Terms and Conditions

These conditions govern all supplies to Clients by Fish Media Ltd (the “Company”) of all goods and services (“Work”). The “Client” means any person submitting an order to the Company. These conditions apply to the exclusion of any other terms and conditions:-

APPOINTMENT
1. The Client engages FISH MEDIA to provide its services as a designer, producer and consultant on multi media applications as set out in this Agreement in return for the payments provided in Clause 4
FISH MEDIA’S OBLIGATIONS
1. FISH MEDIA agrees:
  1. To design and write the multi media applications specified in Schedule 1 (“the Project”). Unless otherwise specified, all multi media applications developed by FISH MEDIA will be developed for an IBM compatible PC platform running an operating system of Windows 10 or above. All Internet development will be carried out for the latest internet browser unless otherwise specified;
  2. Within the Project plan set out in Schedule 2 (“the Project plan”). All timings are approximate and time shall not be of the essence. [Timings are strictly subject to receiving sign-offs from the Client promptly according to the Project plan. Any delays in receiving such sign-offs or re-working or other amendments (see 4.3) may adversely impact upon the overall schedule of the Project plan and result in late delivery];
  3. Not to carry out any additional work without the written authorisation of the Client
2. FISH MEDIA reserves the right to employ sub-contractors for carrying out any part of the Project
3. FISH MEDIA undertakes to carry out the Project with reasonable care and skill using appropriately qualified and experienced personnel
CLIENT’S RESPONSIBILITIES
1. In consideration of the services to be rendered by FISH MEDIA under this agreement the Client agrees to provide FISH MEDIA with such information as it may reasonably need concerning the Client’s operations and answers to queries, decisions and approvals which may be reasonably necessary for FISH MEDIA to undertake the Project. The Client is responsible for ensuring that such information and answers are accurate and complete. All resources supplied by the Client must be in PC readable digital format. Scanning of additional material will be charged separately at FISH MEDIA’S current standard fee as amended from time to time.
PAYMENT PROVISIONS
1. The price for the Project (“the Price”) is firm and fixed and will not be subject to any increase except those increases expressly agreed by the Client in writing. The amounts, method and timing of payment of the Price will be in accordance with Schedule 3
2. All sums due under this Agreement will be paid by the Client within 30 days of the date of receipt of invoice or by the due date specified in Schedule 3 whichever is the later
3. Where the Client requests, and FISH MEDIA agrees, to perform services relating to the Project which are not part of the Price, then those services will be changeable on a time and materials basis at FISH MEDIA’S standard fee rates from time to time
4. Where the agreement provides for stage payments of the Price on the occurrence of specific dates payments will fall due on the scheduled dates if the failure of FISH MEDIA to adhere to the Project plan is due to any act or omission of the Client or which is not in consequence of a default by FISH MEDIA. Where the Agreement does not provide for stage payments FISH MEDIA reserves the right to bill for work actually done up to the point of delay where such delay is not in consequence of a default by FISH MEDIA
5. Unless otherwise specified, the Price does not include the following items which shall (where required) be charged in addition to the Price:-
  1. Any origination of video, sound or photographic material;
  2. Royalties, licences, permissions or similar consents;
  3. The creation of any original artwork
6. In the event that any payment due under this Agreement is not paid on the due date, FISH MEDIA will be entitled to suspend all services to the Client and withdraw any permission for the use by the Client of any product developed. Interest shall be charged on late payments at the rate of 4% above the base rate from time to time of HSBC Bank plc as well before as after judgment
VAT
1. All sums payable under this Agreement unless otherwise stated are exclusive of VAT and other duties or taxes which shall be payable in addition to such sums
OWNERSHIP
1. FISH MEDIA acknowledges that any and all of the copyright, trade marks and other similar intellectual property rights including the look and feel of the website and its content being the clients corporate k now how (“IPR’s”) will be the sole property of the client.
2. The copyright of the Source Code, Style Sheets and Database Architecture that make up the E-Commerce and/or Content Management System (“CMS”) developed by FISH MEDIA under or in connection with this Agreement will remain vested in and the absolute property of FISH MEDIA. Upon completion of the Project this Agreement will operate to grant the Client a non-exclusive, non-transferable licence to use the E-Commerce and/or CMS for its own business purposes.
3. FISH MEDIA retain the right to withhold provision of the Source Code, Style Sheets and Database Architecture until all outstanding payments are received and cleared.
WARRANTIES
1. The Client warrants that it has not relied on any representations made by or on behalf of FISH MEDIA all of which are intended to convey a general idea of the products and services mentioned in them
2. FISH MEDIA will use best endeavours to ensure that the product delivered under this Agreement operates fully and effectively and is in accordance with the specification for the Project. However, FISH MEDIA does not warrant that such product will be error free and its liability in respect of any defects will be limited to using reasonable endeavours to correct the same within a reasonable period provided that FISH MEDIA will have no liability in respect of any defect that is not promptly reported to FISH MEDIA within 3 months of completion of the Project
3. FISH MEDIA’S obligations in respect of any such defects are contingent upon FISH MEDIA being given without delay and free of charge full details of such defect and adequate time and access to rectify such defect. If FISH MEDIA rectifies such defect within a reasonable period of time then FISH MEDIA will have no other liability of any kind in respect of or arising from such defect
4. FISH MEDIA will not be responsible for any problem arising from or caused by any modifications (whether by alteration, deletion, addition or otherwise) made by persons other than FISH MEDIA without its express prior written consent.
LIMITATION OF LIABILITY
1. The Client acknowledges that FISH MEDIA’S obligations and liabilities in respect of the Project are exhaustively defined in this Agreement. The Client agrees that the express obligations and warranties made by FISH MEDIA in this Agreement are in lieu of and to the exclusion of any other warranty, addition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with this Agreement including (without limitation) as to the condition, quality, performance, merchantability or fitness for the purpose of the Project or any part of it
2. The Client is responsible for the consequences of any use of the Project and FISH MEDIA will not be liable for any indirect or consequential loss, damage, cost or expense of any kind whatever and however caused, whether arising under contract, tort (including negligence) or otherwise including (without limitation) loss of production, loss of corruption to data, loss of profits or contact loss of operation time and loss of goodwill or anticipated savings, even if FISH MEDIA has been advised of their possibility
3. FISH MEDIA accepts liability for death or personal injury caused by the negligence of FISH MEDIA, its employees, agents or sub-contractors in the course of their engagement under this Agreement and damage caused by a defective product within the meaning of the Consumer Protection Act 1987 Part 1 without limit
4. In all other cases not falling within 8.3 FISH MEDIA’S total liability (whether contract, tort, including negligence or otherwise) under or in connection with this Agreement and any other agreement with the Client relating to the Project or based on any claim for indemnity or contribution will not exceed the monies actually received (excluding VAT) by FISH MEDIA for its work under this Agreement
SECRECY
1. FISH MEDIA will not at any time divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the Client provided to FISH MEDIA by the Client for use solely in connection with the Project
GENERAL
1. Neither party shall be liable for any delay in performing or failure to perform any of its obligations under this Agreement caused by events beyond its reasonable control (“force majeure event”) provided that the party claiming the force majeure event will promptly notify the other in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage
2. Any notice to be served on either of the parties by the other shall be sent by pre-paid recorded delivery or registered post to the address of the relevant parties shown at the head of this Agreement or by facsimile transmission or by electronic mail and shall be deemed to have been received by the addressee within 48 hours of posting or 24 hours if sent by facsimile transmission or by electronic mail to the correct facsimile number of the addressee (with correct answerback)
3. No delay or failure by either party to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effected must be in writing. The remedies provided in this Agreement are cumulative and are not exclusive of any remedies provided by law
4. If any part to this agreement is found by a Court of competent jurisdiction or other competent authority to be invalid, unlaw or unenforceable then such part will be severed from the remainder of this Agreement which will continue to be valid and enforceable to the fullest extent permitted by law
5. This Agreement is the complete and exclusive statement of the agreement between the parties relating to the subject matter of this Agreement and supersedes all previous communications, representations and other arrangements. The Client acknowledges that no reliance is placed on any representation made but not embodied in this Agreement. Except as otherwise permitted by this Agreement, no change of its terms will be effected unless it is in writing and signed by persons authorised on behalf of both parties
6. This Agreement will be construed in accordance with and governed by the laws of England and Wales and each party agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales. Headings have been included for convenience only and will not be used in construing any provision of this agreement