Terms & Conditions

The following Terms and Conditions of Business shall govern all transactions with Scalewaretech (registered in England and Wales with company number xxxxxxxx), registered at 701 Tillery Street Unit 12, 2862 Austin, Texas, US, 78702. Our trading names include ‘The Consultancy’ (hereinafter called “the Agency”) except as otherwise specifically agreed in writing. Where there is any inconsistency between these Terms and Conditions and any Terms and Conditions which the Buyer seeks to impose, these Terms and Conditions shall prevail.

Legal information

Much of the legal information on this website consists of summaries of complex legal issues. Legal and factual details and nuances are inevitably omitted from such summaries. Particular circumstances often radically affect the law that applies, and the way that the law applies. You should therefore never apply the legal information to your own situation without conducting additional research or engaging a lawyer. Nor should you assume that all of the relevant legal material is included on our website.

The law changes constantly, and legal information is always liable to become out-of-date. Most of the legal information on this website relates to the laws of England and Wales or the United Kingdom, or European Union law. However, this is not always the case. Do not assume that any particular item of legal information relates to any particular jurisdiction. For all of these reasons, you must not rely upon any information on this website, and we recommend that you take professional legal advice before embarking upon any course of action (or omitting to take any action) that has or may have legal implications.

Exclusion of warranties, representations and guarantees

We do not warrant, represent or guarantee:

• the accuracy of the information published on this website;
• the completeness of the information published on this website;
• that the information published on this website is up-to-date; or
• that the information on the website can be applied to achieve any particular result.

To the maximum extent permitted by applicable law we exclude all representations, warranties and guarantees relating to this website and the use of this website (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).

Third party content

You acknowledge that some of the information published on this website is submitted or provided by users, law firm partners and other third parties, and that we do not usually review, approve or take editorial responsibility for such information. You agree to the publication of comments, reviews and/or feedback relating to you, by others, on our website. You acknowledge that such comments, reviews and/or feedback may be critical or defamatory or otherwise unlawful; and you agree that you will not hold us liable in respect of any such comments, reviews and/or feedback, irrespective of whether we are aware or ought to have been aware of such comments, reviews and/or feedback.

Terms and conditions of use

Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved. You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions of use. You must not:

• republish material from this website (including republication on another website);
• sell, rent or sub-license material from the website;
• show any material from the website in public;
• reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;
• edit or otherwise modify any material on the website; or
• redistribute material from this website, except for content specifically and expressly made available for redistribution (such as our newsletter).

Where content is specifically made available for redistribution, it may only be redistributed within your organisation.

Intellectual property rights

As an initial condition it is agreed between the Buyer and the Seller that all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials (but not the Client Materials) shall be owned by the Seller, who:

1. licenses all such rights, other than the Bespoke Items (as defined in clause 1.2), to the Buyer on a non-exclusive, non-transferable, worldwide basis to such extent as is necessary to enable the Buyer to make reasonable use of the Deliverables and the Services. Such licence shall be free of charge unless the Deliverables include a content management system in any configuration, and/or any Website Software in which case the Buyer will be required to pay an annual licence fee and may be required to enter into a separate licensing agreement. If these Terms or the Contract is terminated, this licence will automatically terminate, unless otherwise agreed in writing; and
2. transfers to the Buyer ownership of all Intellectual Property Rights in the Bespoke Items, subject to the Buyer agreeing to license back to the Seller the Intellectual Property Rights so transferred to the Buyer, so as to enable the Seller to perform the Services required of the Seller under any Contract.

For the purposes of this agreement, “Bespoke Items” means any graphic design, such as logos and brochures, and the Website’s “look and feel” and related Front-End Code, prepared by the Seller to the Buyer’s specific requirements and forming part of the final Design Concept – (All Intellectual Property Rights in the final Design Concept shall be transferred to the Buyer following payment of all sums due from the Buyer to the Seller. Following any such assignment, the Buyer hereby grants to the Seller a non-exclusive licence of such Intellectual Property Rights in the final Design Concept for the purposes of providing any future or outstanding Services in accordance with the terms of the relevant Project Plan. The Seller shall retain the ownership of all Intellectual Property Rights in all Design Concepts other than the final Design Concept, and the Buyer acknowledges that the Seller can use the retained Design Concepts for any purpose or other clients. Specifically excluded from “Bespoke Items” are the Seller’s content management system, any Website Software, any interactive animation, the pagination and layout of any graphics, and the designs associated with a virtual tradeshow or any white-labelled product (unless it is agreed in the Project Brief/Plan that bespoke graphics are to be created and the Intellectual Property Rights in such tradeshow designs are to be transferred to the Buyer).

For the avoidance of doubt, the Seller will retain ownership of the architecture and prototype of any graphic design or Website designed for the Buyer (which the Seller may re-use in the same or similar structure and layout), together with underlying Website Software (including Back End Code) and any other Pre-Existing Materials, including, but not limited to our content management system and any interactive animation. The Buyer acknowledges that, where the Seller does not own any Pre-existing Materials (other than the Buyer’s Client Materials), the Buyer’s use of rights in Pre-existing Materials (such as in the case of any Third-Party Products) is conditional on the Seller obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Seller to license such rights to the Buyer.

Data Protection

The Buyer acknowledges and agrees that details of their name, address and payment records may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Seller in connection with the Services. The Seller undertakes that it will process personal data on the Buyer’s behalf:

• only on the Buyer’s executed instructions under this agreement and in accordance with the terms of this agreement;
• shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk associated with the nature, scope, context and purposes of the processing under this agreement;
• shall not engage another third party to process personal data on the Buyer’s behalf without the specific or general written authorisation of the Buyer; where the Buyer gives the aforementioned authorisation, the Seller will inform the Buyer of any intended changes concerning the addition or replacement of other processors, thereby giving the Buyer the opportunity to object to such changes;
• shall not transfer the personal data outside the European Economic Area unless the Buyer provides the Seller with written instructions or the Seller is required to do so by European Union or Member State law to which the Seller is subject; in which case, the Seller shall inform the Buyer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
• undertakes that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. This includes, but is not limited to, the Seller’s employees and agents;
• to notify the Buyer of a data protection breach affecting the personal data it processes under this agreement immediately, and in any event, no later than 24 hours from the Seller becoming aware of the breach;
• to assist the Buyer, where required, to complete a data protection impact assessment;
• to assist the Buyer, where required and in any reasonable way, to fulfil its obligation to respond to requests for the data subjects’ exercising their rights under Chapter III of the General Data Protection Regulation;
• to delete or return to the Buyer, as instructed by the Buyer, all personal data processed under this agreement and undertakes to delete existing copies unless European Union or Member State law requires storage of the personal data;
• to make available to the Buyer all information necessary to demonstrate compliance with Article 28 of the General Data Protection Regulation;
• to allow for and contribute to audits, including inspections, conducted by the Buyer or another auditor mandated by the Buyer;
• to cooperate, on request, with the Information Commissioner’s Office (or other supervisory authority) in the performance of the processing activity governed by this agreement;
• to inform the Buyer immediately if, in its view, an instruction by the Buyer infringes the General Data Protection Regulation or other European Union or Member State data protection provisions;
• if it sub-contracts the processing under this agreement to a third party it will enter into a written agreement with the third party which imposes the same data protection obligations set out in this agreement;
• where the sub-contractor fails to fulfil its data protection obligations under its agreement with the Seller, the Seller shall remain fully liable to the Buyer for the performance of the sub-contractor’s obligations.

The Buyer warrants and undertakes that its Personal Data is accurate and the Buyer shall keep their Personal Data fully up to date at all times during the continuance of any Contract. The Buyer shall indemnify the Seller against any loss or damage which the Seller may sustain or incur as a result of any breach by the Buyer.

Charges and Payment

All credit accounts are strictly net and payable 28 days from the date of the invoice. Where payment has not been made within the agreed terms of credit:

• Where the Services are provided on a time and materials basis:
• The charges payable for the Services shall be calculated in accordance with the Seller’s standard daily fee rates, as per the schedule incorporated into our project Brief or as amended by any subsequent quotation;
• The Seller’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day, generally worked between 8.30 am and 5.30 pm on weekdays (excluding public holidays), although the exact timings may vary;
• An overtime rate of 150% of the normal daily fee rate shall apply on a pro-rata basis for each day or part thereof for any time worked by individuals whom we engage on the Project and who is required to carry out work outside the hours;
• All charges quoted are exclusive of VAT which shall be added to all invoices at the appropriate rate;
• Unless otherwise agreed, the Seller shall invoice as noted in the Project brief / Plan and, where not otherwise stated or agreed, monthly in arrears for our charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided.
• Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Project Brief / Plan. The total price shall be paid by the Buyer to the Seller (without deduction or set-off) in full or in any instalments as are set out in the Project Brief / Plan. At the end of a period specified in the Project Brief / Plan in respect of which an instalment is due, the Seller shall invoice the Buyer for the charges that are then payable, together with expenses, the costs of materials and VAT, where appropriate.
• Any fixed price and daily rate contained in the Project Brief / Plan excludes:
  • The cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Seller may engage in connection with the Services, the cost of any materials and the cost of Third Party Products reasonably and properly provided by third parties and required by the Seller for the supply of the Services. Such expenses, materials and third-party services shall be invoiced by us at cost plus 10%; and
  • VAT, which we shall add to our invoices at the appropriate rate, where applicable.
• Unless agreed otherwise in the Project Brief / Plan, the Buyer shall pay each invoice submitted to them by the Seller, immediately upon (meaning within seven Business Days of) receipt in full and in cleared funds.
• Time for payment shall be of the essence of the Contract. Without prejudice to any other right or remedy that the Seller may have, if the Buyer fails to make payment upon the due date the Seller may:
  • Charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of The Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and we may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and/or
  • Suspend all Services until payment has been made in full.
• All sums payable to the Seller under the Contract shall become due immediately on its termination, despite any other provision. This clause is without prejudice to any right to claim for interest under the law, or any such right under this agreement or the Contract.
• The Seller may, without prejudice to any other rights, set off any of the Buyer’s liability to the Seller against any of the Seller’s liability to the Buyer.
• Any deposits or initial payments are non-refundable, save as otherwise agreed in writing between the parties.

Contact

If you have any questions about these Terms and Conditions please contact us:

• by email at hello@scalewaretech.com
• by post at 701 Tillery Street Unit 12, 2862 Austin, Texas, US, 78702