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    Terms and Conditions

    Definitions and Interpretation

    In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

    Business Day means a day (excluding Saturdays) on which banks generally are open for the transaction of normal banking business;

    Client means any individual or company which places an order with the Company;

    Conditions means these terms and conditions as amended from time to time in accordance with clause 16.3;

    Content Management System or CMS the system written by the Company and used in providing the Services;

    Code means the source code and object code used by the Company in providing the Project Services;

    Commencement Date means the date on which the Company issues confirmation of the Order to the Client in accordance with clause.

    2.2;

    Company means Cefar Ltd incorporated and registered in England and Wales with company number 03732076 having its registered office at c/o Cefar Ltd, Leigh House, 28-32 St. Paul’s Street, Leeds, West Yorkshire, LS1 2JT.

    Confidential Information means all confidential information disclosed to any person by the other party concerning the business or affairs of the other party including information relating to a party’s operations, processes, plans, product in-formation, know-how, designs, trade secrets, market opportunities and customers;

    Database means the application that allows for the storage and retrieval of data in relation to the Project;

    Initial Term the minimum term of this Agreement as specified in the project proposal;

    Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trade-marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

    Launch means the “go-live” date of the service to be provided in accordance with the project proposal;

    Order means the Client’s purchase order form or the Client’s written acceptance of the Company’s Project Proposal;

    Post-Launch Services means the services to be provided following the Launch;

    Project means the project to deliver the Services to the Client;

    Project Proposal means the proposal submitted to the Client by the Company detailing the work that it intends to complete, which shall include the Quotation;

    Quotation means the quotation provided by the Company to the Client detailing the fees payable by the Client in respect of the work detailed in the Project Proposal (as may be varied and agreed in writing during the provision of the Project);

    Project Services means the services to be provided by the Company to the Client as set out in the agreed Project Proposal;

    Services means the Project Services and the Post-Launch Services;

    Support and Maintenance Retainer means the agreement between the parties that the Company will provide the Support and Maintenance Services on an ongoing basis for a monthly fee;

    Support and Maintenance Services means the provision of ongoing support including issue resolution and maintenance as detailed in the Project Proposal or separate retainer proposal (as appropriate); and

    Term has the meaning given to it in clause 3 of this Agreement.

    Basis of Contract

    Any Order by the Client constitutes an offer by the Client to purchase the Services in accordance with these Conditions.

    The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order at which point, and on which date the Contract shall come into existence

    These Conditions shall apply to the provision of the Services by the Company to the Client.

    In the event of conflict between these Conditions and any other terms and conditions of the Client, the former shall prevail unless otherwise expressly agreed in writing by the Company.

    For the avoidance of doubt, the Project Proposal shall not constitute an offer and shall be valid for a period of 20 (twenty) Business Days from its date of issue.

    Following acceptance of an Order by the Company, the Client shall be entitled to cancel the Order within 24 (twenty-four) hours of receipt of that acceptance without incurring cancellation charges. After such time has expired cancellation charges may apply.

    Terms

    The Term of this Agreement shall be the Initial Term along with any subsequent months on a rolling month to month basis until it is terminated in accordance with clause 15.

    Project Proposal

    The Company shall provide the Services to the Client as agreed in the Project Proposal, subject to receipt of the payments detailed in the Project Quotation in accordance with the specified timescales.

    The Company shall use all reasonable endeavours to complete its obligations within the agreed timescales provided in the Project Proposal.

    Where the scope of the project changes, the Company will either provide documentation detailing the changes and the Company’s acceptance of those changes or it will issue a new Project Proposal, if appropriate.

    The Company reserves the right to withdraw any product or service at any time. In the event of a withdrawal under this clause 4.4, the Company will make all reasonable attempts to offer the Client other suitable products and services, either from the Company itself or another organisation.

    Acceptance

    On conclusion of the Project Services, the Client shall be required to confirm its acceptance of the output from the Project Proposal.

    The Company shall perform the acceptance tests agreed in the Project Proposal and provide the results of such acceptance tests to the Client. The Client shall respond within 3 (three) Business Days to confirm its acceptance, or other-wise, of the acceptance tests and if no response is provided the Client shall be deemed to have accepted the outcome of the acceptance tests and the outcome and deliverables of the Project Proposal.

    If any acceptance test is failed, the Company shall review this with the Client. If requested by the Client, acting reason-ably, the Supplier shall address the defect and repeat the acceptance test in which case clause 5.2 shall apply.

    Once accepted, the output and deliverables of the Project Services shall be available for Launch and any remedy of the Client shall be limited to the further provisions of this Agreement.

    Once Live

    For a period of 30 (thirty) days following the Launch the Company shall, subject to clause 6.2, use reasonable endeavours to resolve, without additional charge, any defects in the software occurring as a result of errors in the Code (the “Launch Warranty”). The Launch Warranty shall not apply in respect of functionality outside of the scope of the Project Proposal. Following expiry of the Launch Warranty, any work to repair such defects shall be chargeable at the rates contained in the Project Proposal.

    It is acknowledged that while third party software is used, the Company is constrained by the preparedness of the third-party software owner to rectify errors and provide updates of the applicable third-party software. The Company will use reasonable endeavours to resolve any errors in third-party software and any such work will be chargeable at the rates contained in the Project Proposal. For the avoidance of doubt, the Company shall not be liable as a result of its failure to resolve any bugs contained in third-party software.