1. SCOPE & DEFINITIONS

1.1 These Terms and Conditions apply to all work undertaken by Cache Limited on behalf of a client, as specified in an agreement, quotation or contract between Cache and the Client.
1.2 These terms have the following meaning:
(i) ‘Cache’ means Cache Limited (Registered in England and Wales No. 6767142) whose registered office is at No 91, Plantation Road, Oxford OX2 6JE;
(ii) ‘Client’ means any person, company, partnership, charity or other organisation and/or legal entity who instructs Cache to carry out Work;
(iii) ‘Work’ means any work specified by the Client, or carried out by Cache for the Client as outlined in an agreement between the Cache and the Client or in a quotation provided by Cache for the Client;
(iv) ‘Agreement’ means any agreement, contract or quotation provided by Cache and accepted by the Client either explicitly in writing or implicitly by the receipt of any down-payments, for the Work.

2. WORK

2.1 In providing services to the Client, Cache will supply advice, data and materials in conformity with the highest professional standards.
2.2 If during the course of the Work Cache is required to enter the Client’s premises, the Client will ensure that sufficient access is granted.
2.3 The Client indemnifies Cache against any injury that occurs on the Client’s premises through no fault of Cache, and will keep Cache fully and effectively indemnified against any and all losses, costs (including professional fees) and liabilities.
2.4 If Cache is required to make changes to electronic files belonging to the Client, the Client will ensure that electronic access, (for instance by FTP, remote login, etc.), is granted for as long as is necessary, or will provide Cache with access to a member of its staff, agent or other third party who can make the necessary changes promptly on reasonable request.
2.5 The Client will provide Cache with copies or originals where necessary of all content for publication under the Work (“the Content”), and indemnifies Cache against any infringement of copyright or other right that arises through the publication of said Content or for any omission of credit, authorship or other information that may be legally required.
2.6 The Client will be responsible for providing an appropriate Privacy Policy for publication on its website. This is especially necessary if the Client’s website will include e-commerce and user registration.
2.7 It is the Client’s responsibility to ensure the Content is provided in a format that is readable by Cache at the start of the Work. Editorial should be provided in plain text or Real Text Format (.rtf). Documents for download should be provided as a PDF (.pdf) or Word 2000-2004 format (.doc) not .docx. All graphics should be provided at screen resolution or above in JPEG, GIF or PNG format. Delays in submitting critical content may result in a corresponding delay of the completion date.

3. PLATFORM & HOSTING

3.1 Unless by prior mutual agreement, any website created by Cache will use a MySQL database and PHP server-side scripting.
3.2 If the Client provides its own hosting platform, they must ensure that it has the following minimum specifications and facilities:
(i) PHP version 5 or later, including GD version 2 or later with support for GIF, JPG & PNG;
(ii) MySQL version 4 or later, with phpMyAdmin installed or provided by the control panel;
(iii) Apache Server version 2 or later, with .htaccess configuration files
(iv) FTP login access for file uploading into the website folders; and
(v) A control panel, remote login or root level access to enable the editing file/folder settings and permissions.
3.3 If Cache provides hosting, it will meet the above specifications and comprise a shared private server on a shared IP address. The server has a ‘guaranteed’ 99.5% network uptime. Cache will endeavour to promptly fix any server faults, but it accepts no responsibility for loss of revenue. Furthermore, the Client warrants that any claim it may make on Cache, whether tangible or intangible, be limited to no more than £10 per month for the duration of the Agreement under which the claim is made.
Please note that shared IP addresses are not ideal for the hosting of SSL file transfer (https://) with a valid security certificate. Unique IP addresses can be provided by prior mutual agreement.
3.4 Other website specifications may be provided under a separate contract between the Client and Cache.

4. REMUNERATION AND EXPENSES

4.1 Payment for project services will be split into two payments unless explicitly stated in a signed agreement between the parties. The first payment of 50% of the total sum will trigger the start of the Work and indicate the acceptance of the quotation, and in any case shall be due seven (7) days from the commencement of any Agreement. The remaining 50% will be due thirty (30) days from completion or delivery of the Work.
4.2 Unless otherwise agreed in writing, payment for maintenance services, will be due thirty (30) days from the date of the contract, or the start date if explicitly stated, or date of invoice, and on every month thereafter until terminated as agreed in the contract. Cache reserves the right to invoice aggregated monthly fees on a quarterly basis, in which case payment is due (30) days from receipt of an invoice from Cache.
4.3 The Client agrees to reimburse Cache for any expenses that have been agreed in writing by the Client upon submission of an invoice.
4.4 Invoices submitted by Cache to the Client for the Work shall be due thirty (30) days from receipt.

5. INTELLECTUAL PROPERTY

5.1 Any software, code, scripts or other algorithms used or created during the performance of the Work (“the Code”) shall belong to Cache and remain the property of Cache. On receipt of full payment, Cache shall grant to the Client a perpetual and irrevocable, non-exclusive license to inspect and use the Code 'as provided' and for the purpose defined by the Work; the Client may not without prior written permission copy the Code or use the Code for any other purpose, nor adapt or otherwise modify the Code. Additionally, any products or services provided under a license agreement between Cache and the Client (“Licensed Products & Services”) are specifically excluded from this clause. Any intellectual property relating to Cache products licensed to the Client remain the property of Cache.
5.2 Any intellectual property, excluding the Code and Licensed Products & Services, arising during the performance of the Work, (“the Arising Intellectual Property”) shall belong to Cache until full payment is received, at which point the ownership shall pass irrevocably to the Client unless by prior mutual written agreement between Cache and the Client.
5.3 Where a maintenance contract is paid for on a regular and indefinite basis, the rights to any Arising Intellectual Property shall be deemed to have passed to the Client following receipt of the next funds due following the creation of said Arising Intellectual Property.
5.4 At the request and cost of the Client (either during the term of the Work or after its termination) Cache agrees to execute promptly all documents and carry out all actions which may reasonably be necessary in order to vest in the Client or its nominee all rights in the Arising Intellectual Property; and enable the Client or its nominee to obtain and renew all patent, design, trade mark, copyright and other registrations available for the protection of the Arising Intellectual Property.
5.5 The Client shall have no liability to account to Cache for any revenue or profit derived or resulting from the Arising Intellectual Property.

6. CONFIDENTIALITY

6.1 Cache agrees to keep secret and confidential all information which Cache receives about the business and affairs of the Client; and not to disclose any such Property or information to any person unless otherwise expressly provided by an Agreement, or unless:
(i) ordered to do so by a court of competent jurisdiction; or
(ii) the information is properly in, or comes into, the public domain.

7. RELATIONSHIP BETWEEN THE PARTIES

7.1 The relationship between Cache and the Client will be independent.
7.2 Cache warrants that it will not hold itself out as an agent of the Client, and as such has no authority to act on behalf of the Client.

8. TERM AND TERMINATION

8.1 Unless otherwise specified in writing between the Cache and the Client, any agreement or contract between Cache and the Client for the Work (the “Agreement”) may be terminated by either party by giving not less than one months’ written notice to the other.
8.2 If either party commits a material breach of the Agreement, and the breach is not remedied (where remediable) within the period allowed by notice given by the other party in writing calling on the party in breach to effect such remedy (such period being not less than thirty (30) days), the other party may by further written notice terminate immediately any agreement between the Cache and the Client.
8.3 The Client shall have the right to terminate the Agreement by serving written notice on Cache in the event that Cache has a petition presented for its winding up, or passes a resolution for voluntary winding up otherwise than for the purposes of a bona fide amalgamation or reconstruction, or compounds with its creditors, or has a receiver or administrative receiver appointed of all or any part of its assets, or enters into any arrangements with creditors, or takes or suffers any similar action in consequence of debts. Such notice may terminate the Agreement either immediately or at the end of such period as the Client shall elect.
8.4 In the event of the termination of the Agreement by the Client under clauses 8.2 and 8.3 the Client shall only be liable to Cache in respect of fees and expenses in accordance with the terms of the Agreement for the services provided up to the effective date of termination.
8.5 On the termination of the Agreement (however arising), Cache will deliver up to the Client all documents, papers, data, equipment, materials of any sort, identity cards and keys which were furnished by the Client to Cache, or which were prepared by or on behalf of Cache for the Client in the course of providing services under the Agreement.
8.6 The obligations of the parties under clauses 5 and 6 will survive the termination of the Agreement (for whatever reason).

9. MISCELLANEOUS

9.1 Clause headings are inserted into these Terms and Conditions for convenience only, and shall not be taken into account in their interpretation.
9.2 This constitutes the entire Terms and Conditions between the parties, and any variation shall be in writing and signed by authorised signatories for both parties.
9.3 These Terms and Conditions shall be governed by English law and the English Courts shall have exclusive jurisdiction to deal with any dispute which may arise out of or in connection with them.