business basis. No implied warranties are extended to our services and products. This includes fitness for purpose.
    2. All products and services will comply with the relevant agreed specification; any that fail to do so will be rectified, or a partial refund made by mutual agreement.
    3. All delivery dates in an agreement will be met. Any that are not will lead to an agreed penalty, such as a reduction in payment, as outlined in the specific agreement.
    4. All specific agreements including delivery dates shall also include details of such penalties.
  5. Intellectual Property
    1. You warrant that relevant intellectual property rights to any content or other element supplied by you are either:
      1. Owned by you or
      2. Granted to you in a suitable and sufficient manner for the intended use
    2. You further indemnify us for any and all losses incurred by us in regard of any element supplied by you due to its not fulfulling the requirements of 5.1 above.
    3. We warrant that relevant intellectual property rights to any design or other element supplied by are are either:
      1. Owned by us or
      2. Granted to us in a suitable and sufficient manner for the stated use(s)
    4. We further indemnify you for any and all losses incurred by you in regard of any element supplied by us due to its not fulfilling the requirements of 5.3 above, with the particular exception of losses resulting from any use(s) other than those stated in any agreement between you and us.
    5. You retain all intellectual property rights, including but not limited to copyright, pertaining to elements you supply. In most cases this applies to content, but may apply to some design elements.
    6. We retain all intellectual property rights, including but not limited to copyright, pertaining to elements we supply or produce in the course of providing any product or service.
    7. We grant you perpetual non-exclusive rights to display, distribute and reproduce all elements supplied to you by us as part of a product or service, provided such use is as stated in any agreement between you and us.
  6. Hosting and Hosted Services
    1. You take full responsibility for any content you place on any hosting or hosted service provided by us, whether placed directly by you or placed by us on your behalf.
    2. You take full responsibility for any content placed on any third party hosting or hosted service in relation to a product or service provided by us, whether placed directly by you or placed by us on your behalf.
    3. You further indemnify us against any loss resulting from content as referred to in 6.1 and 6.2 above.
  7. Version
    1. These terms and conditions are as published from the tenth of April, 2017 (2017-04-10).
    2. In any explicit written agreement between you and us, a copy of these terms and conditions will be supplied, and that shall be the version applied to that agreement.
    3. In general, the version of these terms and conditions to apply to any agreement is the most recently published version at the time of the agreement.
    4. All previous versions of these terms and conditions are archived, and we will produce on demand a copy of the terms as applied on a specified date in the past.
    5. The commitment in 7.4 above may not apply where a technical difficulty has affected our record of previous versions of the terms and conditions, or where we consider requests for terms and conditions to be vexatious.
    6. If you have a current agreement with us, and wish to update the applied version of these terms and conditions, this may be done by mutual consent.