1. In these terms and conditions "Redstone Websites" means the business trading as "Redstone Websites" as that business is constituted from time to time and having its principal place of business at 7 St Germains House, Longniddry, East Lothian, EH32 0PQ.
Redstone Websites will undertake the Services identified on the quotation issued by Redstone Websites (“Quotation”) to the customer identified on the Quotation (“Customer”), on acceptance of the Quotation by the Customer. The provision of the Services shall be subject to these terms and conditions to the exclusion of all other terms and conditions, including any issued by the Customer.
2. The Customer will pay to Redstone Websites the charges which shall be specified in or calculated in accordance with each Quotation.
3. Redstone Websites will invoice the Customer at an agreed schedule and the Customer will pay Redstone Websites all sums due within fourteen days of the date of the invoice. Interest shall be payable by the Customer in respect of all overdue amounts at the rate of four per centum per annum above the base rate charged from time to time by the Royal Bank of Scotland plc. In addition Redstone Websites may, without prejudice to any other rights and remedies, in its sole discretion suspend the provision of Services until such time as all overdue amounts together with interest thereon are paid in full.
4. Redstone Websites or the Customer may terminate the agreement constituted by these terms and conditions ("the Agreement") forthwith by notice in writing to the other in the event that: -
the other party commits a breach of these terms and conditions and fails to remedy the same within twenty eight days of receiving written notice from Redstone Websites or the Customer (as appropriate) specifying the breach and requiring it to be remedied; or
the other party shall have a receiver or administrative receiver appointed or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to the effect or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business.
Termination of this Agreement shall not prejudice the rights of either party which have arisen on or before the date of termination. On termination for any reason whatsoever, Redstone Websites may invoice the Customer in respect of all Services undertaken up to the date of termination and all invoices shall become due and payable by the Customer immediately.
5. Redstone Websites shall use all reasonable endeavours to ensure that no person is employed by Redstone Websites to provide the Services or any part thereof unless he or she has been adequately instructed and trained to undertake the Services.
6. Redstone Websites shall not be liable for faults or errors in the software developed as a result of provision of the Services where such faults or errors are consequences of inaccuracies in information supplied by the Customer or by third parties.
7. Any alteration to the terms and provisions of this Agreement must be made in writing and signed by or on behalf of an authorised signatory of both parties.
8. Neither the Customer nor any subsidiary or associated company of the Customer shall offer employment either directly or indirectly to any member of Redstone Websites’ staff engaged in the provision of the Services or offer to engage any such member of Redstone Websites’ staff either directly or indirectly on a consultancy, agency or other similar basis or attempt to utilise the services of such member of Redstone Websites’ staff outwith this contract either directly or indirectly in any manner whatsoever during the course of this contract or within twelve months of the termination of this contract.
9.
a) The liability of Redstone Websites arising from any act, omission, default or negligence of Redstone Websites shall be limited only to direct losses suffered by the Customer and in no circumstances whatsoever shall Redstone Websites be liable for any indirect or consequential losses howsoever occurring.
b) Except in the case of death and/or personal injury, the total liability of Redstone Websites shall be limited to the amount (if any) paid by the Customer to Redstone Websites in accordance with the relevant Quotation.
10. Redstone Websites will use reasonable endeavours to adhere to the estimated timescales for completion of the Services and the estimated costs of materials required to complete the Services as set out in the Quotation. Redstone Websites shall not be bound by such estimates. In addition, Redstone Websites accepts no liability for loss or damage of any kind arising from any failure to adhere to such estimates.
11. Any intellectual property rights created or used by Redstone Websites (including, but not restricted to, any intellectual property rights in any computer software) in the course of the provision of the Services to the Customer shall remain the property of Redstone Websites or its third party licensors (as appropriate). Any use of said intellectual property rights by the Customer may be subject to such licence terms and licence fees as Redstone Websites may from time to time determine. The Customer may use, enhance or re-use the computer software for their own purposes, but may not distribute or re-sell it.
12. THE EXPRESS TERMS SET OUT ABOVE ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, UNDERTAKINGS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
13. These terms and conditions will be subject to the Laws of Scotland and the parties prorogate the exclusive jurisdiction of the Scottish courts, without prejudice to the right of Redstone Websites to recover any sums due from the Customer before the courts of any competent jurisdiction.