erms and Conditions

These are the terms and conditions subject to which we allow you to use Our Website. By visiting or using Our Website, or make an order for Services, you agree to be bound by them.

We are Radley House Studio, a company registered in Australia, number 61910210324.

You are: Anyone who uses Our Website or buys any Service from us in any circumstances.

It is now agreed as follows:

“Device”

Includes a computer, any work   station, electronic application or receiving device.

“Copy or Publish”

with reference to a Licensed   Product, means reproducing or publishing in whole or in part, using any   means, in any medium. It includes breaking up, changing, cropping or any other   change or use as part of some other created work.

“Detailed Specification”

means the written specification   of the Work you have instructed us to do, and which we will prepare for your   approval.

“Documentation”

means the instruction manuals,   user guides and other documentation which we have agreed to write.

“Future Deal”

means any agreement or   arrangement made after today whereby we agree that you may use any system,   material or item of Intellectual Property owned by us.

"Intellectual   Property"

means intellectual property   owned by us, of every sort, whether or not registered or registrable in any   country, including intellectual property of all kinds coming into existence   after today; and including, among others, patents, trademarks, unregistered   marks, designs, copyrights, software, domain names, discoveries, creations   and inventions, together with all rights which are derived from those rights.   It includes in particular the Know-how, software, systems and methods we may   use to perform the Work for you.

“Know-how”

means methods, procedures and   ways of working and organising which are not capable of protection as   copyright.

“Licence”

means the licence granted by us   to you in the terms of this agreement for use of the Licensed Product.

“Licence Fee”

means the sum or sums payable   for the Licence from time to time.

“Licensed Product”

means any product, material or   thing offered for licence by us on Our Website, including the Software, and   whether or not bought by you. A reference to “Product” shall be a reference   to all or part of a Licensed Product or to a Product changed by you in any   way.

“Our Website”

means any website or service   designed for electronic access by mobile or fixed devices which is owned or   operated by us or any member of the [our name] group   of companies. It includes all of the hardware and software installations that   enable our website to function.

“Services”

means all of the services   available from Our Website, whether free or charged.

“Software”

means the software which   constitutes the Licensed Product or which provides any electronic function   which supports the use of the Licensed Product.

“Work”

means the work we do to provide   the Services you have ordered.

Unless the context clearly requires otherwise, the interpretation of this agreement shall be subject to the matters listed below:

2.1. a reference to one gender shall include any or all genders and a reference to the singular may be interpreted where appropriate as a reference to the plural and vice versa.

2.2. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.

2.3. a reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that person.

2.4. in the context of permission, “may not” in connection with an action of yours, means “must not”.

2.5. [except where stated otherwise,] any obligation of any person arising from this agreement may be performed by any other person;

2.6. any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.

2.7. a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.

2.8. in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party, [Such cost calculated $200 per hour].

2.9. these terms and conditions apply to all supplies of Services by us to you. They prevail over any terms proposed by you.

2.10. this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

3.1. We represent, warrant and guarantee that we have the full right, power and authority to license and distribute the Licensed Product, including all the [images, photos, animations, audio and video components, music, text, and additional applications incorporated into the Licensed Product and accompanying printed materials, if any].

3.2. If you use Our Website in any way and make an order or booking on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.

3.3. You accept responsibility for compliance with the laws and importation procedures of your jurisdiction which might affect your right to import, export or use the Software, and you represents that you have or will comply with all such laws and procedures.

3.4. This agreement contains the entire agreement between us and supersedes all previous agreements and understandings between the parties.

3.5. Conditions, warranties or other terms implied by statute or common law in any country are excluded from this agreement to the extent permitted by law.

3.6. In entering into this contract you have not relied on any representation or information from any source except the definition and explanation of the Services given on Our Website.

3.7. As an exception to the last previous sub paragraphs, the parties do rely on information provided in writing as follows:

[Enter list of other docs and dates containing information relied on]

4.1. Subject to these terms and conditions, we agree to complete the Work and to provide to you some or all of the Services described on Our Website at the prices we charge from time to time.

4.2. The contract between us comes into existence only when we write to you to confirm that we agree to provide to you the Service you want. Your payment does not create a contract. If we decline to provide a Service we shall immediately return your money to your credit card.

4.3. We do not offer the Services in all countries. We may refuse to provide Services if you live in a country we do not serve.

4.4. Some of our Services are now or may in future, be available to you only subject to additional terms. Those terms will be set out on Our Website. You now agree that if you choose to use any such service, the relevant terms will become part of this agreement.

4.5. If we give you free access to a Service or feature on Our Website which is normally a charged feature, and that Service or feature is usually subject to additional contractual terms, you now agree that you will abide by those terms.

4.6. We may change this agreement and / or the way we provide the Services, at any time. If we do:

4.6.1 the change will take effect when we post it on Our Website.

4.6.2 you agree to be bound by any changes. If you do not agree to be bound by them, you should not use Our Website or the Services.

OR

4.6.3 we will give you notice of the change. If you do not accept the change, we will refund the money you have paid for the Service since the date of the change.

4.6.4 if you make any payment for Services or goods in the future, you will do so under the terms posted on Our Website at that time.

OR

4.7. Our contract terminates on the earliest of:

4.7.1 our completion of any Work for which you have paid us. If there is any doubt as to when this is, or was, then our decision is final;

4.7.2 our having worked for the amount of time for which you have paid us, even if the Work is unfinished.

4.8. You do not become a client for the time when after completion of one piece of Work we start another. Each piece of Work is a new retainer which terminates when that Work is done. If we should give advice on the same subject at a later time, that advice constitutes a separate contract and does not retrospectively extend the first contract for our Services.

4.9. The price of any Service or Licence Fee may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy that Service or Licensed Product.

4.10. There is no contract between us for any free Service, so you do not become a client by using any free Service and we are not liable to you in any way resulting from your use of any free Service.

4.11. You agree that you are bound by these terms (or the latest version of them) for all future contracts with us, whether ordered through Our Website or in some other way.

5.1. Prices for business Services are exclusive of any applicable goods and services tax or other sales tax. Prices for Services which you may buy as an Australian consumer are inclusive of GST.

5.2. Charges for Services are fixed whenever it is reasonably possible for us to ascertain the price.

5.3. When we do not provide fixed charges for the Service, we will charge by the hour. In that case all Work done, including all Documentation, letters, e-mails, faxes and telephone calls made and received will be charged on a time basis in minimum units of [one tenth of an hour].

5.4. Estimates of charges will be provided to you wherever possible.

5.5. Payment will be due to us within [seven days] of your receipt of our monthly invoice.

5.6. Payment may be made by credit card to Our Website, by cheque, or by transfer to our bank account.

5.7. If we do not receive payment within the period required, we shall stop the Work until you have made your payment up to date.

5.8. It is possible that the price may have increased from that posted on Our Website. If that happens, we will not provide the Services until you have confirmed that you wish to order at the new price.

5.9. Bank charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than Australian dollar will be borne by you.

5.10. The Licence Fee is included in the charges for the Services.

OR

5.11. The Licensed Product is supplied to you for the price $[100]. The Licence Fee is $[100].

5.12. Any details given by us in relation to exchange rates are approximate only and may vary from time to time.

6.1. We do not offer the Licence in all countries. We may refuse or revoke a Licence and return your payment if you live in a country we do not serve.

6.2. You acknowledge that [Our name] owns all right, title and interest in and to the Licensed Product and that you have no right to use it beyond the express terms of this agreement.

6.3. Subject to payment of the Licence Fee [from time to time,] and to the other terms of this agreement, we grant to you a Licence for [number] years to use the Licensed Product throughout the World [except [list exceptions, if any]].

OR

6.4. The Licence shall be for one year, renewable annually, upon payment of the renewal fee.

AND

6.5. If any renewal payment is not made before the annual renewal date, we may treat this agreement as having been terminated with effect from the renewal date. If that happens, the effect shall be the same as if the agreement had terminated by expiry of time.

6.6. The Licence is non-exclusive, non-assignable, non-transferable and otherwise as limited by the terms of this agreement.

6.7. No express or implied licence of the Licensed Product or any other material is granted to you other than the express Licence granted in this agreement. 

6.8. If and whenever the parties agree to a Future Deal, the terms of this agreement shall apply so far as possible to that Future Deal as if a new version of this agreement had been made specifically for that Future Deal.

6.9. If any information you give to us is inaccurate, the Licence is automatically terminated and no refund of money will be due to you.

6.10. [Every publication or appearance of a Licensed Product must bear an attribution in terms [terms]].

You agree that you will not:

7.1. use the Licensed Product for any purpose or in any way except as you selected and paid when you bought it from Our Website. These restrictions may relate to limitations on use, territory, duration, or any other choice which defines the Licensed Product;

7.2. use a Licensed Product in part or as a whole, to incorporate it in any intellectual property of yours;

7.3. separate the component parts of the Software for use on more than one Device;

7.4. reverse engineer, decompile, or disassemble the Software;

7.5. sub-license, rent out, lease, or lend the Software or the Licensed Product;

7.6. Copy or Publish a Licensed Product except as specifically allowed in this agreement;

7.7. represent or give the impression that you are the owner or originator of any Licensed Product;

7.8. remove any identification or reference number or other information which may be embedded in any file of a Licensed Product.

8.1. Every publication or appearance of a Licensed Product on a website must be protected as far as the law allows by separate, specific or general provisions against copying or publishing. We allow you to use the definition of “Copy or Publish” used in this agreement.

8.2. You may install and use one copy of the Software on a single Device. You may also store or install a copy of the Software on a storage device, such as a network server, used only to install or run the Software on your other Devices over an internal network.

8.3. The primary user of the Device on which the Software is installed may make a second copy for his or her exclusive use on any other Device.

8.4. You must not install the Software on more than two Devices and you must not use the Software on more than one Device at a time. [The Software must not be used simultaneously on your home computer and on your office computer].

8.5. If you have bought multiple Licences of the Software, you may make the number of additional copies of the Software as are authorised on the licence schedule, and you may use each copy in the manner specified above. You are also entitled to make a corresponding number of secondary copies for portable Device use as specified above.

AND/OR

8.6. Despite the above limitations, you may copy a Licensed Product:

8.6.1 once for the purpose of system maintenance or to show or share with some other person who has a business interest in it;

8.6.2 to a contractor of yours whose contract is to work on the project or purpose for which you have bought the Licensed Product. In this case the Licence extends only to that project or purpose. If this happens, you remain liable to us in every way for the acts and omissions of your contractor. We advise you to obtain an appropriate agreement from your contractor to protect yourself in this regard.

9.1. You may permanently transfer all of your rights under this Licence agreement, provided:

9.1.1 you retain no copies;

9.1.2 you transfer all of the Licensed Product (including all component parts, the media and printed materials, any upgrades and this Licence agreement and licence schedule);

9.1.3 within [14] days of any transfer, the recipient contacts us in writing referring to the transfer and to this agreement and confirming his acceptance of it.

OR

You may not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any of your rights and obligations under this agreement without our prior written consent, except that you may assign and transfer all your rights and obligations under this agreement to any person to which you transfer all of your business, provided that the assignee undertakes in writing to us to be bound by your obligations under this agreement.

10.1. At least [four]weeks before expiry of the period, for which you have paid a Licence Fee, we shall send you a message to your last known email address to tell you that your Licence is shortly to expire and to invite you to renew. An invoice for the new period will be included.

10.2. At any time before expiry of your Licence, you may use the “My Account” tab on Our Website to access your personal information and [change your requirements for Services or]cancel renewal.

10.3. At expiry of your Licence we shall automatically take payment from your credit card of the sum specified on the invoice sent earlier and shall confirm the renewal of your Licence for a further period by sending you an email message.

[Product name] is a "commercial item" as that term is defined at 48 C.F.R. 2.101. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users buy a Licence to use [product name] and any related Documentation or Service with only those rights set out in this Licence.

12.1. The Services are listed and described on Our Website. Once you have paid we will contact you to tell you what help we need from you and when we shall start, and complete our Work for you.

12.2. In order to provide the Services we need specific help from you, as follows:

12.2.1 access to the code of the [xxx] pages of your website;

12.2.2 access to the sales data on which your payment to us depends;

12.2.3 information and confirmation from you on any aspect of your business which is of a technical or specialist nature outside of our expertise.

12.2.4 [more]

12.3. The provision of our Service relies on a schedule of Work. If you are unable to provide us with acceptance or information we require for a period which extends the agreed timescale then we are entitled to payment in accordance with the schedule in any event.

12.4. Our Services will be delivered by [edit to the code or content of your website / your free download / e-mail]or by both/all of these, at our choice / in the way we have explained in Our Website.

12.5. If we are not able to provide your Services within [10] days of the date of your order, we shall notify you by e-mail to tell you the likely provision date.

12.6. [Subject to the foregoing provisions set out in paragraph five; once Service provision has started, you may cancel the outstanding Services at any time on giving us 21 clear days notice. Payment will be due until the expiry of the notice period.]

OR

12.7. If we have started to Work for you and you cancel this contract, you accept that you will be obliged to pay us for Work done, whether or not this Work is sufficiently advanced for you to be able to use it.

OR

12.8. All monies paid by you to us are non-refundable and cancellation and/or termination of this agreement by you or us at any time for any reason will not entitle you to a refund of monies paid.

12.9. You may not share or allow others to use the Services in your name.

We will take care to make Our Website safe for you to use.

13.1. Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.

13.2. If you have asked us to remember your credit card details in readiness for your next purchase or subscription renewal, we will securely store your payment details on our systems. These details will be fully encrypted and used only to process your automatic annual payments or other transactions which you have initiated.

You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:

14.1. your failure to comply with the law of any country;

14.2. your breach of this agreement;

14.3. any act, neglect or default by any agent, employee, you or your customer;

14.4. a contractual claim arising from your use of the Licensed Products;

14.5. a breach of the intellectual property rights of any person.

If you violate Our Website we shall take legal action against you.

You now agree that it will not, and will not allow any other person to:

15.1. modify, copy, or cause damage or unintended effect to any portion of the Our Website, or any software used within it;

15.2. link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;

15.3. download any part of Our Website, without express written consent;

15.4. collect or use any product listings, descriptions, or prices;

15.5. aggregate, copy or duplicate in any manner any of the content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of our Services;

15.6. share with a third party any login credentials to Our Website.

16.1. With effect from entering into this agreement [or your acceptance of these terms and conditions] we and you will each nominate a representative who will be authorised to make decisions relating to the Services you have ordered and who will be responsible for:

16.1.1 organising [monthly] meetings at which they will review the progress of the Work;

16.1.2 providing all information and Documentation reasonably required by either party to enable completion of the Work.

16.2. Each month our representative will prepare a progress report on the progress of the Work and will deliver a copy to your representative at least [three] days before each meeting.

17.1. We shall prepare the Detailed Specification for your approval. It will be based on the description of the Service on Our Website.

17.2. You will within [seven days] of receipt of the Detailed Specification either approve or give us your further instructions for edit of it. If you fail to respond within that time period you will be deemed to have approved the Detailed Specification.

17.3. We shall take account of all reasonable comments and/or requests for amendment received from you and shall incorporate them in a revised version of the Detailed Specification to be prepared and delivered to you as soon as reasonably possible.

17.4. The process described above will be repeated until you have approved (or are deemed to have approved) the Detailed Specification.

The Detailed Specification will include (among other things).

18.1. [list any specific matters which you will include].

18.2. details of each commonly accepted standard which will be attained in respect of the Work, including those of the International Organization for Standardization.

19.1. If for any reason you are not completely happy with our Service, just contact us within [30] days and we will refund full purchase price.

AND / OR

19.2. If for any reason you are not completely happy with our Service, just contact our liaison representative and we will do our utmost to provide the support you need.

OR

19.3. Our most important task is to ensure your absolute satisfaction. We will always strive to reach that target. However, we acknowledge that mistakes are made occasionally. This paragraph covers that possibility. If you are not wholly satisfied with the Service, please tell us at the earliest opportunity:

19.3.1 exactly why you think we have failed;

19.3.2 the date, if relevant, of the failure;

19.3.3 when and how you discovered the failure;

19.3.4 the result of the failure;

19.3.5 your suggestion as to action we should take to resolve the situation and restore your faith in us.

19.4. To do this, it is essential that you contact us by email at the contact point on Our Website.

OR

19.5. The procedure for complaints about our Services is set out on Our Website. If you do not follow this procedure, we may be unable to identify you and the Services you have received.

AND

19.6. You now agree that you commit a breach of this contract if you seek repayment of money paid to us by asking your credit card provider to credit back a payment made to us, without attempting to seek repayment from us first. In that event, you agree that you will owe us first the sum charged to us by our payment service provider and secondly a sum based on time spent at $[100] per hour in dealing with your breach. You also agree that this provision is reasonable.

20.1. We are both aware that in the course of our Work for you we will each have access to and be entrusted with information in respect of the business and operation of the other, all of which information is or may be confidential.

20.2. We both now undertake for ourselves and for every employee or sub-contractor whose services we may use both during and after completion of the Work, that we will not divulge to any person whatever or otherwise make use of (and will use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information.

20.3. For the purposes of your above undertaking, the information will be deemed to include all information (written or oral) concerning the Detailed Specification.

20.4. Each of us now undertakes to the other to make all relevant employees, agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such reasonable steps as will from time to time be necessary to ensure compliance by its employees, agents and sub-contractors with these provisions.

20.5. Each of us now undertakes to the other that for the period of 12 months following completion of the Work we will not directly or by an agent or otherwise and whether for ourselves or for the benefit of any other person induce or endeavour to induce any officer or employee of the other to leave his employment.

20.6. The provisions of the last previous sub paragraph will not apply to either party if the other becomes subject to bankruptcy, receivership or liquidation proceedings.

You agree that at all times you will:

21.1. not disclose to any person the method of working or the Intellectual Property involved in our Work for you;

21.2. not cause or permit anything which may damage or endanger our title to the Intellectual Property;

21.3. indemnify us for any loss or expense arising from your misuse of the Intellectual Property;

21.4. on the expiry or termination of this agreement immediately stop using the Intellectual Property except as expressly authorised by us in writing;

21.5. not use any name or mark similar to or capable of being confused with any name or mark of ours;

21.6. so far as concerns Software provided or made accessible by us to you, you will not:

21.6.1 copy, or make any change to any part of its code;

21.6.2 use it in any way not anticipated by this agreement;

21.6.3 give access to it to any other person than you, in this agreement;

21.6.4 in any way provide any information about it to any other person or generally.

22.1. The law differs from one country to another. This paragraph applies so far as the applicable law allows.

22.2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph will be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.

22.3. Our Website and our Services are provided “as is”. We make no representation or warranty that the Service or the Work will be:

22.3.1 useful to you;

22.3.2 of satisfactory quality;

22.3.3 fit for a particular purpose;

22.3.4 available or accessible, without interruption, or without error.

22.4. We make no representation or warranty that the Service or the Work we provide specifically to you will achieve the target or intended results.

22.5. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.

22.6. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediate preceding 12 months period for the Services concerned.

22.7. Except in the case of death or personal injury, our total liability under this agreement, however it arises, will not exceed the sum of $[1,000]. This applies whether your case is based on contract, tort or any other basis in law.

22.8. We will not be liable to you for any loss or expense which is:

22.8.1 indirect or consequential loss; or

22.8.2 economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or we knew you might incur it.

22.9. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to us.

22.10. If you become aware of any breach of any term of this agreement by any person, please tell us by [state action required].We welcome your input but do not guarantee to agree with your judgement.

22.11. Nothing in this agreement will be construed as limiting or excluding our liability for death or personal injury caused by our negligence.

23.1. This agreement may be terminated:

23.1.1 when the Work has been delivered to you or otherwise completed.

23.1.2 immediately by us if you fail to pay any additional sum due [within 35 days] of the date of submission of an invoice;

23.1.3 immediately by either party if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction) unless an application has been made under the Treasury Laws Amendment (2017 Enterprise Incentive No.2) Act 2017.

23.2. any termination of this agreement by this paragraph will be without prejudice to any other rights or remedies to which a party may be entitled.

24.1. Our privacy policy is strong and precise. It complies fully with the current privacy law which is at [link to privacy policy].

24.2. You undertake to provide to us your current land address, e-mail address and telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.

24.3. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it will be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it will be binding in that changed or reduced form. Subject to that, each provision will be interpreted as severable and will not in any way affect any other of these terms.

24.4. The rights and obligations of the parties set out in this agreement will pass to any permitted successor in title.

24.5. If you are in breach of any term of this agreement, we may:

24.5.1 publish all text and content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication.

24.5.2 terminate your account and refuse access to Our Website;

24.5.3 cancel any order at our discretion;

24.5.4 issue a claim in any court.

24.6. Any obligation in this agreement intended to continue to have effect after termination or completion will so continue.

24.7. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

24.8. When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.

24.9. Any communication to be served on either party by the other will be delivered by hand or sent by express post or by e-mail.

It will be deemed to have been   delivered:

if   delivered by hand: on the day of delivery;

if   sent by post to the correct address: within 72 hours of posting;

if   sent by e-mail to the address from which the receiving party has last sent   e-mail: within 24 hours if no notice of non-receipt has been received by the   sender. [Take   care before agreeing to accept service by e-mail. It may be convenient, but   you could miss or accidentally delete the message].

24.10. In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

24.11. So far as the law permits, and unless otherwise stated, this agreement does not give any right to any third party.

24.12. Neither party will be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control, [including any labour dispute between a party and its employees].

24.13. The validity, construction and performance of this agreement shall be governed by the laws of the State of [State] and you agree that any dispute arising from it shall be litigated only in that State.

Explanatory notes:

Terms and conditions template: professional consultancy business; includes licence for supporting product or systems

Paragraph specific notes:

Notes numbering refers to paragraph numbers.

1. Definitions

We know nothing about your business, so we cannot provide you with defined terms which precisely describe what you sell. Most people do not read your terms (even if they have to “tick the box”). The people who do take the trouble to read them are likely to be the sort of people who expect the same attention to detail from you as they themselves give to their purchase of your goods or services. It therefore helps you to obtain their business if your terms are accurate and friendly. By all means use the search/replace function in your word processor to change them. Here are examples of changes to defined terms:

We use

You might decide to change to

“Services”

“Super Hosting” / “Pro   Accounting” /” Our Advisory Service”

“Our Website”

“The Jones Site” / “The Site”

But if you do change the defined word, make sure it applies to every use of it in the document.

Remember too, that when a word or phrase is defined, the defined meaning, capitalised, takes precedence over the common meaning of that word or phrase.

You should first decide on the contents of the document, then return to check what definitions are needed and whether they really fit the text you have left in place.

2. Interpretation

Leave these items in place unless there is a good reason to edit or remove. These items are not “lawyer’s blurb”. Every item has been carefully considered in the context of this agreement and has been included for a purpose. Many of them strengthen the framework within which the agreement operates. Leave these items in place unless there is a good reason to edit or remove.

3. Entire agreement

This paragraph prevents a party from later saying he was relying on some other document or web site or what was said. If other documents are to be relied on, let them be listed here, so that both parties know the basis of the deal.

4. Basis of contract

It is rarely as easy to define the limits of a service compared with selling goods. You can give a precise specification for a tonne of 10 cm brass screws to a specified design. You cannot do that when you sell services. So you need to set out your contract in this paragraph very carefully. 

Is your buyer using your IP? When do you want to be bound to the deal? Do you want to know moreabout him first? Will you do business with him in Kiev? What is he allowed to take from your website? We have given you a menu of such points. It is up to you to decide how to run your business.

5. Price and payment

This paragraph must tie in with the basis of contract. Either you take money via your website or you send out bills, or both. You should consider carefully the provisions relating to completion and payment. It is important that the agreement identifies a precise procedure and point in time when a final invoice may be sent. It may be necessary for the client’s last minute modifications to be treated as post-completion modifications, so as to enable the main contract to be complete and payment made.

We have provided for payment for work done to date of cancellation, if cancelled.

6. Grant of Licence

This paragraph contains a menu of items. Here you should not merely decide which item applies, but use our sub-paragraphs to construct the package of business terms you require. It is unlikely that we shall have thought of everything. You may have to add special provisions of your own. Do not delete an item if you are not absolutely sure of the legal effect of doing so.

7. Restrictions on use of Licensed Product

This paragraph provides technical restrictions which are applicable in particular to software. If you delete many of them, the remainder could well be treated as part of the previous paragraph.

8. Copying the Licensed Product

This paragraph applies to a software-related product. Edit to suit the appropriate words applicable to the IP you will provide in support of your service.

9. Freedom to transfer

This paragraph requires no explanation. Treat as a flexible menu to suit your requirements.

10. Renewal payments

This paragraph is required only if you sell by subscription. If your sale is a one-off, delete this.

Provisionof this information is evidence of permission to debit your card but does not alone permit you to take money, in law. Nevertheless, it’s how “things work” today.

11. U.S. Government end users

We respectfully suggest that you take our word for the requirement to leave this provision in place if you sell to any US governmental organisation but delete it if you do not.

12. Service provision

Edit to comply with exactly what information or other involvement you require from your client; how you will “deliver” your service; and what happens if you need to cancel, or your client cancels.

13. Security of your credit card

This paragraph is more for information than contractual commitment. We have included it here because many users are reluctant to make payment, so this assurance given at the point of sale will allay their fears.

For payment you may have various alternatives like the PayPal and cheque. Edit this paragraph accordingly.

14. Indemnity

We suggest no edits.

15. Security of Our Website

Many service providers will not need this paragraph. If your client has no access to your website, you could delete it; and vice versa. 

16. Representative liaison

Whether or not you need this paragraph depends entirely on your business. Some service provision requires contact and other does not. Edit or delete to suit your business.

17. Work management procedure

This is an example procedure. It is a mistake to tie yourself down too precisely in this document because you may wish to change the detail from time to time, but it is definitely a good idea to set out the framework within which you will provide your services.

18. Content of Detailed Specification

This is no more than a space for you to enter what you want in the specification. Do not commit to more than is required.

19. Dissatisfaction with the Services

Service provision is unlikely to be perfect 100% of the time. A complaints procedure shows that you care and that you are efficient. It provides a route for assessment of problems and thereby avoids a stream of email messages. Edit to suit your business requirement.

If you have decided to use the representative liaison mentioned earlier, then a provision for contact could be made here as a first step in expressing dissatisfaction.

20. Confidentiality

We have included this paragraph because a business has so many secrets which could easily be stolen that some safeguard is sensible. You should consider not only what you expect to disclose but what the other side could discover by “digging and fishing” in ways you did not expect.

21. Intellectual property

Few business managers appreciate just how much IP is owned by the business. There is an enormous variety of IP rights, from domain names to trademarks. It is sensible to leave this provision in place, edited as appropriate.

The question of who owns what intellectual property rights is one for detailed discussion and decision before the contract is signed.

22. Disclaimers and limitation of liability

Reduces the chance of a successful challenge to you on a technical issue on the basis that your client relied on your skill and judgement as a professional.

The law is complicated and much depends on the facts of each case. Our best advice to you is to include these disclaimers so far as they apply to your business.

You will see that we have also included in the provision for directors and others to have the same protection. One around such a provision in the past is to claim not against the company with whom the claimant has a contract but against the directors or others in negligence.

23. Termination

It is after termination that conflicts tend to arise. In this agreement however, there are unlikely to be residual obligations. Edit as you think best.

24. Miscellaneous matters

A number of special points. We have identified each of these as important to protect you. Some are relevant to particular paragraphs in the document, some apply more generally. Some are included to strengthen your position generally. Do not delete unless you aree of the legal effect of doing so.