Framework Agreement

1. Interpretation

1.1 The following definitions apply in this Agreement:- 

“Acceptance” means the acceptance or deemed acceptance of the Deliverables by the Customer in accordance with clause 4. 

“Acceptance Tests” means any applicable tests to be carried out on any Deliverables as more particularly described in the Service Confirmation Form. 

“Additional Element” means additional pages or features that Chester Solutions will add to any relevant Website as part of the Services in accordance with the Additional Element Specification. 

“Additional Element Specification” means the specification for any Additional Elements set out in the Service Confirmation Form. 

“Agreement” means this agreement, which together with the Service Confirmation Form govern the contract between the Parties for the provision of the Services. 

“App Store” means an online or remote-accessed location where the Mobile Applications will be made available for downloading. 

“Brand Guidelines” means the Customer’s guidelines for the use of the Customer Materials and the Customer’s brand and Trademarks provided to Chester Solutions from time to time. 

“Business Day” means any day from Monday to Friday (inclusive) which is not a statutory or public holiday in England. 

“Campaign” means a marketing campaign provided by Chester Solutions as part of their marketing services more particularly described in the Service Confirmation Form. 

“Change Control Procedures” means the procedures set out in Clause 22. 

“Chester Solutions” means Chester Solutions Limited a company registered in England and Wales under number 07858944 whose registered office is at 26 School Lane, Guilden Sutton, Chester, CH3 7ET, United Kingdom. 

“Concept” means the designs, plans, samples, drawings, descriptions and specification for Design Work prepared by Chester Solutions as part of the Services. 

“Customer” means the person, business, firm or company who contracts with Chester Solutions for the provision of the Services.

“Customer Materials” means any text, content, picture, logo, software, information, material or copy which is either supplied by the Customer to Chester Solutions for incorporation within the Deliverables, or which is uploaded to the Website by the Customer or any third party to the Website, or which is supplied Chester Solutions to enable them to provide the Services. 

“Defect” means an error in any Mobile Application (Current) that causes it to fail to operate substantially in accordance with the technical specification in the Service Confirmation Form, but excluding all Non-Supplier Defects. 

“Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

“Deliverables” means all documents, products and materials developed by Chester Solutions or its agents, contractors and employees as part of the Services in any form or media, including but not limited to end deliverables such as SEO Pages, Products, Software, Websites, Design Work and Campaigns and process deliverables such as Concepts, data, specifications, strategy plans and reports (including drafts). 

“Design Work” means a piece of design work, including but not limited to graphic designs, pictures, copy, text, images and logos, created as a result of the Services and provided as part of the Deliverables as more particularly described in the Service Confirmation Form. 

“Effective Date” means the date on which the contract between the Parties commences. This will be the date set out in the Service Confirmation Form. 

“Electronic Signature” means ticking the check box and entering the name and job title of the individual in the signature box of the Service Confirmation Form and submitting the form by clicking on the “Submit” button. 

“Existing Faults” means a fault or error on any relevant Website which was present before this Agreement was entered into which was not included on the list of Repairs set out in the Project Plan. 

“Fees” means Chester Solutions' fees for the Services as agreed between the Parties and set out in the Service Confirmation Form together with any other additional charges as may be agreed between the Parties from time to time. 

“Generic Items” means all standard generic parts of the Deliverables including, without limitation, all software, tools, processes, designs and other materials existing prior to the commencement of the Services. 

“Intellectual Property Rights” means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off. 

“Invoice” means a list of goods or services supplied with an account of all costs. An invoice may be raised from one Party to the other.

“Key Information” means information about any relevant Website including its design and code which is relevant for the provision of the Services. 

“Mobile Application” means any mobile application commissioned by the Customer as specified in the Service Confirmation Form developed for operation on the Operating System. 

“Mobile Application (Current)” means any mobile application and any New Releases and any New Versions taken and paid for in accordance with clause 11. 

“Mobile Device” means the mobile phones, smartphones, tablets, PDAs, computers and other equipment on which any Mobile Application will operate, as specified in the Service Confirmation Form. 

“Monthly Pre-Approved Work Limit” means the value of work incidental to the Services that Chester Solutions is authorised to provide to the Customer without the Customer’s prior express approval and for which payment will be made by the Customer to Chester Solutions in accordance with clause 12. 

“New Release” means a new release of all or any part of the software suitable for use in any Mobile Application in which previously identified faults have been remedied or to which any modification, enhancement, revision or update has been made, or to which a further function or functions have been added. 

“New Version” means a new version of any Mobile Application released by Chester Solutions after Acceptance which provides additional or improved functionality or performance. 

“Non-Supplier Defect” means a defect which is caused by an act or omission of the Customer, or by one of the Customer’s sub-contractors or agents for which Chester Solutions has no responsibility. 

“Payment Terms” means the terms for payment, set out in the Invoice and the Service Confirmation Form. 

“Phase” means the distinct stages of work necessary for the completion of the Project. These phases are more particularly identified in the Project Plan. 

“Produced Design” means the Concept that is chosen by the Customer to be produced and incorporated within the Deliverables. 

“Products” means the printed Products as detailed in the product type and product specification sections of the Service Confirmation Form which may include but is not limited to letterheads, compliment slips, office stationery, leaflets, flyers, posters, billboards, brochures, booklets, business cards and other printable products. 

“Project” means the provision by Chester Solutions of the Services or Products to the Customer in accordance with this Agreement and the Service Confirmation Form. 

“Project Manager” means the contact within the Customer’s business appointed and authorised by the Customer to liaise with Chester Solutions about the Project in accordance with clause 10. 

“Project Plan” means the scope of the Project and the timetable within which Chester Solutions will implement the Project as set out in the Service Confirmation Form. 

“Repairs” means any change or amendment made to any Website which is intended to repair or fix an existing problem with any Website which is identified in the Project Plan. 

“SEO Pages” means the web pages developed by Chester Solutions in accordance with the Services more particularly described in the Service Confirmation Form containing content, links, tagging, and other search engine optimisation techniques in order to increase the ranking and prominence of a Website in the result pages of search engines. 

“Server” means a computer server administered by Chester Solutions. 

“Services” means the services to be provided by Chester Solutions to the Customer in relation to a particular Project described in the Service Confirmation Form. 

“Service Confirmation Form” means the contractual document which together with this Agreement sets out the contract between the Parties. 

“Software” means any software to be developed by Chester Solutions for the Customer under this Agreement and in accordance with the Services Confirmation Form, in whatever form including but not limited to mobile applications. 

“Third Party Permission” means permission for Chester Solutions to carry out work to any Website from any third party website developer who previously carried out work to the Website. 

“Third Party Software” means any third party software or other products used a part of the Services as set out in the Service Confirmation Form. 

“Traffic Threshold” means the minimum percentage increase in internet traffic directed to a Website as a result of the Services, as set out in the Service Confirmation Form. 

“UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

“Visitor” means any visitor to a Website. 

“Website” means any website whether new, or existing (the Customer’s existing website, the URL for which is set out in the Service Confirmation Form) or part of a website to be developed by Chester Solutions pursuant to this Agreement and under a Service Confirmation Form, being a compilation of one or more pages combining text, data, sound, images or other material which is designed to be accessible over the Internet at a domain name address and which is more particularly described in the Service Confirmation Form. 

“Website Hosting” means website hosting services which may either be provided by Chester Solutions or a third party for consecutive periods of 1 year.

“Website Software” means the software for a Website commissioned by the Customer as specified in the Service Confirmation Form. 

“Working Hours” means 9.00 to 17.00, Monday to Friday UK local time excluding statutory holidays in England and Wales. 

1.2 A reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment of it, and includes any subordinate legislation for the time being in force made under it. 

1.3 Words in the singular include the plural and in the plural include the singular. 

1.4 A reference to one gender includes a reference to the other gender. 

1.5 Condition headings do not affect the interpretation of these conditions. 

1.6 References to “Party” shall mean the Customer or Chester Solutions and “Parties” shall refer to both the Customer and Chester Solutions; 

1.7 A reference to writing or related expressions includes a reference to email and comparable means of communication. 

1.8 Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done. 

1.9 The Customer and Chester Solutions can vary this Agreement by recording the change in the notes section of the Service Confirmation Form. In the event and to the extent only of any conflict between this Agreement and the Service Confirmation Form, the Service Confirmation Form will prevail. 

1.10 References to including and include(s) mean respectively including without limitation and include(s) without limitation. 

1.11 References to content include any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a Visitor to that website. 

2. This Agreement and Service Confirmation Form

2.1 Chester Solutions shall supply and the Customer shall purchase the Services subject to this Agreement and the relevant Service Confirmation Form to the exclusion of any other terms.

2.2 No variation of this Agreement or Service Confirmation Form shall be binding unless approved in writing by a director of Chester Solutions. 

2.3 Subject to a variation of this Agreement or Service Confirmation Form pursuant to clause 2.2 and clause 30, this Agreement and the relevant Service Confirmation Form embodies the entire understanding of the Parties and overrides any prior promises, undertakings or representations.

2.4 Any error or omission in any sales literature, quotation, price list, invoice, specification or other document or information issued by Chester Solutions is subject to correction without liability to Chester Solutions.

2.5 The Customer may request in writing the provision of Services from Chester Solutions for a particular Project, the request to set out: 

2.5.1 the scope of the Project; 

2.5.2 any requirements and specifications for the Services which the Customer is requesting from Chester Solutions; 

2.5.3 any relevant timescales, key dates or deadlines; 

2.5.4 details of any Customer Materials that will be provided; 

2.5.5 a full explanation of the concept for any Deliverables; and 

2.5.6 any Brand Guidelines that will apply to the Project. 

2.6 Within 20 Business Days of receipt of a written request from the Customer, Chester Solutions shall either: 

2.6.1 notify the Customer that it is not able to provide the requested Services; or 

2.6.2 complete a draft Service Confirmation Form and shall submit the draft Service Confirmation Form to the Customer via a link to an online form for Electronic Signature. Should the Customer wish to amend the draft Service Confirmation Form they are to email or call Chester Solutions with their instructions. A further draft Service Confirmation Form may then be sent to the Customer for their approval. 

2.7 A Service Confirmation Form shall only enter into force, be legally binding or have any other effect when: 

2.7.1 the Service Confirmation Form has been accepted by way of an Electronic Signature by the authorised representatives of both Parties to it; and 

2.7.2 as at the date the Service Confirmation Form is signed, this Agreement has not been terminated. 

2.8 Each Service Confirmation Form: 

2.8.1 shall be entered into by the Customer and Chester Solutions; 

2.8.2 forms a separate contract between its signatories; 

2.8.3 shall incorporate this Agreement, unless otherwise stated in the relevant Service Confirmation Form; and

2.8.4 may contain a Monthly Pre-Approved Work Limit. 

2.9 If the Parties do not agree the draft Service Confirmation Form in writing pursuant to clause 2.6 within 30 Business Days, then the draft Service Confirmation Form shall be treated as immediately withdrawn and Chester Solutions shall have no liability to the Customer, howsoever arising for such withdrawal. 

3. Customer Responsibilities

3.1 The Customer acknowledges that Chester Solutions’ ability to provide the Services is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide), as well as the accuracy and completeness of the specifications set out in the Project Plan, any Key Information and data the Customer provides to Chester Solutions.

3.2 Accordingly, the Customer shall: 

3.2.1 provide Chester Solutions with access to, and use of, all information, data and documentation reasonably required by Chester Solutions for the performance by Chester Solutions of its obligations under this Agreement and relevant Service Confirmation Form; and 

3.2.2 deal with instructions promptly when requested. If the Customer fails to respond to a request made by Chester Solutions within 30 days of that request and/or unreasonably delays completion of one or more of the phases of the timetables set out in the Project Plan, Chester Solutions shall be entitled to Invoice the Customer for the next payment instalment due regardless of whether the phase has been completed. 

4. Delivery and Acceptance of Services and Deliverables

4.1 Chester Solutions will complete the design and development of the Software and Website in accordance with the Phases set out in the Project Plan. Once each relevant Phase of the Project is complete Chester Solutions shall run the Acceptance Tests set out in the Service Confirmation Form which will test compliance of the Software and/or Website with the specifications set out in the Project Plan.

4.2 Acceptance of the Software and/or Website shall be deemed to have taken place upon the occurrence of any of the following events: 

4.2.1 the Software and/or Website has passed all relevant Acceptance Tests. Chester Solutions shall notify the Customer when the tests have been passed and provide the results of the Acceptance Tests to the Customer in writing; 

4.2.2 the Customer uses any part of the Software and/or Website for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or 

4.2.3 the Customer unreasonably delays the start of the relevant Acceptance Tests or any retests for a period of seven Business Days from the date on which Chester Solutions is ready to commence running such Acceptance Tests or retests.

4.3 If any failure to pass the Acceptance Tests results from a defect which is caused by an Existing Fault or an act or omission of the Customer, or by one of the Customer’s sub-contractors or agents for whom Chester Solutions has no responsibility (“Non-Supplier Defect”), the Software and/or Website shall be deemed to have passed the Acceptance Tests. 

4.4 Chester Solutions may provide assistance reasonably requested by the Customer in remedying any Non-Supplier Defect or Existing Fault by supplying additional services or products. The Customer shall pay Chester Solutions’ additional Fees for such services and products. 

5. SEO Pages

5.1 The Customer acknowledges and agrees that Chester Solutions does not guarantee first position or consistent top ten positions for any particular keyword, phrase or search term as it is solely at the discretion of the search engines themselves to list a Website.

5.2 The Customer acknowledges that Chester Solutions has no control over the policies of search engines with respect to the type of websites that they accept or the way in which websites are ranked either now or in the future. As a result search engines may: 

5.2.1 stop accepting submissions from Chester Solutions for an indefinite period of time with or without notice; or 

5.2.2 cease to list a Website at its discretion, however should a Website not reappear within thirty (30) days on the world wide web/search engine then Chester Solutions will re-optimise the applicable Website based on the current policies of the relevant search engine at a cost to be agreed between the Parties, 

and Chester Solutions shall not be liable to the Customer for any such actions of search engines. 

5.3 Chester Solutions shall not be responsible for changes made to any Website by other parties or the Customer choosing to link to or obtain a link from a particular website without prior consultation with Chester Solutions that adversely affect the search engine rankings of the Website. 

5.4 If at any time during the provision of the Services Chester Solutions fails to ensure that internet traffic to a Website is above the Traffic Threshold, which is not due to the circumstances set out in clauses 5.2 and 5.3 (Period of Underperformance) then Chester Solutions will continue to provide the Services to the Customer at the reduced rate as set out in the Service Confirmation Form for the Period of Underperformance. 

6. Email Marketing Services

6.1 Chester Solutions will provide the Services using such skill and care as may reasonably be expected from a company experienced in the provision of services of the type, scope and complexity of the Services.

6.2 Chester Solutions uses third parties to host the application servers for the provision of the Services. Chester Solutions will use its reasonable endeavours to ensure that any such third party undertakes to provide its Services to standards regarding confidentiality and data protection that are no less equal to those contained in this Agreement.

6.3 Chester Solutions does not warrant that the Services will be uninterrupted, error, bug or virus free or that the delivery of emails will be without delay. Chester Solutions will use all reasonable endeavours to maintain an uninterrupted service during Working Hours. 

6.4 Chester Solutions cannot guarantee the delivery of emails to any recipient under the Services as it is dependent upon accurate and up to date email addresses, upon suitable internet availability and connectivity, on various anti-spam and junk mail policies adopted by recipient email service providers as well as restrictions regarding the content, wording and graphics of an email. 

6.5 Chester Solutions will use reasonable endeavours to assist the Customer with methods to maximise the delivery rate of emails, however Chester Solutions makes no representations or warranties whatsoever about the speed or number of emails sent that will be delivered to recipients. Chester Solutions accepts no responsibility or liability to the Customer for any direct or indirect loss or damage that may arise under clause 6.3 and clause 6.4. 

6.6 Where the Site contains links to other sites and resources provided by third parties, these links are provided for the Client's information only. Chester Solutions has no control over the availability or content of such other sites or resources, and accepts no responsibility or liability for them or for any loss or damage that may arise from the Client's use of third party sites or Materials. 

7. Completion and Delivery

7.1 The completion date and/or delivery date of the Products and/or Services shall be agreed between the Parties and set out in the Service Confirmation Form.

7.2 If the date for delivery, stated in the Service Confirmation Form, is delayed as a result of an Event Outside Our Control pursuant to clause 23 or as a result of a third party, Chester Solutions shall not be liable for any such delay. 

7.3 On completion of the Project the responsibility and risk in the Products and Design Work (if applicable) shall pass to the Customer: 

7.3.1 if delivered, at the time of delivery; or 

7.3.2 if collected from Chester Solutions, at the time of collection. 

7.4 Ownership of the Products and Design Work (if applicable) shall pass once payment has been made by the Customer to Chester Solutions in full. 

7.5 Any dates quoted for delivery of the Products or the Services are approximate only, and the time of delivery is not of the essence. 

7.6 On completion of the Project, Chester Solutions will store the Products for a maximum of 1 month after which time they will be destroyed without further notice. 

7.7 All reasonable efforts will be made by Chester Solutions to deliver the correct quantity of Products ordered however some variation may occur in the printing process and the Customer understands and accepts that minor variations of the final quantity produced subject to a variance of plus or minus 5% are immaterial and in this instance no refunds or additional charges will become due. Where the shortage is greater than 5% the limit of Chester Solutions liability to the Customer is to make up the shortage within a reasonable period of time or to credit the Customer for the shortage quantity. 

8. Project Plan, Timescales and Extension of Time

8.1 Both Parties shall perform their obligations under this Agreement and Service Confirmation Form in accordance with the Project Plan. Subject to clause 8.2, Chester Solutions shall complete each Phase in accordance with the timescales set out in the Project Plan.

8.2 Chester Solutions shall be given an extension of the timetable of the Phases in the Project Plan if one of more of the following events occurs: 

8.2.1 A variation to the Deliverables is made in accordance with the change control procedures set out in clause 22; 

8.2.2 An Event Outside Our Control occurs as described in clause 23; or 

8.2.3 A delay is caused in whole or in part by an action or omission of the Customer or its employees, agents or third-party contractors. 

8.3 Chester Solutions and the Project Manager shall use all reasonable commercial endeavours to agree in writing, signed by both Parties, what extension of time is reasonable in the circumstances. The Project Plan shall be deemed amended accordingly. 

9. Third Party Software

9.1 All Third Party Software shall be supplied in accordance with the relevant licensor’s standard terms. The Customer is deemed to have accepted and be bound by the relevant licensor’s standard terms. The Customer shall indemnify Chester Solutions against all damages, losses and expenses arising as a result of any action or claim that the Customer has breached the relevant licensor’s standard terms.

9.2 The Fee charged by Chester Solutions is inclusive of any licence fee for Third Party Software set out in the Project Plan, but only at the rate quoted at the Effective Date for the third party licence fee. The Customer shall be liable for any third party licence fee above this rate. The Fee is exclusive of any additional third party costs which may be incurred on the Customer’s behalf from time to time. 

9.3 Chester Solutions will inform the Customer of the purpose and cost of any additional third party costs in advance and, providing the Customer approves the cost, will let them know when any payments should be made.

10. Project Management

10.1 The Customer shall appoint a Project Manager who shall be authorised to make decisions about the Project on behalf of the Customer. The Project Manager shall be responsible for liaising with Chester Solutions about the Services, the Project Plan and any applicable timescales.

10.2 The contact details for the Customer’s Project Manager are set out in the Service Confirmation Form. If the Customer wishes to change the named Project Manager they must give Chester Solutions at least 5 Business Days written notice of the change. 

11. Support Services

11.1 Chester Solutions shall supply the Customer with New Releases in machine-readable form. Chester Solutions may make such New Releases available for downloading over the internet and will promptly notify the Customer by email when such downloads are available.

11.2 Chester Solutions shall notify the Customer promptly in writing of the issue of any New Version, specifying the following: 

11.2.1 The charge for delivery and installation of the New Version; 

11.2.2 The licence fee payable for the New Version; and 

11.2.3 In what way the New Version differs from the previous version in terms of functionality, performance and compatibility. 

11.3 Chester Solutions shall use reasonable endeavours to correct Defects notified to it by the Customer in a timely manner appropriate to the seriousness of the circumstances in accordance with the following procedure: 

11.3.1 The Customer shall promptly notify Chester Solutions of all Defects. Where such notification is made orally, the Customer shall provide written confirmation (which may be sent by e-mail) of the notification within two Business Days; 

11.3.2 Within four Business Hours of such notification, Chester Solutions shall acknowledge receipt of the notification and shall determine, in consultation with the Customer, the seriousness of the Defect and the timescale for repair. 

11.3.3 Chester Solutions shall start work on correcting the Defect as soon as its workload allows and shall use commercially reasonable efforts to correct the Defect. 

12. Fees and Payment

12.1 Chester Solutions shall issue an Invoice for the Fees for the Services agreed between the parties in accordance with the Payment Terms set out in the Service Confirmation Form.

12.2 All Fees are exclusive of VAT which shall be paid at the current applicable rate if requested.

12.3 The Customer shall pay to Chester Solutions the Fees set out in such Invoice by the 14th day of the date of the Invoice (“Due Date”). 

12.4 If the Customer fails to pay any of the Fees within 28 days of the date of the invoice, then Chester Solutions shall be entitled to interest on the overdue amount. The Customer shall pay interest on the overdue amount at the rate of 5% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the Due Date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 

12.5 All Fees are to be paid to Chester Solutions via bank transfer. In limited circumstances Chester Solutions may agree to accept payment of Fees via PayPal, or another third party payment option to be agreed between the parties only. However all and any fees associated with such payment options will be payable by the Customer. For the avoidance of doubt cheques will not be accepted. 

13. Warranties

13.1 Each of the Parties warrants to the other that it has full power and authority to enter into and perform the obligations under this Agreement and the Service Confirmation Form.

13.2 The Customer warrants that they have authority to instruct Chester Solutions to make any amendments or modifications to the Deliverables in accordance with this Agreement and relevant Service Confirmation Form. If any Third Party Permissions are required before Chester Solutions can begin work, the Customer warrants that they have obtained these. The Customer shall indemnify Chester Solutions against all damages, losses and expenses arising as a result of any action or claim by a third party for breach of any previous website development terms and conditions. 

13.3 Chester Solutions shall perform the Services with reasonable care and skill. 

13.4 Chester Solutions warrants that the parts of any Website developed, amended, repaired or added as part of the Services will perform substantially in accordance with the specifications set out in the Project Plan for a period of: 

13.4.1 three months from Acceptance for Customers who have not purchased Website Hosting services from Chester Solutions; or 

13.4.2 twelve months from Acceptance for Customers who have purchased Website Hosting services from Chester Solutions. 

13.5 If the parts of any relevant Website developed, amended, repaired or added as part of the Services do not perform in accordance with clause 13.4 above, Chester Solutions shall, for no additional charge, carry out any work necessary in order to ensure that those parts of that Website substantially comply with the specifications set out in the Project Plan.

13.6 The warranty set out in clauses 13.3 and 13.4 shall not apply to the extent that any failure of the Website to perform substantially in accordance with the specifications set out in the Project Plan is caused by an Existing Fault, any Customer Materials or any work carried out subsequently by the Customer or third parties. 

13.7 The Service Confirmation Form and this Agreement set out the full extent of Chester Solutions’ obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this Agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded. 

13.8 For the avoidance of doubt, any unauthorised modifications, use or improper installation of the Software and/or Website by or on behalf of the Customer shall render all Chester Solutions’ warranties null and void. 

14. Limitation of Remedies and Liability

14.1 Nothing in this Agreement shall operate to exclude or limit Chester Solutions’ liability for:

14.1.1 death or personal injury caused by its negligence; 

14.1.2 any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; 

14.1.3 fraud; or 

14.1.4 any other liability which cannot be excluded or limited under applicable law. 

14.2 Chester Solutions shall not be liable to the Customer for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage. 

14.3 Subject to clause 14.1, Chester Solutions’ aggregate liability in respect of claims in any calendar year arising out of or in connection with this Agreement, the Service Confirmation Form or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total Fees payable by the Customer to Chester Solutions under this Agreement in that calendar year. 

14.4 Chester Solutions makes no representation that the operation of their Server will be uninterrupted or error-free, and Chester Solutions will not be liable for the consequences of any interruptions or errors. 

14.5 Chester Solutions makes no representation that the information contained on the Website will remain confidential after access details have been provided to the Customer. 

14.6 Whilst Chester Solutions takes reasonable steps to prevent the introduction of computer viruses, it cannot guarantee that viruses will not enter the Customer’s systems through, via or as a result of Chester Solution’s systems or the provision of the Services, the Software and/or Website. Accordingly, Chester Solutions shall not have any liability whatsoever (whether for breach of contract, negligence, tort or otherwise and howsoever arising) for any such viruses where reasonable steps have been taken by or on behalf of Chester Solutions to prevent their introduction into the Customer’s systems.

15. Dispute Resolution Procedure

15.1 If a dispute arises out of or in connection with this Agreement, the Service Confirmation Form or the performance, validity or enforceability of them (‘Dispute’) then, except as expressly provided in this Agreement, the parties shall follow the dispute resolution procedure set out in this clause 15.

15.2 Either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documentation. On service of the Dispute Notice, Simon Tiplady of Chester Solutions and the Project Manager shall attempt in good faith to resolve the Dispute. 

15.3 If the people appointed in accordance with clause 15.2 are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to Simon Tiplady of Chester Solutions and a director or owner of the Customer shall attempt in good faith to resolve it. 

15.4 If the people appointed in accordance with clause 15.3 are for any reason unable to resolve the Dispute within 60 days of it being referred to them, either Party may take such further steps as it considers appropriate to resolve the Dispute, including mediation and/or the initiation of court proceedings. 

15.5 The commencement of mediation shall not prevent the Parties commencing or continuing court proceedings. 

16. Intellectual Property Rights

16.1 All Intellectual Property Rights in the Design Work and Customer Materials shall be the property of the Customer and Chester Solutions hereby assigns all such Intellectual Property Rights to the Customer. The Parties shall execute all documents necessary to give effect to this clause 16.1.

16.2 Except as expressly agreed in the Service Confirmation Form, all Intellectual Property Rights in the Deliverables and the Generic Items, but excluding the Customer Materials and Design Work, shall be the property of Chester Solutions. 

16.3 Chester Solutions hereby grants to the Customer a perpetual, non-exclusive, royalty-free, non-transferable licence (without the right to grant sub-licences) of its Intellectual Property Rights in the Deliverables and the Generic Items in so far as it is necessary to enable the Customer to operate, use, maintain and update the Deliverables, as the case may be. 

16.4 The Customer shall use the Deliverables and the Generic Items exclusively and so far as necessary for the purposes of and in the furtherance of its business and shall not sell, assign or transfer any Intellectual Property Rights granted under this Agreement to any third party without Chester Solutions’ prior consent or otherwise commercially exploit the same for profit.

16.5 Chester Solutions expressly retains all rights in, or in relation to, all Concepts that are not progressed past the initial design stages and which do not become a Produced Design together with the rights in any and all work generated or developed in the future which is based on the Concepts or an underlying work in relation to the Concepts and any other rights (whether known now, or created later, and whether or not in the contemplation of the Parties at the time of the Service Confirmation Form) for its own and/or third party exploitation. 

16.6 For the avoidance of doubt, nothing in this Agreement or in the Service Confirmation Form shall amount to the transfer of Intellectual Property Rights in any Deliverables or Generic Items or shall prevent Chester Solutions from using, in the furtherance of its normal business, website development tools, techniques and skills, data processing techniques, software programming or development techniques, ideas and know-how which existed prior to the execution of the relevant Service Confirmation Form or were gained during the performance of the Services. 

17. Intellectual Property Rights Indemnity

17.1 The Customer shall indemnify Chester Solutions against all damages, losses and expenses arising as a result of any action or claim that the Customer Materials or parts of the Deliverables that were not developed by Chester Solutions, infringe the Intellectual Property Rights of a third party.

17.2 Chester Solutions shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that parts of the Deliverables that are developed by Chester Solutions in accordance with the specifications set out in the Project Plan infringes any Intellectual Property Rights of a third party in the UK, other than infringements referred to in clause 17. 

17.3 The indemnities in this clause 17 are subject to the following conditions: 

17.3.1 the indemnified Party promptly notifies the indemnifier in writing of the claim; 

17.3.2 the indemnified Party makes no admissions or settlements without the indemnifier’s prior written consent; 

17.3.3 the indemnified Party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and 

17.3.4 the indemnified Party allows the indemnifier complete control over the litigation and settlement of any action or claim. 

17.4 The indemnities in this clause 17 may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, specifications or instructions of the indemnified Party. 

18. Customer Materials

18.1 The Customer warrants that:

18.1.1 it is the sole legal and beneficial owner of the Intellectual Property Rights in the Customer Materials or has the benefit of a sufficient licence granted by the sole legal and beneficial owner of the Intellectual Property Rights in the Customer Materials; 

18.1.2 the Customer Materials do not infringe any applicable laws, regulations or third party rights including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights; 

18.2 Chester Solutions may reject any Customer Materials which appear to Chester Solutions, acting reasonably, to be unsuitable to be incorporated into and/or used as part of a Project or in the provision of the Services or appear to breach any of the provisions at clause 18.1 (“Unsuitable Customer Materials”). 

18.3 The Customer shall replace any Unsuitable Customer Materials within 14 days of notification of the unsuitability of the Customer Materials by Chester Solutions. If the Unsuitable Customer Materials are not so replaced, Chester Solutions shall use the Unsuitable Customer Materials in the provision of the Services. 

18.4 Chester Solutions shall use reasonable endeavours to ensure good results in respect of the Services where Unsuitable Customer Materials are used. However, the Customer acknowledges and accepts that Chester Solutions shall have no liability whatsoever, whether in contract, tort, negligence or otherwise and howsoever arising, for any error, default, defect, functionality and/or imperfection in the Deliverables or Services where such defect is due wholly or in part to the provision of Unsuitable Customer Materials by the Customer. 

18.5 Any additional work required as a result of the Customer supplying Unsuitable Customer Materials shall be charged to the Customer at an amount to be agreed between the Parties and based on Chester Solution’s standard rates. 

18.6 The Customer shall indemnify Chester Solutions and keep Chester Solutions fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of whatever nature arising out of or in connection with any claim that the use by Chester Solutions or its sub-contractors of any Customer Materials infringes any applicable law or the IPRs or other rights of any third party. 

19. Website Content

19.1 During the implementation of the Project Plan Chester Solutions shall update the Website with Customer Materials provided from time to time by the Customer. The Customer shall ensure that at all times the Customer Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (“Inappropriate Content”).

19.2 If Chester Solutions is providing Website Hosting services to the Customer, Chester Solutions shall: 

19.2.1 Grant the Customer access to the Server in order to update information held on the Website; and 

19.2.2 Include only Customer Materials on the Website. 

19.3 The Customer acknowledges that Chester Solutions has no control over any content placed on the Website by Visitors and/or the Customer and Chester Solutions does not purport to monitor the content of the Website. Chester Solutions reserves the right to remove content from the Website where it reasonably suspects such content is Inappropriate Content. Chester Solutions shall notify the Customer promptly if it becomes aware of any allegation that any content on the Website may be Inappropriate Content. 

19.4 The Customer warrants that Chester Solutions will not be held liable for any content which existed on the Website prior to the Effective Date that has not been amended or changed by Chester Solutions in accordance with this Agreement. 

19.5 The Customer shall indemnify Chester Solutions against all damages, losses and expenses arising as a result of any action or claim that any content that existed or exists on the Website through Customer Materials or Visitor content or Customer Content constitutes Inappropriate Content. 

19.6 Chester Solutions may include the statement “Designed [and hosted] by Chester Solutions” on the home page of the Website in a form to be agreed. 

20. Data Protection

20.1 For the purposes of this clause, any references to “Personal Data”, “Data Subject”, “Personal Data Breach”, “Processing”, “Data Processor” and “Data Controller” shall have the meaning specified in the Data Protection Legislation.

20.2 Each party shall comply with all applicable requirements of the Data Protection Legislation that apply in relation to any Personal Data processed in connection with the contract and render any such assistance and co-operation as is reasonably necessary or reasonably requested by the other party.

20.3 When Chester Solutions processes any Personal Data collected from or about individuals on the Customer’s behalf when performing its obligations under the contract, the parties record their intention that the Customer shall be the Data Controller in respect of such Personal Data and Chester Solutions shall be the Data Processor in relation to such Personal Data and Chester Solutions agrees that it will:

20.3.1 process such Personal Data only in accordance with the Customer’s written instructions;

20.3.2 promptly notify the Customer if it receives notice of any complaint or communication which relates to the Processing of such

Personal Data or to either party’s compliance with Data Protection Laws unless legally prohibited;

20.3.3 take appropriate technical and organisational security measures against unauthorised or unlawful Processing of such Personal Data and against accidental loss of or damage to such Personal Data;

20.3.4 not engage another processor without the prior specific or general written consent of the Customer;

20.3.5 the Customer agrees that in an emergency situation where disclosure or transfer of such Personal Data is necessary to preserve the integrity of the Personal Data, Chester Solutions shall be entitled to disclose or transfer such Personal Data to a third party to the extent only as is required for such purpose. Chester Solutions shall inform the Customer of the intended disclosure or transfer, together with the identity of the third party, where possible prior to the event or where pre-notification is not possible as soon as possible after the event, in order to give the Customer the opportunity to object to such disclosure or transfer;

20.3.6 any disclosure or transfer of such Personal Data to third parties pursuant to sub-clauses 20.3.4 and 20.3.5 shall be made subject to the same data protection obligations as are contained in this clause 20.3 by way of contract or other legal act under EU or Member State law;

20.3.7 not cause or permit any Personal Data to be transferred to countries outside the European Economic Area that have not received a binding adequacy decision by the European Commission or competent national data protection authority unless subject to the terms of the EU Standard Contractual Clauses or other appropriate transfer mechanism that provides an adequate level of protection in accordance with applicable Data Protection Laws;

20.3.8 give reasonable assistance to the Customer to enable it to respond within required timescales to a request made by a Data Subject to exercise his or her rights under Data Protection Laws in relation to Personal Data processed by Chester Solutions on behalf of the Customer;

20.3.9 taking into account the nature of Chester Solutions’ Processing and the information available to Chester Solutions:

(a) provide reasonable assistance to the Customer, at the Customer’s cost in undertaking data protection impact assessments relating to the services provided by Chester Solutions; and

(b) provide reasonable assistance to the Customer, at the Customer’s cost in ensuring compliance with the Customer’s security and breach notification obligations under Data Protection Laws;

20.3.10 ensure that persons authorised on behalf of Chester Solutions and its sub-contractors to process such Personal Data are committed to contractually binding confidentiality commitments or are subject to a statutory obligation of confidentiality;

20.3.11 promptly notify the Customer if it becomes aware of any Personal Data breach that involves Personal Data processed by Chester Solutions on behalf of the Customer;

20.3.12 take all reasonable steps to address such a Personal Data breach, including, where appropriate, measures to mitigate its possible adverse effects and shall consult with the Customer in respect of such resolution or mitigation;

20.3.13 at the Customer’s option, delete or return all such Personal Data to the Customer on termination of the contract and delete existing copies except to the extent that retention of the Personal Data is required by law; and

20.3.14 make available to the Customer and its regulators all information necessary to demonstrate compliance with the obligations in this clause.

21. Term and Termination

21.1 This Agreement shall commence on the date of this Agreement and shall, unless terminated earlier in accordance with its terms or by law, continue in force until terminated by a Party to it giving the other Party not less than 3 months prior written notice.

21.2 On termination of this Agreement pursuant to clause 21.1, each Service Confirmation Form then in force at the date of such termination shall continue in full force and effect for the remainder of the term of such Service Confirmation Form (as outlined in the Service Confirmation Form), unless terminated earlier in accordance with the terms of that Service Confirmation Form. 

21.3 Either Party may terminate this Agreement immediately at any time by written notice to the other Party if: 

21.3.1 that other Party commits any material breach of its obligations under this Agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or 

21.3.2 that other Party: 

(a) ceases to trade (either in whole, or as to any part or division involved in the performance of this Agreement); or 

(b) becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that Party; or 

(c) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that Party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or 

(d) the ability of that Party’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that Party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or 

(e) any process is instituted which could lead to that Party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction). 

21.4 On termination of this Agreement by Chester Solutions pursuant to clause 21.3, all licences granted by Chester Solutions under this Agreement shall terminate immediately and any Fees owed shall immediately fall due. 

21.5 On expiry or termination of this Agreement otherwise than on termination by Chester Solutions pursuant to clause 21.3, Chester Solutions shall promptly return all Customer Materials to the Customer, and shall provide to the Customer an electronic copy of any relevant Website (including all content on the Website). Chester Solutions shall provide such assistance as is reasonably required by the Customer in transferring the hosting of any relevant Website to the Customer or another service provider, subject to the payment of Chester Solutions’ expenses reasonably incurred.

21.6 On expiry or termination of this Agreement, all provisions of this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect. 

22. Change Control

22.1 Any request to change the scope of the Services shall be processed in accordance with the Change Control Procedure set out below.

22.2 Chester Solutions and the Customer shall discuss any change to the Scope of the Services (“Change”) proposed by the other and such discussion shall result in either: 

22.2.1 a written request for a Change by the Customer; or 

22.2.2 a written recommendation for a Change by Chester Solutions. 

22.3 If neither the Customer nor Chester Solutions wishes to submit a request or recommendation, the proposal for the Change will not proceed. 

22.4 Where a written request for a Change is received from the Customer, Chester Solutions shall, unless otherwise agreed, submit a Change Control Note (CCN) to the Customer within the period agreed between them from the date of receipt of such request for a Change, or inform the Customer that Chester Solutions is not able to comply with such written request for a Change. 

22.5 A written recommendation for a Change by Chester Solutions shall be submitted as a CCN direct to the Customer at the time of such recommendation. 

22.6 Each CCN shall contain: 

22.6.1 the date of the request or recommendation for the Change; 

22.6.2 the reason for the Change; 

22.6.3 the full details of the Change, including any additional specifications; 

22.6.4 details of any additional Fees associated with the Change; 

22.6.5 a timetable for implementation, together with any proposals for Acceptance of the Change; 

22.6.6 provision for signature of the CCN by the Customer and Chester Solutions. 

22.7 For each CCN submitted, the Customer shall evaluate the CCN, and as appropriate either; 

22.7.1 request further information; 

22.7.2 approve the CCN; or 

22.7.3 notify Chester Solutions of the rejection of the CCN. 

22.8 If approved, arrange for two copies of the approved CCN to be signed for and on behalf of the Customer and Chester Solutions. The signing of the CCN shall signify acceptance of a Change by both the Customer and Chester Solutions. 

22.9 Once signed by the Customer and Chester Solutions in accordance with paragraph 22.8, the Change shall be immediately effective and the Customer and Chester Solutions shall perform their respective obligations on the basis of the agreed amendment. 

23. Events Outside Our Control

23.1 An “Event Outside Our Control” means any act or event beyond Chester Solutions’ reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

23.2 If an Event Outside Our Control takes place that affects the performance of Chester Solution’s obligations under this Agreement or Service Confirmation Form: 

23.2.1 Chester Solutions will contact the Customer as soon as reasonably possible to notify the Customer; and 

23.2.2 Chester Solution’s obligations under this Agreement or Service Confirmation Form will be suspended and the time for performance of Chester Solution’s obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Chester Solution’s completion of the Services, Chester Solutions will arrange a new delivery date with the Customer after the Event Outside Our Control is over. 

24. Confidentiality

24.1 “Confidential Information” means all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the Parties), where the information is:

24.1.1 identified as confidential at the time of disclosure; or 

24.1.2 ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure. 

24.2 Each Party shall protect the Confidential Information of the other Party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care. 

24.3 Confidential Information may be disclosed by the receiving Party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received. 

24.4 The obligations set out in this clause 24 shall not apply to Confidential Information which the receiving Party can demonstrate: 

24.4.1 is or has become publicly known other than through breach of this clause 24; or 

24.4.2 was in possession of the receiving Party prior to disclosure by the other Party; or 

24.4.3 was received by the receiving Party from an independent third party who has full right of disclosure; or 

24.4.4 was independently developed by the receiving Party; or 

24.4.5 was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the Party subject to such requirement to disclose gives the other Party prompt written notice of the requirement. 

24.5 The obligations of confidentiality in this clause 24 shall not be affected by the expiry or termination of this Agreement. 

25. Notices

25.1 All notices between the Parties about this Agreement and/or the Service Confirmation Form shall be in writing and sent by pre-paid first class post or by email.

25.2 Notices shall be deemed to have been served / received: 

25.2.1 if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or 

25.2.2 if sent by email on a Business Day prior to 5.00 p.m., at the time of transmission and otherwise on the next Business Day. 

25.3 All other communications between the Parties should be made by email or telephone. 

25.4 All notices sent to Chester Solutions should be sent to 26 School Lane, Guilden Sutton, Chester, CH3 7ET, United Kingdom or such changed address as shall be notified to the Customer by Chester Solutions or by email to info@chestersolutions.co.uk. 

25.5 All notices to the Customer should be sent to the address or email address provided by the Customer to Chester Solutions. 

25.6 To prove service, it is sufficient to prove that the notice was transmitted by e-mail to the relevant Party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

26. Publicity

All media releases, public announcements and public disclosures by either Party relating to this Agreement or its subject matter, including promotional or marketing material, shall be co-ordinated with the other Party and approved jointly by the Parties prior to release.

27. Assignment

27.1 The Customer may not assign or transfer any of its rights or obligations under this Agreement or the Service Confirmation Form without the prior written consent of Chester Solutions.

27.2 Chester Solutions may assign or transfer any of its rights or obligations under this Agreement or the Service Confirmation Form. 

28. Entire Agreement

28.1 This Agreement together with the Service Confirmation Form constitutes the entire agreement between the Parties regarding its subject matter and supersedes and replaces any and all prior agreements, understandings or arrangements between the Parties, whether oral or in writing, with respect to the same.

28.2 No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to the signing of the Service Confirmation Form except as expressly stated. 

28.3 Neither Party shall have any remedy in respect of any untrue statement made by the other upon which that Party relied in entering into the Service Confirmation Form (unless such untrue statement was made fraudulently) and that Party's only remedies shall be for breach of contract as provided in this Agreement. 

29. Third Party Rights

The Parties do not intend that any term of this Agreement or the Service Confirmation Form shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

30. Variation and Waiver

30.1 No variation of this Agreement or Service Confirmation Form shall be binding unless approved in writing by a director of Chester Solutions.

30.2 A waiver of any right under this Agreement or the Service Confirmation Form is only effective if it is in writing, and it applies only to the Party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action. 

30.3 Unless specifically provided otherwise, rights arising under this Agreement and the Service Confirmation Form are cumulative and do not exclude rights provided by law.

31. Severance

31.1 If any provision (or part of a provision) of this Agreement and the Service Confirmation Form is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

31.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties. 

32. Governing Law and Jurisdiction

32.1 This Agreement, the Service Confirmation Form and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.

32.2 The Parties irrevocably agree that the Courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement, the Service Confirmation Form or its subject matter or formation (including non-contractual disputes or claims).