1. Definitions

1.1 In these Conditions, the following words and expressions shall have the meaning set out below:

Agreement means these Conditions read in conjunction with the Specification and Letter of Engagement.

Client means the individual or business named on the Specification attached.

Navtek is a trading name of Navtek Solutions Limited (Company No: 10645605).

Project means as described by the Specification and governed by this Agreement.

Specification means the Project details in or annexed to the Letter of Engagement.

1.2 The construction, validity, and performance of these Conditions and this order shall be governed by the laws of England and Wales.

1.3 All services provided by Navtek to the Client shall be governed by these Conditions notwithstanding other terms stipulated at the point of order.

1.4 If there is any conflict between these Conditions and any other agreement made between Navtek and the Client, these Conditions shall prevail.

 

2. Projects’ Deal and Development

2.1 All specifications and conditions are drafted in the Letter of Engagement with respect to the assigned project.

2.2 Prices are stated in the Letter of Engagement provided by Navtek are valid for 30 days of the date specified in the drafted agreement. Navtek reserve the right to withdraw the terms prior to approval by the Client.

2.3 Projects will only be developed, based on the client’s specifications defined in the Letter of Engagement

2.4 Terms will not be deemed accepted until Navtek receive the Letter of Engagement and the Specification signed by the Client.

2.5 Subject to payment of the Fees and the provision of client content by the Client, Navtek agrees to design and implement the Project using reasonable endeavors and in accordance with the Specification, the Letter of Engagement, and the other provisions of this Agreement.

2.6 Navtek shall notify the Client when the Project or any agreed part is available for approval testing. The Client shall advise Navtek of any errors in that version of the Project within 7 working days of notification by e-mail. Navtek will use reasonable endeavors to correct such errors.

2.7 If the Client notifies Navtek of any amendments to the original specification, the provisions of clause 3 shall apply.

2.8 If the Client does not notify Navtek of any errors within 7 working days of the Project being available for acceptance testing, the Project will be deemed to have been completed to a satisfactory standard, and payment will be due in accordance with clause 4.

2.9 Navtek reserves the right to assign subcontractors to complete part or the whole of the Project.

 

3. Improvised Specification

3.1 Any improvisations to the Specification must be sent to Navtek by the Client in writing by e-mail. Navtek will assess the amendments required and discuss with the client an improvised Specification.

3.2 Navtek reserves the right to charge for any additional work and will provide the Client with an additional quotation as part of the improvised Specification. Navtek also reserves the right to request payment for amendments to the original Specification before continuing work.

3.3 The Client will be required to agree with the improvised Specification in writing by email before work on the amendments can commence.

3.4 If the Client does not return the signed improvised Specification to Navtek within 7 working days, the Client shall be allowed not to require such amendments and the Project shall be assumed, complete with payment due in accordance with clause 4.

 

4. Payment

4.1 The Client shall pay a deposit as requested by Navtek in the Letter of Engagement. Navtek will not commence any work on the Project until deposit monies are received by Navtek.

4.2 The balance of the price shall become due at the completion of the Project (or deemed completion in accordance with clauses 2 or 3).

4.3 All invoices must be settled within 30 days of the invoice date. Payment may be made by cash, cheque (made payable to Navtek Ltd) or bank transfer.

4.4 All prices quoted for work are subject to taxable charges at the prevailing rate.

4.5 Returned cheques will incur an additional fee of £50 per returned cheque. Navtek reserves the right to consider an account in default in the event of a returned cheque.

4.6 Payment can also be made through Navtek’s Payment gateway portal.

 

5. Outstanding Payments

5.1 Navtek reserves the right to refuse to undertake any further work for the Client if an invoice remains outstanding.

5.2 Navtek reserves the right to remove any work done for a Project from any computer systems and the internet if invoice payments are not received within 30 days of the invoice date.

5.3 If payment is not received within 30 days of the invoice date, interest will be charged at 8% above the base rate of the Bank of England and will continue to be charged on a daily basis until payment is received in full.

5.4 Navtek’s removal of Project material does not relieve the Client of its obligation to pay the due amount. Clients whose accounts are in default agree to pay Navtek Ltd’s reasonable legal expenses and third-party collection agency fees in the enforcement of these Conditions.

 

6. Client Obligations

The Client complies with the following conditions :

6.1 Navtek will not be liable for the Client’s failure to comply with any laws or taxes affecting e-commerce.

6.2 The resale or distribution of the Project in full or part is forbidden unless a prior written agreement is made between the Client and Navtek.

6.3 Navtek may include developmental credits and links within any code, designs, builds, or amends.

6.4 Navtek may include any work done for the Client within their portfolio of work.

6.5 Client has to provide any information or content required by Navtek, promptly. Failure to provide required information or content within 7 working days of request will result in payment being due for the work done in accordance with clause 4 and Navtek will not be liable for any failure to subsequently meet targeted dates for completion of any related task.

6.6 If a problem with the design or code arises which does not allow the original Specification to be met, Navtek may apply the nearest available alternative solution.

6.7 Client has to keep all passwords confidential at all times.

6.8 Clients are responsible for providing and maintaining suitable equipment telecommunications and support services to facilitate access to the Project.

6.9 If a choice of design is presented by the Client, only one solution is deemed to be given by Navtek as fulfilling the Project.

 

7. Warranties

7.1 The Client warrants that it has the authority to enter into and perform this Agreement and has not entered into any other agreement which conflicts with this Agreement or inhibits, restricts, or impairs its ability to perform its obligations under this Agreement.

7.2 The Client warrants that it has obtained and will maintain all necessary licenses, authorizations, and consents that are necessary for the Project, content, and domain name.

 

8. Copyright and Ownership

8.1 All design and development work carried out by Navtek for the client will become the property of the client on completion of the project and payment of all outstanding invoices.

8.2 Data that is gathered as a consequence of the operation of the website shall belong to and be the responsibility of the Client.

8.3 Where the Client terminates the project before completion, all work done towards the Project remains in the Ownership of Navtek.

8.4 Publication and/or release of the graphic design within the Project may not take place before cleared funds have been received by Navtek Solutions Ltd.

8.5 The Client may request, in writing, Navtek’s permission to use Project material (for which Navtek holds the copyright) in forms other than for which it was originally supplied. Navtek may, in its absolute discretion, grant this and may charge for the provision of the same.

8.6 If the client supplies material to Navtek, it is the responsibility of the client to obtain all necessary copyrights for its use and Navtek will assume this has been done. In this situation, the copyright shall be retained by the client.

8.7 Should the Client supply material to Navtek believing it to be copyright and royalty-free, which subsequently emerges to have copyright and royalty limitations, the Client agrees to permit Navtek to remove and/or replace the file at the Client’s expense to be assessed on a quantum meruit basis. In this situation, the client indemnifies Navtek from any claim which arises regarding the use of material supplied to Navtek.

8.8 The Client agrees that Navtek holds no responsibility for any amendments made by a third party before or after a design is published.

8.9 Navtek reserves the right to use any artwork or printing they produce for the purposes of promoting their services.

 

9. Agreement

9.1 The Agreement shall commence upon the date of signature on the Letter of Engagement and shall continue until receipt of invoice payment unless terminated in accordance with clause 14.

9.2 Termination shall be without prejudice to any rights acquired by the parties during the term of the contract.

 

10. Compensations

10.1 The Client agrees to keep Navtek fully indemnified on demand against any liability, damage, expense, claim or cost (including legal costs and expenses) suffered by Navtek as a result of the Client’s breach of any clause of this Agreement.

10.2 The Client agrees that Navtek is not liable for any claims, losses, costs incurred, or damages due to any failure to carry out services within a given delivery timescale.

10.3 The Client agrees that Navtek is not liable for the absence of service as a result of illness or holiday.

10.4 The Client agrees that Navtek shall not be liable for the website content, hosting, and choice of the domain name.

10.5 The Client agrees that Navtek shall not be liable for any infringement of copyright or proprietary rights, misinformation, or delivery of defective products or services.

10.6 The Client will indemnify Navtek in relation to any liability arising in respect of the matters at 10.2, 10.4, and 10.5.

 

11. Limitation of Liability

11.1 Notwithstanding anything contained in these Conditions or the Specification, Navtek’s liability to the Client in respect of the Project, in contract, tort (including negligence or breach of statutory duty), or howsoever otherwise arising, shall be limited to the price for the Project specified in the Letter of Engagement.

11.2 Notwithstanding anything contained in these Conditions or the Specification, in no circumstances shall Navtek be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof (i) for any loss of profit, business, contracts, revenues or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever.

 

12. Force Majeure

12.1 Navtek shall not be under any liability for any failure to perform any of its obligations under the order due to ‘Force Majeure’. Following notification by Navtek to the Client of such cause, Navtek shall be allowed a reasonable extension of time for the performance of its obligations.

12.2 For the purposes of this condition, ‘Force Majeure’ means fire, explosion, flood, lightning, Act of God, the act of terrorism, war, rebellion, riot, sabotage, telecommunication problems, software failure, hardware failure, third party interference, official strike or similar official labor dispute, or events or circumstances outside the reasonable control of the party affected thereby.

 

13. Confidential Terms

13.1 The Client is responsible for keeping the password and username that may be assigned on registration confidential. The Client is fully responsible for all actions and activities that take place under the Client account.

13.2 If the Client believes there has been unauthorized use of the account or suspects that confidentiality has been compromised, the Client must contact Navtek immediately.

13.3 In the event of termination or expiration of this Agreement, each party shall return or, if requested, destroy the confidential information of that party.

13.4 Each party will comply with its obligations pursuant to the Data Protection Act 1998.

13.5 Navtek and any third-party associates agree that it will not disclose any confidential information relating to the Client without the Client’s express permission.

13.6 The Client agrees that it will not disclose any confidential information relating to Navtek.

13.7 Navtek shall use the information provided by the Client: (a) to identify the Client in communication by phone, email, WhatsApp, or Skype; and (b) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.

 

14. Termination

14.1 The Client may request in writing that Navtek cancel a Project. Navtek will only accept this request for termination of work on a project that has not yet begun. If work has already begun on the Project, Navtek will invoice the Client for the work carried out.

14.2 Navtek reserves the right not to work with any Client who has a site which it deems is unlawful or inappropriate, contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offense, infringes privacy or copyright or any other questionable media at its own discretion.

14.3 Navtek reserves the right without notice to cancel, reject, refuse a sale to or work with a Client without reason for such rejection or refusal.

14.4 Navtek reserve the right to cancel the Client’s email access: (a) if Navtek receives excessive spam complaints about the Client (b) it is suspected the Client is using the email account to send spam (c) Navtek suspect the Client is using the service to send pornographic, offensive or inappropriate material (d) Invoice payment is not made in accordance with these terms.

14.5 Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, Navtek reserves the right to terminate the Project.

14.6 Navtek reserves the right to terminate a Project with the Client at any time without prior notification if it deems the Client to be in breach of these Conditions. Navtek shall be the sole arbiter in deciding what constitutes a breach. The Client shall not be entitled to refunds of any payments made to Navtek.

14.7 If the Project is terminated by either party then Navtek will be entitled to payment for work done to that date. The invoice for such work must be paid by the Client within 30 days of receipt failing which Navtek shall be entitled to payment of the full price of the Project forthwith.

 

15. Web Design and Development

15.1 The website design may be used on one domain name only. The Client is not permitted to use a design for more than one website without prior written agreement from Navtek.

15.2 Once the client received designs from Navtek, the client will have 10 days to respond and request changes. If a request or response is not received within this time period, the design shall be considered approved and Navtek shall proceed to the integration stage following receipt of any payments due. The same 10-day rule applies after each update following an amendment request.

15.3 Once the integration is complete, the client will have 10 days to respond and request further changes. If a request or response is not received within this time period, the project will be considered complete and Navtek shall proceed to the Go Live process following receipt of any payments due at this stage. The same 10-day rule applies after each update following an amendment request. If details required by Navtek to place the site on the live location have not been provided by the client at this stage, the entire code of the website will be made available to the client for download and the project will be considered delivered. The client will have a further 10 days from this point to download their copy of the code before the download links are removed.

15.4 Navtek cannot guarantee correct functionality with all browser software across all different operating systems. However, Navtek shall endeavor all websites to function with Safari, Internet Explorer, Mozilla Firefox, and Google Chrome’s latest releases.

15.5 The Client agrees that all websites will be hosted by Navtek unless otherwise agreed in the Specification.

15.6 Navtek may from time to time recommend to the Client that updates are needed to their website to comply with, but not limited to, the following: new legislations, software releases, and web standards. Navtek reserve the right to charge for these updates as additional work.

15.7 The Client agrees that no liability will be attributable to Navtek in the event of website downtime or the inability to operate the web pages or website

15.8 Should the Client supply material to Navtek believing it to be copyright and royalty-free, which subsequently emerges to have copyright and royalty limitations, the Client agrees to permit Navtek to remove and/or replace the file at the Client’s expense to be assessed on a quantum meruit basis.

 

16. Hosting, Maintenance, and Support

Any website containing creative or functional input by Navtek shall be hosted, maintained and supported by Navtek and:-

16.1 The Client agrees that Navtek is not liable for any bugs, performance issues, or failure of their code.

16.2 The Client agrees that no liability will be attributable to Navtek in the event of website downtime or the inability to operate the web pages or website.

16.3 The Client agrees that Navtek or its agents will not be liable if they fail to register such domain names as requested by the Client. Navtek and its agents will use their reasonable endeavors to ensure such registration.

16.4 Navtek will quote for any work involved in changing the website design or website code in order for it to work with updated browser software, domain name, or hosting changes.

16.5 A hosting invoice will be raised for each website 11 months after the initial commencement of the hosting. Hosting invoices will then be raised on an annual basis.

 

17. Relationship

17.1 Nothing in this Agreement shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties.

 

18. Entire Agreement

18.1 Each party agrees that this Agreement sets out the entire agreement between the parties and supersedes all previous agreements.

 

19. Waiver

The failure by Navtek to enforce any of these Conditions at any time or for any period will not release or exonerate or in any way affect the liability of the Client or be a waiver of:

19.1 the right of Navtek at any time afterward to enforce each and every clause of these Conditions; or

19.2 any penalty attached to their performance.

 

20. Agreement Severance

20.1 If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void, or unenforceable, the provision shall, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this agreement.

 

21. Time

21.1 Throughout the Project, time shall not be of the essence, except where it is expressly stated to apply.

 

22. Third Party Rights

22.1 Pursuant to s 1(2)(a) of the Contracts (Rights of Third Parties) Act 1999 the parties intend that no term of this agreement may be enforced by any person who is not a party to this agreement.

 

23. Assignment

23.1 This Agreement shall be binding upon the parties and their respective successors and permitted assignees, and references to a party in this agreement shall include its successors and permitted assignees.

 

24. Governing Law

24.1 This Agreement shall be governed by and interpreted in accordance with English law and the English courts shall have jurisdiction to resolve any disputes between the parties.