Terms & conditions

  1. Definitions
    • Company means ‘Codeheroes Ltd’
    • Agreement means these Terms and Conditions together with the terms of any applicable proposal/estimate;
    • Customer means the recipient of the Services;
    • Services means one or more of the Services in accordance with the the Company service list and any authorised addition or amendment;
    • Intellectual Property Rights (IPR) means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
  2. These Terms and Conditions shall apply to all contracts for the supply of any of the Services by the Company.
  3. No deletion or variation of these conditions will be recognised by the Company unless an authorised member of the Company has previously agreed such deletion or variation in writing.
  4. The Company will provide the Services but shall not be obliged to do so and shall not be liable for loss or damage of whatsoever nature suffered by the Customer for failure to do so in the event that the Company is prejudicially affected in the discharge of the Services or part thereof as the result of acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemics, adverse weather conditions or default of the Company’s suppliers or sub-contractors.
  5. The Customer shall:
    1. co-operate with the Company in all matters relating to the Services;
    2. inform the Company in advance of the commencement of the delivery of the Services of all information reasonably necessary for the Services to be performed effectively;
    3. comply in all respects with the provisions of the Service.
  6. General
    1. Before starting any work, the Company shall submit to the Customer a proposal/estimate which shall outline the Services to be provided along with costs. Once approved, the proposal/estimate shall be subject to these Terms and Conditions. The Services can commence once the Company has received email confirmation and/or signed acceptance and the Company have full details of the Customer’s registered name and address (if a limited company) or details and electoral register proof of the Customer’s residential address (if a sole trader).
    2. If the Customer requests the Company to undertake services in excess of the Services provided for (otherwise than by an agreed variation as provided for in a Service Agreement) such services shall be subject to further charges by the Company. These will be priced accordingly at the time of request.
    3. The Company may, from time to time and without notice, change the Services in order to comply with any statutory requirements, providing that such changes do not materially affect the nature, scope of or the charges for the Services.
    4. The parties may at any time mutually agree upon and execute a new proposal. Any alterations in the scope of Services to be provided under this Agreement shall be set out which shall reflect the changed Services and fees and any other terms agreed between the parties.
    5. The Customer may at any time request alterations to a proposal by notice in writing to the Company. On receipt of the request for alterations, the Company shall advise the Customer by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
    6. If the alterations are agreed, the proposal/estimate will be amended accordingly. If the Customer does not wish to proceed, this agreement will then terminate and the Company will submit a final invoice for all work carried out to that point, payable in accordance with section 7.3 below.
    7. The Company shall use all reasonable endeavours to complete the Services within the time frames estimated, but time shall not be of the essence in the performance of any Services.
  7. Fees and Payment
    1. The fees for the performance of the Services and payment schedule are as set out in the proposal/estimate or communicated via email.
    2. In the event that the Customer’s procedures require that an invoice be submitted against a Purchase Order for payment, the Customer shall be responsible for issuing such Purchase Order before the commencement of the Services. The Customer agrees that this clause shall still apply in the event of any failure to obtain a Purchase Order and any late payment shall incur interest and charges as set out in clause 7.3 below.
    3. Debt recovery costs and interest are chargeable in accordance with The Late Payment of Commercial Debts (Interest) Act 1998, more details can be found here: https://www.legislation.gov.uk. The Company shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day, until the date of payment at the current rate of interest per annum above the current base rate of the Bank of England.
    4. The Company reserve the right to request the Customer to pay a percentage of the project fee in advance of commencement of the work, with a further percentage at one or more mutually agreed stages of the project.
    5. In the event of cancellation or unlawful termination of this agreement by the Customer for any reason, other than a failure to agree on alterations to the proposal/estimate covered in section 6 above, the provisions of section 13 below will apply and the Company shall submit final invoice(s) for immediate payment, hereby cancelling the provision for payment within 30 days.
    6. If the Customer uses any of the work produced before the Company has invoiced for the final stage, the Company reserve the right to invoice the Customer in full for the agreed amount.
  8. Customer’s Obligations
    1. To enable the Company to perform the obligations under this Agreement the Customer shall:
      1. provide and/or maintain any specified item or service, which the Customer has agreed and which is necessary for fulfilling the Service;
      2. co-operate with the Company to fulfil the Service;
      3. obtain all necessary permissions and consents which may be required before the commencement of the services; and
      4. comply with such other requirements as may be set out in the proposal/estimate
      5. provide the Customers registered company address if a registered company, or a residential address (as per current electoral roll) if a sole trader.
    2. The Customer shall be liable to compensate the Company for any reasonable expenses the Company may incur as a result of the Customer’s failure to comply with Clause 8.1.
    3. In the event that the Customer does not make use of any work that the Company produce in accordance with the proposal/estimate, the Customer agrees to absolve the Company of all responsibility for any loss of income or for any costs or damages suffered by the Customer or by any third party as a result of any delay which has been caused to the Customers business or to the business of any third party.
    4. Should any project remain unfinished after 60 days, the Company reserve the right to invoice for all work to date at that point – even if the project then continues after that time and to its agreed scope as per the estimate/proposal.
  9. The Company’s Obligations
    1. The Company shall provide the services in accordance with the provisions of the proposal/estimate. If the Customer should see a creative proof or development site, which the Customer is dissatisfied with, the Company will do their upmost to resolve the Customer concerns. The Customer agrees to discuss any concerns with the Company at the earliest opportunity and confirm the reasons for their dissatisfaction in writing, within 14 days of receipt of the draft or before a material deadline if earlier.
    2. In the event that the Customer or any third party prevents or delays the Company from undertaking or complying with any of its obligations under this Agreement, then the Company shall notify the Customer as soon as possible and:
      1. the Company shall have no liability in respect of any delay to the completion of any project;
      2. if applicable, the timetable for the project will be modified accordingly;
      3. the Customer will be notified if the Company intend to make any claim for additional costs.
    3. Every effort will be made to ensure that designs and website/app content are free of spelling mistakes and other literals. However, the responsibility for checking spelling mistakes and literals is the Customers, and the Customer absolve the Company of responsibility for any costs incurred as a result of the appearance of such errors in the final published form of any collateral in which the Customer use the designs or website/app content concerned.
  10. The Company warrant that the services performed under this Agreement shall be performed using skill and care, and of a quality conforming to generally accepted industry standards and practices.
  11. Indemnification
    1. Upon the happening of any event which may give rise to a claim against the Company, its servants or agents, a notice of such event containing sufficient detail for the event to be identified must be given to the Company in writing within seven days of the same coming to the Customers attention, or of the date upon which it ought to have come to the Customers attention.
    2. You shall indemnify the Company against all claims, costs and expenses which the Company may incur and which arise, directly or indirectly, from the breach of any of the Customers obligations under this Agreement, including any claims brought against the Company alleging that any services provided by the Company in accordance with the proposal infringes a patent, copyright or trade secret or other similar right of a third party.
  12. Limitation of Liability. In no event shall the Company be liable for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Company had been made aware of the possibility of the Customer incurring such a loss.
  13. Termination of Services
    1. Either party may terminate this Agreement forthwith by notice in writing to the other if:
      1. the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 14 calendar days of being given written notice from the other party to do so;
      2. the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
      3. the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
      4. the other party ceases to carry on its business or substantially the whole of its business; or
      5. the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
    2. Without prejudice to any other rights to which the Company may be entitled, in the event that the Customer unlawfully terminates or cancels the Services agreed in the proposal/estimate, the Customer shall be required to pay to the Company as agreed damages and not as a penalty the full amount of any third party costs to which the Company have committed and, in respect of cancellations on less than five working days’ written notice, the full amount of the fee set out in the proposal/estimate, and you agree this is a genuine pre-estimate of the losses in such a case. For the avoidance of doubt, the Customers failure to comply with any obligations under Clause 8.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
  14. Intellectual Property Rights
    1. When commissioning the Company, the Customer is purchasing the copyright in the work the Company creates for you, and this is assigned to the Customer on receipt of full and final payment of all fees due. The Company retain the copyright until the agreed payment has been met. If the Company are not paid, then the Company reserve the right to refuse the use of any work for any purposes.
    2. the Company reserve the right to use any work produced for the Customer for promotion.
    3. Ownership of IPR (intellectual property rights) of original creative and/or code written for the intent of the quoted project is retained by the Company, unless otherwise agreed in writing before commencing any works. The Company grant full use of IP necessary for the Customers business, limited to the project.
  15. Independent Contractors. The Company may, (though unlikely) engage sub-contractors to provide all or part of the services being provided to the Customer.
  16. Overseas Payments. It is the Customers responsibility to cover the cost of any charges for foreign bank transfers and currency conversions.