I’d love to be able to present all my documents in plain English. However, this is the real world and as you’ll probably agree, it’s prudent to have the necessary legal text. The current versions can be found here.
- Control panel and server access.
- Service Level Agreement.
- Work Agreement Contract Details for my web development and information technology consulting services.
- Terms of Service and Acceptable Use Policy for clients using third-party services.
Please note that I charge a ‘kill fee’ for projects that are cancelled by clients after I’ve started work.
No employee or agent is authorised to conclude any binding agreement on behalf of Another Cup of Coffee Limited with another party without express written confirmation by Anthony Lopez-Vito (director).
Control panel and server access
During the course of my work with you, I may need access to your hosting control panel, servers and third-party service provider accounts. I will access these accounts under the following conditions:
- Email is not a secure method of communication so login credentials should be sent to me through a secure channel. I recommend the password sharing feature offered by LastPass. If you choose to send sensitive information via email, you understand that email is insecure and do so at your own risk.
- It is your responsibility to keep reliable and up-to-date backups of all your files, databases and important information.
- Data loss through human or technical error is common and the risk is well-known in the industry. I will access your accounts with reasonable skill and care but won’t be held liable for any damages resulting from data loss while accessing your accounts.
- I won’t be held liable for any fees incurred while accessing the services.
- I store login credentials in an encrypted password manager and take reasonable steps to protect my internal computer systems. However, even large corporations are known to suffer breaches (“hacks”) to their computer systems. The size and value of my typical project means that in the event of a breach, we may not be able to trace the cause or source. I won’t be held liable for any security breaches to your computer systems or those of your service providers.
Service level agreement
Your support channel is through email, online collaboration service or ticketing system. I can offer telephone support as an additional service if required.
My official response time is to get back to you within 3 working days. However, in practice, you will usually get a reply in less than 24 hours. I’ll give you advance notice when possible if I anticipate circumstances when it’ll take me longer than 3 working days to respond. The price-range for my service mean that I cannot offer you any guarantees for response and resolution times.
Security breaches, malicious software and software errors
Since I use third-party service providers and open source software, I therefore can’t guarantee against website security breaches (“hacking”), malicious software (“malware”) or that any software will be error-free. Another Cup of Coffee Limited cannot be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
You may request administrator access to all third-party accounts I create on your behalf. You should designate one team member as custodian of the control panel login details. For security, Another Cup of Coffee will not divulge hosting control panel login details to anyone other than the designated team member unless otherwise agreed.
This Work Agreement applies if you have accepted a quotation or estimate that we have submitted to you.
Another Cup Of Coffee Limited (“ACC”, “We”, “Us” or “Our”) provides web development services, information technology (IT) consultancy services, and a platform for internet web hosting services to its clients (the “Clients” or “Subscribers” or “you” or “your”). Additionally, We may provide services involving registration, transfer or renewal of domain name among others.
This Work Agreement (i) constitutes a legal and binding agreement between you and Us; (ii) are the complete and exclusive agreement between the parties regarding the subject matter; (iii) supersede and replace any prior understanding or communication, whether written or oral, and (iv) do not benefit any other person or entity.
Work Agreement Contract Details
- Subject to and in accordance with the terms and conditions of this Agreement, the Client shall engage Another Cup Of Coffee Limited (“ACC”, “We”, “Us” or “Our”) to provide consultancy services in relation to development and maintenance of the Client’s information technology (IT) systems (“Services”) and ACC agrees to provide the Services as described in this Work Agreement.
- ACC shall devote such time to the Services as shall be reasonably be appropriate from time to time.
- The Client shall provide ACC with such support, information, equipment and facilities as is required and/or ACC may reasonably request to provide the Services in an effective manner.
- ACC shall perform the Services with reasonable skill and care.
- The parties acknowledge and agree that ACC may take other appointments.
- ACC shall have the right to engage such individuals and other consultants as ACC shall judge required to carry out the agreement.
- Terms of Service and Acceptable use Policy for our online services can be found at http://192.168.1.30:8100/legal.
- This Agreement shall commence with effect from the date of acceptance of our quotation (the “Effective Date”) and shall, subject to the provisions of Clause 5 below, continue until the end date specified on our project plan.
3. FEES AND EXPENSES
- In consideration for the obligations undertaken by ACC under this Agreement, the Client shall pay to ACC the fees set out in the accepted quotation. Fees shall be payable by the Client to ACC on the last week of each calendar month or, in each case, if later, 14 days after ACC has sent a relevant invoice.
- The fees and expenses shown in the quotation are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. Hourly fees, when been agreed upon, will be payable with a minimum in 10 minute increments.
- The Client shall reimburse ACC all expenses it incurs in the course of carrying out its obligations under this Agreement within 14 days of receipt of a relevant expenses claim attaching reasonable evidence of such expenditure. If the Client wishes ACC to carry out elements of the Services that will entail significant expenditure to ACC then ACC shall be entitled to require from the Client a sum of money in advance in respect of expected expenses. On completing the relevant element of the Services, ACC shall, as soon as reasonably practicable, submit to the Client an expenses claim attaching reasonable details of expenditure. To the extent the sum is more than the expenses incurred by ACC, ACC shall reimburse the Client the surplus amount within 14 days of the expenses claim. To the extent the sum is less than the expenses incurred by ACC, the Client shall pay to ACC an additional amount to cover the expenses within 14 days of the expenses claim. All expenses are to be agreed with the Client before they are incurred.
- The Client must assume that all additions, alterations, changes in content, layout or process changes requested by The Client, will alter the time and cost. The Client shall offer the ACC the first opportunity to make any changes.
- All sums payable to ACC under this Agreement are, unless otherwise stated, exclusive of VAT and other duties, taxes and similar levies.
- The Client shall make all payments due to ACC under this Agreement in immediately available funds without set-off or counterclaim whatsoever.
- ACC shall be entitled to interest on any overdue amount under this Agreement at a rate of 3% per annum above LIBOR from the due date of payment until actual payment, before and after judgment, calculated on a daily basis and compounded monthly.
- A cancellation fee is payable in the event of cancellation of the project by The Client. (See DISCRETIONARY TERMINATION & CANCELLATION FEE.)
- Unless otherwise arranged, all sums payable under this Agreement shall be paid in UK pounds sterling.
- Except as provided by clauses 4.2 and 4.3, both parties shall at all times during the continuance of this Agreement and after its termination:
- use all reasonable endeavours to keep all information that could reasonably be considered to be confidential (“Restricted Information”), confidential and accordingly not disclose any Restricted Information to any other person; and
- not use any Restricted Information for any purpose other than the performance of its obligations under this Agreement.
- Any Restricted Information may be disclosed by ACC to any employees or contractors of ACC to such extent only as is necessary for the purposes contemplated by this Agreement, or as is required by law and subject in each case to ACC using reasonable endeavours to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made
- Restricted Information may be used by ACC for any purpose, or disclosed by ACC to any other person, to the extent only that:
- it is at the date hereof, or hereafter becomes, public knowledge through no fault of ACC; or
- it can be shown by ACC to have been known to ACC prior to its being disclosed by the Client to ACC.
- ACC shall carry out its obligations set out in this Agreement with reasonable skill and care.
- ACC’s liability under this Agreement shall be limited in aggregate to one quarterly installment of the fees referred to in Clause 3.
- Save as set out in Clause 5.2, ACC shall have no liability whatsoever to the Client in respect of this Agreement including, without limitation in contract, tort, negligence or strict liability.
- Except as is expressly set out in this Agreement, ACC makes no warranties, express or implied, to the Client. In no event will ACC be liable to the Client for any special, consequential, incidental, exemplary or indirect damages, or for “lost profits” even if advised of the possibility thereof, regardless of the theory of liability (including without limitation, tort, contract, negligence or strict liability).
- The parties agree that any claim against ACC relating to this Agreement shall be wholly barred and unenforceable unless ACC shall have received written notice from the Client containing full written particulars of the matters and circumstances forming the basis of the claim within the period of 12 months from the earlier of the date of termination of this Agreement and the date on which the cause of the claim arose.
- Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
- Either party may terminate this Agreement by notice in writing to the other in the event that the other party:
- breaches any term of this Agreement and such breach is incapable of remedy or, if the breach is remediable, it continues for a period of 30 days after written notice requiring the same to be remedied has been given to the party in breach; or
- gives notice to its creditors or any of them that it has suspended or is about to suspend payment or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or if an order shall be made or resolution passed for the winding up of the other (otherwise than for the purpose of and followed by a reconstruction or amalgamation) or if an administration order shall be made in respect of the other or if the other shall become insolvent or shall make any assignment for the benefit of creditors or has a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of debt; or
- gives sufficient advance notice for Discretionary Termination (cancellation of the project).
- For the purposes of Clause 6.1.1, a breach shall be deemed to be remediable if the relevant party complies with the term of this Agreement in question in all respects other than time of performance. A failure to pay any amount due under this Agreement shall not be considered to be remediable for the purposes of this Agreement.
- Termination shall be without prejudice to the accrued rights and remedies of the parties up to the date of termination
- The terms of clauses 4 (Confidentiality), 5 (Liability), 6 (Termination), 8 (Notices), 10 (Force Majeure), 11 (Miscellaneous) and 12 (Governing Law) shall survive the termination (howsoever arising) of this Agreement.
7. DISCRETIONARY TERMINATION & CANCELLATION FEE (‘KILL FEE’)
- For the purposes of Clause 6.1.3, in the event of cancellation of the project by the Client:
- Ownership of all copyrights and the original artwork shall be retained by ACC;
- ACC will retain all payments already made as of the notification date;
- The Client shall pay for all expenses incurred as of the date of notification of termination, and;
- The Client shall pay a cancellation fee for work completed. If the project is on an hourly basis, the cancellation fee is 100% of the hours already completed for the project at the time of cancellation plus 30% of the remaining hours that were expected to be completed on the project. A 100% cancellation fee is due once the project has been finished, whether delivered to the client or not. If the project is on a fixed price basis, the cancellation fee is 30% of the total project fee.
- For the purposes of Clause 6.1.3, in the event of cancellation of the project by ACC:
- ACC will retain (or, if not paid in advance, will be due) all costs already incurred and a prorated portion of the fees for services performed up to the termination date;
- ACC will the assist The Client in transferring the project to another service provider, and;
- ACC will assign sufficient IP rights to Client to allow The Client to continue the project.
- Any notice or other communication required or authorised to be given under this Agreement (a “notice”) shall be in writing and may be served by email, personal delivery or by first class recorded delivery post.
- Subject to proof to the contrary, notices shall be deemed served:
- in the case of a notice delivered personally, at the time of delivery;
- in the case of a notice sent by post, on the second business day following the day of posting.
- For the purpose of this clause “business day” means any day other than a Saturday, Sunday or a day which is a public holiday in the place both of posting and of address of the notice.
- Notices shall be served on the parties at the addresses specified during the project startup phase.
- Each of the parties shall notify the other in accordance with this clause of any change in any of the details set out or referred to in Clause 7.4 which details shall then be deemed to have been amended accordingly.
9. ASSIGNMENT AND SUB-CONTRACTING
- Neither party shall assign, transfer or charge or purport to assign, transfer or charge this Agreement or any of its rights, liabilities or obligations under this Agreement without the prior written consent of the other.
- This Agreement shall be binding upon and enure to the benefit of the successors and assigns of the Client and (where the Client’s written consent is given) the successors and assigns of ACC.
10. FORCE MAJEURE
- Neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion, industrial dispute, sickness or incapacity of key staff (“force majeure”). If such delay or failure continues for at least sixty (60) days, the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other.
- Save as expressly provided herein, this Agreement shall operate to the entire exclusion of any other agreement or understanding of any kind between the parties hereto preceding the date of this Agreement and in any way relating to the subject matter of this Agreement.
- This Agreement constitutes the whole agreement and understanding of the parties as to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.
- Each of the parties acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a warranty or representation. The only remedy available to it for breach of such warranties or representations shall be for breach of contract under the terms of this Agreement. Nothing in this clause shall, however, operate to limit or exclude liability for fraud.
- Any amendment to this Agreement shall be in writing, signed by the parties and expressed to be for the purpose of such amendment.
- Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of employer and employee between the parties.
- All rights, remedies and powers conferred upon the parties are cumulative and shall not be deemed or construed to be exclusive of any other rights, remedies or powers now or hereafter conferred upon the parties by law or otherwise and any failure at any time to insist upon or enforce any such right, remedy or power shall not be construed as a waiver thereof.
- If any clause or part thereof of this Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other clause or part thereof all of which shall remain in full force and effect.
- This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Either party to this Agreement may enter into it by signing any such counterpart.
- If either party fails to perform any of its obligations under this Agreement and the other party fails to enforce the provisions relating thereto, such party’s failure to enforce this Agreement shall not prevent its later enforcement.
12. GOVERNING LAW
- This Agreement shall be governed by the laws of England.
Terms of Service and Acceptable Use Policy
Another Cup Of Coffee Limited (“We”, “Us” or “Our”) may provide services involving third-party internet web and email hosting, domain registration, transfer or renewal of domain name, project collaboration among others. Your use of all of these services is governed by the Terms of Service (the “Terms of Service”) and Acceptable Use Policy (“AUP”) of the third-party services which can be found here.
- Bahnhof AB for development server hosting.
- Basecamp, LLC for project collaboration.
- Liquid Web, LLC for website hosting.
- Teamwork.com for project collaboration.
- UpCloud Ltd for development server hosting.
If additional third-party services are required for your work that are not listed here, your use of these services is governed by the Terms of Service (the “Terms of Service”) and Acceptable Use Policy (“AUP”) of those third-party services.
Resource consumption and overages
Please be aware that many business-grade service providers operate on a ‘utility computing’ model and charge based on resource consumption. The utility computing model scales up resources to match demand so that your services do not shut down when you need them most. This could mean additional fees (‘overages’) if the service experiences periods of high resource consumption. It is your responsibility to cover any overages charged by service providers. If your site is hosted on my hosting account, any overage fees will be invoiced to you as an additional expense.
Service renewal fees
It is your responsibility to renew any third-party services and ensure the required fees are paid. You may engage me to process the renewals on your behalf but I cannot accept any responsibility for termination of third-party services.
Another Cup of Coffee Limited is a company registered in England and Wales.
Company Registration Number: 05992203