Our Terms

Jellifish will provide all Services in accordance with the Service Levels, the Functional Specification and other provisions of this Agreement and in compliance with best industry standards and all applicable laws, enactments, orders, regulations, and other similar instruments.

1. Intellectual Property
Any proof(s) including demonstrations or pitches sent to the client, remain the sole property of Jellifish, and cannot be used in any other way than to review the content. Proofs are strictly the copyright of Jellifish. Any attempts to reproduce the content of these by the client, or a third party is in breach of the copyright, and will result in action being taken against them.

All artwork and, design undertaken by Jellifish are subject to their own payment terms/schedule. All payments must be made in full for the work to be made available to the client and for the ownership to pass to the client. Jellifish retain ownership and copyright of all work until the full payment has been made. Clients (unless otherwise stated) are paying for a final design or product, so unused Proofs shall remain the property of Jellifish unless specifically paid for. Intellectual Property of systems, programs (including software programs), formulae, component lists, operating and training manuals in relation to software, source code to software, databases, instructions, manuals, brochures, catalogues, process descriptions, know-how, data, diagrams, charts, results, reports, information, methodologies, ideas, concepts, models, prototypes, plans, specifications and studies will remain the property of Jellifish unless ownership has been specifically transferred in writing.

2. Payment / Terms
Jellifish will not undertake any Project on behalf of the client over the value of £250 (inc vat) until an agreement/brief/sign-off sheet has been signed by an authorised member of both parties and the initial payment processed. Jellifish reserve the right to issue specific payments terms/schedule on a project by project basis and typically request a project commencement fee of 50%.

Jellifish and the client must work together to complete the project in a timely manner, and work together to complete the project no later than the stated time period in the sign-off document. This is provided the client has submitted all necessary materials and information to complete the project. All paid fees are non-refundable unless in special circumstances and is at the discretion of Jellifish. Jellifish reserves the right to demand full payment for development work that has been completed and for ‘pay as you go’ support time.

Deadlines are set as a project objective. Jellifish are not liable for any costs due to the delay in delivery and the client must request any changes to the project plan and/or payment schedule in writing. Such changes will be reviewed and accepted at the discretion of the Managing Director of Jellifish.

Any domain names purchased on behalf of the client, where payment has been received by Jellifish for these, will be owned by and registered to the client.

For any printed materials, the full cost must be paid for prior to production. No work will be carried out unless it has been paid for.

Payment of all invoices are due upon receipt. Unless otherwise stated.

2.1 Ad Hoc Support.
For clients using the ‘Pay As You Go’ service – Jellifish website development and support team fees will be incurred for the time used this will include all means of communication (telephone, email and post) and will be charged at minimum 15 minute intervals. For the current rates please refer to your Account Manager or request confirmation in writing to accounts@jellifish.co.uk. Please note these rates are subject to change and attract VAT at 17.5% (as at 01.01.10).

3. Payment Methods.
Jellifish accepts payment by BACS (preferred), cheque, and bank transfer please check with the issued invoice or accounts@jellifish.co.uk for the Jellifish bank details.

4. Overdue Payments.
Late payment interest charges are applied to overdue invoices. Jellifish may refer the debt to an External Debt Collection Agent or if necessary initiate legal proceedings.

5. Account Authorisation.
Any project work undertaken by Jellifish will require confirmation from the client. This confirmation can be sent in writing or by email. Approval/authorisation sent by email is a legally binding contract. During any project there are stages in the process that will require confirmation, such as the signing off of a visual layout design. Without such confirmation no further steps will be taken. These steps are in place for suitable communication between and for the the protection of both Jellifish and the client.

Clients should appoint an individual with adequate authorisation (decision maker with purchasing authority) as a point of contact during the course of a project. Once ‘sign off’ has been received at any stage in a project, any additional changes/amends requested will incur additional costs for which Jellifish will quote separately.

6. Limitation of Liability.
Liability for all claims arising out of or in connection with this Agreement and/or the provision of (or any delay in the providing or failure to provide) the Services howsoever caused or arising, shall not exceed £75,000 for any claim or series of claims in any year of the Agreement

6.1 Jellifish may sub-contract the performance of all or any of its obligations herein to ensure project continuity.

6.2 Ecommerce.
The client agrees that they are solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend Jellifish and its subcontractors from any claim, suit, penalty, tax or tariff arising from the client's exercise of Internet electronic commerce.

7. Cancellation/Termination Policy.
The client can cancel the project with no charge prior to the initial sign-off and deposit. Either party may, by notice in writing to the other, terminate this agreement forthwith if the other shall:

Commit any serious or persistent breach of its obligations hereunder and (in the case of a breach capable of remedy) fails within not more than thirty days of receiving written notice so to do, to remedy the same;

7.1 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 makes an order to that effect;
7.2 make any voluntary arrangement with its creditors or become subject to an administration order;
7.3 suffer the appointment of a receiver (whether administrative or otherwise) over the whole or any part of its assets and undertaking;
7.4 suffer any distrait upon its goods or permit the entry of any judgment against it which is not satisfied or appealed within 30 days;
or
7.5 cease to carry on its business; or
7.6 not wish to pursue further commercial dealings with the other party.

8. Jellifish Marketing.
Jellifish retains the right to display any client projects in their portfolios, on their website, or on promotional materials, for the purpose of advertising and marketing our products and services both online and offline. All work carried out by Jellifish remains the property of Jellifish until full payment has been made. Upon payment the copyright is passed to the client. In the case where projects contain any sensitive or confidential information, Jellifish will ask the permission of the client to display the content of a finished project. No content containing such information will be used for any promotional activity by Jellifish, unless such permission is obtained.

9. Force Majeure.
Neither party shall be liable for failure to perform its obligations hereunder due to force majeure which for the purposes hereof shall include, inter alia, fires, floods, storms, acts of God, riots, industrial action (other than action taken by either party’s own workforce), wars, civil disturbances, Governmental control, restriction or prohibition whether local or national or any other causes whatsoever beyond the reasonable control of either party.

10. Legal Notice.
Jellifish does not warrant that the functions contained in the project will be uninterrupted or error-free. The entire risk as to the quality and performance of the project is with the client. In no event will Jellifish be liable to the client or any third party for any damages, including, but not limited to service interruptions caused by Acts of God or any other circumstances beyond their control, any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the Project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or site visitor's computer or Internet software, even if Jellifish has been advised of the possibility of such damages.

11. Severability.
If any provision of these terms shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of These Terms is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed written, construed, and enforced as so limited.

12. Waiver of Contractual Right.
The failure of either party to enforce any provision of These Terms shall not be construed as a waiver of limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.

13. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.