This agreement is made between us, Flame Concepts Ltd, and you, the client, named on the quote or order duly accepted by your authorised representative.
Any training can be delivered on site in person with your nominated representative(s) or online; these will be mentioned specifically in the quote/order if required and any subsequent visits will be charged at a minimum of 55p per mile and £75 per hour or £280 per half day, whichever is the greater (all costs plus VAT at the standard rate)
You understand and agree that the person agreeing to the quote or order (be they the directors of a limited company or partners of a partnership) will be personally liable for any commitments made but not fully met by themselves or their organisations, especially if these organisations cease trading and monies remain owing to us, and this takes effect even if you are a corporate entity (company limited by shares or guarantee or Limited liability partnership). This clause excludes government organisations.
Any reference to a particular law or statute is a reference to it as it is in force for the time being and includes all changes to that law in the future.
Words in the singular include the plural and in the plural include the singular. A reference to one gender includes a reference to the other gender. Condition headings do not affect the interpretation of these conditions. Clause headings shall not affect the interpretation of this agreement.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
A reference to any party shall include that party's personal representatives, successors or permitted assigns.
A reference to writing or written includes letters, faxes, e-mail or any other electronic means.
This agreement applies to the supply of all products and services by Flame Concepts Limited, unless we otherwise agree in writing. By commencing any project or service provision with us you are agreeing to these terms and to the exclusion of all others. Where an outline specification for any development or delivery of products, services or web or software developement, we will proceed with that work on that basis. Should any variation to the original outline be requested, this will impact on the timeline for delivery. Any variation to the original specification will be charged at the full rate outlined in the quote which will be a minimum of £80ph and due upon completion of each element of work which may be staged over periods of time during the project life.
All quotes for work are valid for thirty (30) days, after which time all proposed work will be re-quoted. We take no responsibility for a re-quoted price differing from an original quote.
Final Agreement to proceed with work
The Final Agreement can be separate to the quote, or may be in addition to it depending upon the scale of the project, and may include such agreements as project agreement, service level agreements or any other agreement as agreed to by both parties including variations proposed and agreed to on email communications. Unless otherwise stated, email confirmation accepting the quote will be treated as a Final Agreement to proceed with the work.
The Quote and/or Final Agreement will include the specification as agreed by you, which you are asked to check carefully and agree or advise us to amend and correct, before confirming the order/agreement.
All Quotes/Final Agreements are valid for thirty (30) days, after which time if it hasn’t been signed by you, all proposed work will have to be re-quoted. We take no responsibility for a re-quoted price differing from the original Final Agreement.
Any material supplied by you should be provided in digital format and as 'final' copy (unless agreed otherwise). Alterations or revisions to correct errors in supplied material may attract additional charges that we shall explain to you in advance.
Any material supplied to us is assumed by us as being copyright cleared.
We may charge additional fees in the event of delays caused by you, including failure to provide us with such information, materials, instructions, media or approvals, as are reasonably required for the supply of the works, appropriately and/or on time.
We also reserve the right to make additional charges in the event of changes to the cost of labour, materials, services and other conditions outside of our reasonable control, or if you require the supply of additional or varied works, goods and services in addition from those described in the Quote/Final Agreement to which these terms apply.
We may increase the price for the designs if any information provided by you results in additional work required to be done by us.
We may terminate this agreement or the provision of any service with immediate effect if any payment due to us has not been paid by the due date for that payment, unless otherwise agreed by us.
We may terminate this agreement if you don’t provide us with any information, authorisation, permission or assistance which we require from you or that you need to obtain, within 21 days of us requesting it, in order to enable us to complete the work.
Acceptance or rejection of design works
You will inspect the website, system set up, email or app design works regularly and shall inform us immediately if you wish to reject any part of the works because they do not comply with the Quote/Order/Final Agreement or are defective based on an ordinary objective basis. If the works do not comply with the Final Agreement based on an ordinary objective basis our liability shall be limited to correcting such defects within a reasonable time.
You will only be entitled to reject the design/develop Works because they don’t comply with the Final Agreement taking into account any variation requests during the project . Rejection without good reason shall be deemed a breach of these terms.
Variation of works
If you require any change or alteration to the works stated in the Quote/Final Agreement, it will be agreed between us and completed and charged at the agreed rate or at least £80ph. Variation requests will be considered as ordered for development/delivery of works from verbal, email and written requests. You will be liable for full payment of these works and for the subsequent delay in delivery of the planned works. We will do our best to keep any potential impact to the original timeline to a minimum however, where variations will impact on other planned works, we can not always guarantee an immediate allocation of time to complete any variation. We will keep you informed of the estimated delivery.
When instructions or advice are given or received orally by us, we shall have no liability to you for any misunderstanding or misrepresentation, which may arise in relation thereto except in relation to fraudulent misrepresentations. We shall have no liability to you in respect of the materials or any impact to your business as a result of any delays incurred in delivery due to any variation of the original scope.
We reserve the right to mention this project by name in our own publicity & marketing material.
Jobs or services on hold or Cancelled
Where you instruct us to undertake any service, you will be responsible for our costs in providing that service whether or not it proceeds to its conclusion.
Jobs put on hold by you during production, where production is beyond the initial payment value and/or time, will be invoiced at current stage and materials. We may, at our discretion, invoice for the fees in full. This invoice must be paid in full together with any VAT that falls due accordingly.
You may not cancel your order of the works or otherwise terminate this agreement (except for material breach by us of a fundamental term of this agreement) at any time without full payment of the all the fees.
Use of third party contractors
We may occasionally employ a specialist Third Party Contractor to carry out some or all of any work which you instruct us to carry out for you. We shall pay the charges of Third Party Contractors on your behalf and recharge them to you with our own fees. We select our partners and recommended suppliers with care and chose them based on them sharing our vision and drive for customer care and delivery. We will always take all reasonable care in selecting and instructing a Third Party Contractor and where a service falls below our expectations, we will work to find a suitable alternative.
We agree to grant applicable copyright within our work on receipt of final payment outstanding. Some of our systems use open source code released under GPL (General Public Licence), copyright in this is cannot be 'owned' or sold. We don't sell these systems to you, we configure them for you. Please ask if you require specific details of licenses.
Any material supplied is assumed by us as being copyright cleared. You accept that you have exclusive copyright ownership in any material supplied to us. If this proves not to be the case you will indemnify us in full for any loss suffered as a result.
We may include the statement “Designed by Flame Concepts Ltd”, together with appropriate copyright notices, on the Design(s) and/or Website.
Payment terms for web, app or development work
When we are in receipt of a Quote/Final Agreement complete with a non-refundable payment of 50% of the total value of works, we will commence work. No works will be entered into until such notification and payment has been received. We may, under certain circumstances, agree alternative payment terms; these will be agreed in advance and documented in the Quote/Final Agreement.
On completion of the agreed work as outlined in the Final Agreement, unless previously agreed in writing (by email, fax or letter) and signed by us, you will pay us the monies owed, without deduction, within 7 days of the date of invoice.
We are entitled to charge interest on late payment at the rate of 10% above the Bank Of England’s base rate then prevailing. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after court judgment. You shall pay the interest together with the overdue amount.
We shall also be entitled to charge a one-off administration payment of £25 or 5% of the invoice value; whichever is the greater, on any overdue payment. Any additional reasonable costs incurred in the collection of such overdue payments will also be payable by you in full. These may include our debt collection and/or legal costs.
All amounts due under this agreement shall be paid in full without any deduction or withholding other than as required by law. You shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part.
Where we create or provide services or website design as part of any package such that elements of the package (which may be provided on either a 'inclusive' or 'pay as you go' option as part of that package), including but not excluisvely limited to web design and hosting, you will be liable to pay the full cost of the development of the website/service at the market rate should the service/package be altered or changed during a period of at least 36 months from commencement of the agreement.
Websites or services created for clients that are part of packages where the website is not paid for are not owned by you at any point. If a website is developed and you wish to take the site over at the end of a term, payment for the development must be made in full along with any transfer/administration fees and costs prior to any transfer taking place. Stopping any payments or cancelling a contract will cancel the website/service.
The agreement between us will be concluded in the English language and our relationship with you will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.
We reserve the right not to print or publish any matter deemed illegal, libellous or offensive, or which may be an infringement of the proprietary or other rights of any third party. This agreement indemnifies us in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed or on a website designed for you. The indemnity shall extend to any amounts paid on legal advice in settlement of any claim.
We accept no liability whatsoever for consequential or third party losses, resulting in a delay in delivery howsoever caused. By signing this agreement you agree that the price payable reflects this element (which otherwise would necessitate a higher price payable) and that accordingly you are advised to obtain appropriate insurance to cover your own risks in this matter.
We accept no liability whatsoever for financial loss or loss of earnings arising from products or services provided by us. Again you are advised to obtain your own insurance in this matter.
We accept no responsibility if we are unable to carry out any provision of the contract for any reason beyond our control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency you may, by written notice to ourselves, elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
We shall not be liable for any loss to you arising from delay in transit caused by circumstances beyond our reasonable control. Our maximum liability to you in any event is limited to the price paid for the Products and/or Services as detailed in our quote.
If you cease to pay your debts in the ordinary course of business or prove unable to pay your debts as they become due or, being, a company, is deemed to be unable to pay its debts, or has a winding-up petition issued against it or, being a person, commits an act of bankruptcy or has a bankruptcy petition issued against it, we, without prejudice to other remedies, shall:
(i) have the right not to proceed further with the contract or any other work for you and be entitled to charge for work already carried out (whether completed or not) and materials purchased for you, such charge to be an immediate debt due to it, and
(ii) be able to terminate this agreement with immediate effect, and
(iii) in respect of all unpaid debts due from the you, have a general lien on all goods and property in our possession (whether worked on or not) and shall be entitled on the expiration of 14 days' notice to dispose of such goods or property in such manner and at such price as we think fit and to apply the proceeds towards such debts, and
(iv) be able to secure your indebtedness to us to all or any of your assets as a secured creditor (for which you shall be obliged to cooperate with us in full and for which you shall execute such reasonable documentation as we may reasonably demand failing which we shall be able to execute on your behalf and at your cost all and any such documentation that secures the debt you owe us), and
(v) be indemnified fully of all debts owed by you to us jointly and severally including without limit by: you, your parent company, subsidiary, executive directors and officers of your organisation personally and partners of your partnership or LLP partnership personally.
We agree keep your confidential information confidential, including all administration areas of websites. All such data recorded by a website will be secure, and all information will be treated as confidential in accordance with the Data Protection Act 1998.
Our office hours are 9am - 5.00pm, Monday to Friday. Telephone calls received out of hours will be diverted to our answering machine and dealt with on the next working day.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
At its own expense each party shall and shall use all reasonable endeavours to procure that any necessary third party shall promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this agreement, and the validity and enforceability of the other provisions of this agreement shall not be affected.
Any notice or other communication required to be given under this agreement shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, or by email or any other electronic means to each party required to receive the notice or communication at its address as set out below:
You: The (email) address we have used in our quotation and/or Final Agreement to you.
Us: Our Cockermouth office (email) address or as otherwise specified by the relevant party by notice in writing to each other party.
Any notice or other communication shall be deemed to have been duly received:
i. if delivered personally, when left at the address and for the contact referred to in this clause; or
ii. if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or
iii. if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.
A person who is not a party to this agreement shall not have any rights under or in connection with it.
Hosting charges for websites are payable annually via standing order and are listed in the quote given. Monthly payment options are also available.
Hosting is payable direct to Flame Concepts by standing order. To terminate the hosting package, you must provide us with 60 days written notice prior to the anniversary of the 12 month hosting otherwise it is automatically renewed and is liable for a futher 12 months.
We’ll deliver an agreed number of branded templates for you to use complete with unlimited access to the e-newsletter system. We will provide you with online support and guidance to help make the most of the software. We will delivery your template usually within 10 working days. Once delivered, our standard terms apply as outlined above in connection to variations and subsequent charges.
To create you your branded templates, we will require your logo, banner image in jpg format along with your company colours with hash-tag format colours. We will require your company details as you want to be known by your customers and your facebook page name.
The images need to be royalty free and must not infringe on any copyright registrations.
When your email database exceeds the subscriber limit on an email marketing campaign the cost per month will automatically increase to a higher level. Monthly email marketing payments must be made by standing order. You may send an unlimited number of email marketing campaigns per month.
We’ll provide the coding and domain keys to allow for the e-newsletter system to send campaigns on your behalf; you will need to forward these to your website administrator to update your domain records and to include the subscriber form into your website. If your website administrator charges for this, any costs associated with this are yours.
The Online Booking system
We will provide you with a username and password to access the system and will help provide online support to set up the booking forms.
We will integrate your Stripe, SagePay, Worldpay or PayPal account into the system to allow for direct payments by customers to you.
We will provide the necessary coding to allow for the branded experience by your customers.
We do not exclude liability for death or personal injury which results from the negligence of Flame Concepts, its employees, agents or sub-contractors.
Flame Concepts does not exclude liability in respect of direct physical damage to the Purchaser's tangible property caused by the negligence of Flame Concepts, its employees, agents or Sub-contractors.
Flame Concepts shall not under any circumstances be liable for the following loss or damage howsoever caused:-
a) economic loss including loss of profits, business, revenue, goodwill and anticipated savings whether sustained by the Purchaser or any other person.
b) indirect or consequential loss.
c) any claim against the Purchaser by a third party.
d) loss caused by the loss or distortion of the Purchaser's data.
Cancelation of services As we are providing you with a minimum of an annual agreement, cancelation of the agreement needs to be at a minimum of 4 months prior to the anniversary of the contract renewal. Any cancelation received before the end of the 8th month of the contract year, will terminate the agreement at the end of the 12th month. No notice is deemed to continue the contract for a further term matching the original signed which will be for no less than 12 months but usually 36, 48 or 60. Fees on the existing terms from the original agreement , if agreed within the quote/contract, may be charged at a newer higher rate for the second and subsequent term of agreement (including any annual rises).
Provision of Event Support Teams We can provide you with on-site support teams for the scanning and validation of advanced tickets, cash/gate control and/or supervising staff. When confirmed, staff and resourses will be allocated to your event dates. Cancelation or amendments within 6 weeks of the event date will be subject to charge.
Websites and email marketing templates - In the unlikely event you wish to move provider, we will work with you to ensure a smooth transition but this does not include the transfer of the existing sites to a provider of your choice. The website content remains your copyright but the templates on which they are built are used by Flame Concepts for its customers only.
Terms and conditions of ticketing/booking solution - the Phoenix System
1. SERVICES PROVIDED UNDER THIS CONTRACT
Flame Concepts will provide an online ticket purchase system, the Phoenix ® system, to enable the public to purchase, online, tickets offered for sale on the your or the events own website. Flame Concepts Ltd is not responsible for the insertion of the HTML code into the Client’s website and this must be completed by the Client/Client’s web designer unless we are providing the website services in conjunction with the ticketing/booking.
The Client owns and maintains all their company information and prices on the Phoenix ® system and sets all their prices to be used.
Flame Concepts has no obligation to achieve a minimum number of ticket sales.
Flame Concepts will provide initial set-up and initial training service in relation to Flame Concepts's online system which shall include training of identified Client’s nominated individuals in the use of the system. Flame Concepts will provide the Client’s nominated individuals with passwords allowing access to Flame Concepts’s online system unless we provide a supported solution.
The Client will be solely responsible for the administration of the gate entry for online tickets unless agreed that we shall provide the required support. Any additional support required from Flame Concepts Ltd will be the agreed as required and will form an addendum to this agreement and payable at agreed rates.
2. COSTS AND PAYMENTS
The initial setup fee is to cover set-up costs, the creation of your branded basket page and staff training. The ability to use clients own payment gateway is available, where no existing payment processing is available provision of our Sagepay, WorldPay or PayPal secure payment gateway will be used. These payment processing options will determine the final charges which we will agree with you at the start of us working with you.
Flame Concepts shall pay the Client via BACS into the Client’s nominated bank account, the value of all online tickets purchased and paid for through the Phoenix system less all Flame Concepts charges, which include all credit card charges plus VAT at standard rate. Should any refunds be required, monies will be requested from you which must be paid within 24hours of request. Should you cancel the event, any monies paid for ticket sales, if using the Flame Concepts' solution, will need to be re-paid to Flame Concepts via BACS within 24 hours.
If the Phoenix system is linked to your own payment gateway, Flame Concepts shall invoice the client at the agreed rates. Payment is due within the terms outlined in our quotation via BACS. Late payments may incur charges or restrictions to the use of the system, closure of your sales or even termination of this agreement.
Refunds will be managed as agreed and may be subject to additional administration charges.
3. CONTRACT DURATION AND TERMINATION
This Agreement shall come into effect on the Commencement Date and shall continue in force for the minimum period of 12, 36, 48 or 60 months, depending upon the package chosen and payment terms of any services we deliver for you.
Either party may terminate this Agreement immediately at any time by giving written notice 120 days prior to the date of termination. For the purposes of this clause, written notice is deemed to be accepted via email to the agreed business contact (firstname.lastname@example.org). Flame Concepts Ltd may not terminate this Agreement without reasonable cause or there has been a major breach of this Agreement. However, if the tickets for a specific event have gone on sale in the Phoenix system the Client cannot terminate this agreement until after the specific event has taken place. Flame Concepts reserves the right to cancel/vary the agreement/contract with immediate effect or 28 days notice and vary any provision of the services that are required to be varied for technical or critical business reasons or if provision of our services is compromised, abused or where a situation arrises where a break down of trust between Flame and the client.
4. GENERAL CONTRACT TERMS AND CONDITIONS
The Client acknowledges that Flame Concepts's rights to the Intellectual Property and Flame Concepts's business and the goodwill connected with that are Flame Concepts's property. The Client agrees that it is only permitted to use the Intellectual Property for the purposes of and during the term of this Agreement, and shall not use any trademarks, trade names or get-up which resemble Flame Concepts's trademarks, trade names or get-up and which would therefore be likely to confuse or mislead the public or any section of the public.
You agree that Flame Concepts will not be liable for breach of any of its obligations hereunder if it has not first been notified of the particular breach by the Client and afforded a reasonable opportunity to rectify it; or for any indirect, contingent or consequential loss (of business or profit) damage or injury to the Client however arising and it is agreed that except as aforesaid all conditions and warranties whether statutory or implied or otherwise are hereby excluded; or for the death or personal injury of any person visiting the Client’s events (save where such death or personal injury is caused by Flame Concepts’s own negligence) or for any deficiency in the quality of the Client’s event and the Client shall indemnify Flame Concepts against all liabilities actions proceedings costs claims judgments losses penalties expenses and demands whatsoever arising there from. The Client agrees that Flame Concepts will not be held liable for any and all liability, damages, costs, and expenses, including, but not limited to, legal fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, arising from or related to the operation and utilisation of the Phoenix system by the Client.
Data obtained by Flame Concepts from the sale of tickets specifically for the event will be shared with the event organiser. Flame Concepts will use this data to process the sale but undertakes to ensure no data from the system is used either by any third party for any activities outside those set out in this Agreement.
Flame Concepts is not liable for any liabilities arising from any refusal by the Client to accept any valid tickets purchased from Flame Concepts’s website.
Flame Concepts Ltd has no liability for any third party links to external websites included on their websites and has no control over the reliability or the content of these websites. Inclusion of an external link is not an endorsement. Whilst Flame Concepts endeavour to ensure that the Site will be available 24 hours a day. Flame Concepts Ltd will not be liable if for any reason the Site is unavailable at any time. This agreement and any dispute or claim arising out of or in accordance with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). Any general ticket refunds will be processed, by Flame Concepts, in line with the Client’s cancellation and refunds policy and subject to administration charges. The Client needs to advise Flame Concepts what their normal refund policy is e.g. full ticket price refunded to the customer or they want to approve all refunds. The Flame Concepts customer support team would agree this with you as part of their introduction to you of how they work/support you. We process all general customer refunds through the system, and our secure payment gateway directly back onto their card. As it is refunded back onto their card Flame Concepts incurs a charge from the credit card provider for this refund.
Online system: The recommended system requirements to ensure smooth running and efficient and secure use and redemptions of the tickets/passes/memberships sold via Phoenix is a Mac or PC, laptop with 1 GB RAM, Windows 7 (or later) operating system with a broadband wired connection via a network connection running at 100MBPS or internet connection running at a minimum 1 MBPS rate or similar with a 1D and 2D barcode scanner programmed to scan QR Code format (some scanners will do this automatically, if not the code can be found in the scanner manual) . It is not recommended to use a dial-up internet connection and slower machines as the functionality of the system will be affected.
Offline system We can offer scanning via a live/off-line solution. We also can help provide live connectivity regardless of your event location so please talk to us about your needs.
Flame Concepts are not responsible for any issues which arise from the incorrect or partial use of the Phoenix system or the Client’s decision not to scan tickets/passes/memberships presented by a customer, to obtain validation from either the online or offline system.
6. OTHER SERVICES AND SUPPLIERS
We carefully select external providers and business partners to help bring you the total solution. This may include printing, wristbands for access and RFID access control and booking cancelation insurance.
The booking insurance will be an agreement between your business and Booking Protect. In the event you are using a central gateway, we will, by default, provide the customers with booking refund insurance.
If you sign an agreement with Booking Protect, we will link our ticketing/booking system to their system.
In either case we do not and are not the insurer. Booking Protect are registered and regulated and any claims by customers are made direct with Booking Protect. You will be responsible for payments to them for sales in line with their terms.
The Customer will not, without the other party's prior written consent, during the Term or for a period of 6 months after the end of the Term, directly or indirectly, either for himself or for any other person, firm or company:
(a) solicit the business of any person, firm, company or otherwise who is or was a client, customer, supplier, sub-contractor or agent of the Provider; or
(b) engage, employ or otherwise solicit for employment any employee or contractor of the Provider involved in the performance of this Agreement.