Last updated: Friday, 3rd December 2021

Definitions

  1. ’Agreement’ means the Project Proposal, Terms and Conditions and any other attached documents.
  2. ’Project’ means the scope and purpose of the Client’s identified usage of the work product as described in the Project Proposal.
  3. ’Services’ means all services and the work product to be provided to the Client by Peroosh Ltd as described and otherwise further defined in the Project Proposal.
  4. ’Final Deliverables’ means the final versions of Deliverables provided by Peroosh Ltd and accepted by the Client.
  5. ’Deliverables’ means the services and work product specified in the Project Proposal to be delivered by Peroosh Ltd to the Client.
  6. ’Client Content’ means all materials, writing, images or other creative content provided by the Client used in preparing or creating the Deliverables.
  7. ’Third Party Materials’ means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
  8. ’Peroosh Ltd Tools’ means all web development tools developed and/or used by Peroosh Ltd in performing the Services, including pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

Peroosh Ltd Services

Peroosh Ltd shall perform the Services listed in the Project Proposal according to the agreed schedule.

Proposal

The terms of this Agreement expire 28 days after being submitted to the Client. If this Agreement expires, Peroosh Ltd may modify the Agreement and resubmit it to the Client.

Compensation

Fees: The Client agrees to pay Peroosh Ltd the fees listed in the Project Proposal, including all applicable taxes.

Expenses:The Client will pay Peroosh Ltd expenses, including but not limited to:

  • Incidental and out-of-pocket expenses at cost plus Peroosh Ltd’s standard markup of 1.5 percent;
  • Milage reimbursement, other than normal commuting, at £2.00 per mile;
  • Travel expenses, other than normal commuting, but including airfare and rental vehicles, with the Clients approval.

Additional Costs:Pricing in the Project Proposal includes only Peroosh Ltd fees. Any other costs, such as hosting, art licensing or photography, will be billed directly to the Client unless otherwise agreed.

Hosting Final Deliverables: Peroosh Ltd will host the Final Deliverables on the Peroosh Ltd webspace.

Late Payment

Late Fee: A monthly service fee of 1.5%, or the maximum allowed by law, is payable on all overdue balances.

Crediting Late Payments: Payments will be credited to late payments first, then to unpaid balances.

Collection Expenses: the Client shall pay all collection or legal fees caused by late payments.

Withholding Delivery: Peroosh Ltd may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.

Withholding License: All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.

Changes to Project Scope

Change Request: If the Client wants to change the Scope of Work after acceptance of this Agreement, the Client shall send Peroosh Ltd a written Change Order describing the requested changes in detail. Within 3 days of receiving a Change Order, Peroosh Ltd will respond with a statement proposing availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Peroosh Ltd will evaluate each Change Order at its standard rate and charges.

Major Change: If the Client requests are at or near 10% of the time required to produce Deliverables, or the value of the Scope of Services, Peroosh Ltd shall be entitled to submit a new and separate Proposal to the Client for written approval. Peroosh Ltd shall not begin work on the revised services until a fully revised proposal and any additional fees have been agreed.

Minor Change: If the Client requests are not Major Changes, the Client will be billed on a time and materials basis at an hourly rate of £45.00 per hour. Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified. Peroosh Ltd may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes.

Acceptance/Rejection: the Client will have 3 days to respond in writing accepting or rejecting the new proposal. If the Client rejects the proposal, Peroosh Ltd will not be obligated to perform any services beyond those in the original Agreement.

Delays

Peroosh Ltd Delays: Peroosh Ltd shall use all reasonable efforts to meet the delivery schedule. Peroosh Ltd may extend the due date for any Deliverable by giving written notice to the Client. The total of all extensions shall not exceed 28 days.

Client Delays: the Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by the Client will result in a day-for-day extension of the due date for all Deliverables.

General Delays: Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labour disputes, riots, acts of war, terrorism and epidemics.

Evaluation and Acceptance

Testing: Peroosh Ltd will test and correct Deliverables using commercially reasonable efforts before providing Deliverables to the Client.

Approval Periods: the Client shall, within 5 business days after receiving each Deliverable, notify Peroosh Ltd in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Peroosh Ltd shall, within 5 business days of receiving the Client’s notification, correct and submit a revised Deliverable to the Client. the Client shall, within 3 business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after 3 corrections by Peroosh Ltd, the Client finds the Deliverables are not acceptable, the Client may terminate this agreement subject to the termination clauses of this Agreement. If the Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.

Client Responsibilities

The Client acknowledges that it is responsible for performing the following in a reasonable and timely manner:

  • Provide the Client Content in a form suitable for use in the Deliverables without further preparation by Peroosh Ltd, unless otherwise specified in the Project Proposal;
  • Proofread all Deliverables. The Client may be charged for correcting errors after the acceptance of any Deliverable;
  • Make decisions regarding other parties.

Accreditation and Promotion

Accreditation: Peroosh Ltd shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Peroosh Ltd in the Deliverables on each page of the Final Deliverables.

Promotion: Peroosh Ltd retains the right to reproduce, publish and display the Deliverables in Peroosh Ltd’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.

Promotional Approval: Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.

Confidential Information

The Client’s "Confidential Information" includes information that Peroosh Ltd should reasonably believe to be confidential. Peroosh Ltd’s "Confidential Information" includes the source code of any Peroosh Ltd Tools. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.

Relationship of the Parties

Independent Contractor: Peroosh Ltd is an independent contractor. Peroosh Ltd shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee/employer relationship is intended or created by this Agreement. Neither party is authorised to act as agent or bind the other party except as expressly stated in this Agreement. Peroosh Ltd and the work product or Deliverables prepared by Peroosh Ltd shall not be deemed a work for hire as defined under Copyright Law. All rights granted to the Client are contractual in nature and are expressly defined by this Agreement.

Design Agents: Peroosh Ltd shall be allowed to use third parties as independent contractors in connection with the Services ("Design Agents"). Peroosh Ltd shall remain fully responsible for Design Agents’ compliance with this Agreement.

No Exclusivity: This Agreement does not create an exclusive relationship between the parties. the Client is free to engage others to perform services of the same or similar nature to those provided by Peroosh Ltd, and Peroosh Ltd shall be entitled to offer and provide design services to others, solicit other organisations, including competitors of the Client, and otherwise advertise the services offered by Peroosh Ltd.

Representations and Warranties

By the Client: the Client represents and warrants to Peroosh Ltd that:

  • To the best of the Client’s knowledge, use of the Client Content does not infringe the rights of any third party;
  • The Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials;
  • The Client will obtain all necessary and appropriate rights and licenses to grant license to Peroosh Ltd to use Third Party Materials.

By Peroosh Ltd:Peroosh Ltd represents and warrants to the Client that:

  • Peroosh Ltd will provide the Services identified in the Agreement in a professional and workmanlike manner;
  • Peroosh Ltd shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Peroosh Ltd Tools, sufficient for Peroosh Ltd to grant the intellectual property rights provided in this Agreement;
  • To the best of Peroosh Ltd’s knowledge, the Deliverables will not violate the rights of any third parties;
  • If the Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Peroosh Ltd shall be void.

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, Peroosh Ltd MAKES NO WARRANTIES WHATSOEVER. Peroosh Ltd EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.

Indemnification and Liability

By the Client: the Client shall indemnify Peroosh Ltd from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of the Client’s responsibilities or obligations, representations or warranties under this Agreement. Peroosh Ltd shall promptly notify the Client in writing of any third party claim or suit. the Client shall have the right to fully control the defence and any settlement of such claim or suit.

By Developer: In the case of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Peroosh Ltd may at its own expense, replace any infringing content with non-infringing content.

Limitation of Liability: The Services and the Work Product of Peroosh Ltd are sold "As Is". In all circumstances, the maximum liability of Peroosh Ltd, its directors, officers, employees, design agents and affiliates ("Peroosh Ltd Parties"), to the Client for damages for any and all causes whatsoever, and the Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Peroosh Ltd. In no event shall Peroosh Ltd be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of relating to the materials or the services provided by Peroosh Ltd, even if Peroosh Ltd has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

Term and Termination

Term: This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.

Termination for Cause: Either party may terminate this agreement at any time, on 30 days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 30 day period.

Termination for Insolvency: Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.

Termination by Mutual Agreement: This agreement may be terminated by the mutual agreement of the parties.

Termination for Convenience: Either party may terminate this agreement at any time and for any reason on 30 days prior written notice to the other party. If the Client terminates the Agreement under this section, Peroosh Ltd shall, at the Client’s reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.

Termination Fees: In the event of termination, the Client shall pay Peroosh Ltd for the Services performed through the date of termination in the amount of a prorated portion of the fees due. the Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.

Intellectual Property: If the Client terminates and on full payment of compensation, Peroosh Ltd grants the Client right and title as provided by this Agreement with respect to those Deliverables provided and accepted by the Client as of the date of termination.

Confidential Information: On expiration or termination of this Agreement:

  • each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and;
  • all rights and obligations regarding Confidential Information shall survive.

Rights to Final Art

License: Peroosh Ltd grants to the Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to the Client are for use of the Final Deliverables in its original form only. the Client may not change, create derivative works or extract portions of the Final Deliverables.

Liquidation for unlicensed use: Additional use of any Deliverables by the Client outside the scope of the license granted above requires additional fees. Peroosh Ltd shall be entitled to further compensation equal to 50% of the total original Project fee unless otherwise agreed in writing by both parties. In the event of non-payment, Peroosh Ltd shall be entitled to pursue all remedies under law and equity.

Rights to Deliverables other than Final Art

Client Content:Client Content is the exclusive property of the Client. The Client grants Peroosh Ltd a non-exclusive, non-transferable license to use, reproduce, modify, display and publish Client Content solely in connection with Peroosh Ltd’s performance of the Services and limited promotional uses of the Deliverables as authorised in this Agreement.

Preliminary Works: Peroosh Ltd retains all rights in and to all Preliminary Works. The Client shall return all Preliminary Works to Peroosh Ltd within 30 days of completion of the Services.

Peroosh Ltd Tools: All Peroosh Ltd Tools are and shall remain the exclusive property of Peroosh Ltd. Peroosh Ltd grants the Client a non-exclusive, non-transferable, perpetual, worldwide license to use the Peroosh Ltd Administration System solely to the extent necessary with the Final Deliverables for the Project.

Support Services

Warranty Period: During the first 12 months following delivery of this Project Proposal, Peroosh Ltd shall Support Services at no additional cost to the Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at Peroosh Ltd’s standard rate of £45.00 per hour.

Call-off Support: Our call-off support can be bought in advance in blocks of time (minimum 1 hour) at £45.00 per hour. The amount of call-off support can be topped-up or adjusted at any time.

No Enhancements: The services in the Warranty Period and the Maintenance Period do not include enhancements to the Project or other services outside the scope of the Proposal.

Enhancements

Following the delivery of this Project Proposal, the Client may request that Peroosh Ltd develop enhancements to the Deliverables. Peroosh Ltd shall exercise commercially reasonable efforts to prioritise Peroosh Ltd’s resources to create such enhancements. the Client understands Peroosh Ltd may have pre-existing obligations that may delay requested enhancements. Peroosh Ltd shall provide any enhancements shall be provided on a time and materials basis at Peroosh Ltd’s standard rate.

Alterations: Alteration of any Deliverable is prohibited without the express permission of Peroosh Ltd. Peroosh Ltd will be given the first opportunity to make the required alterations. Unauthorised alterations shall constitute additional use and will be billed accordingly.

Dispute Resolution

Negotiation: Parties agree to attempt to resolve any dispute by negotiation between the parties.

Arbitration/Mediation: If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.

Litigation: In all other circumstances, the parties specifically consent to the courts located in Scotland. The parties waive any jurisdictional or venue defences available to them and further consent to service of process by mail.

Legal Fees: The prevailing party shall be entitled to recover its legal fees and costs in any dispute resolved by binding arbitration or litigation.

General

Modification/Waiver: Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

Notices: All notices under this Agreement shall be given in writing either by:

  • Fax or Email, with return confirmation of receipt;
  • Certified or Registered mail, with return receipt requested.

Notice will be effective when received, or in the case of email or fax, on confirmation of receipt.

No Assignment: Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party.

Governing Law: This Agreement shall be governed by the laws of Scotland.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.

Headings: Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect.

Complete Agreement: This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.

About Us

Building on a combined 40 years experience in website design and build, for companies of all sizes, including banks and supermarkets, Peroosh has been designed to scale to meet the online needs of any client.

Our business model has been refined to suit clients with smaller budgets, by allowing them to maintain a high-impact online presence for a low monthly cost.

Contact Us

Peroosh Ltd

1 Tobermory Drive
Western Brae
Kilmarnock
KA3 1PB
Scotland
United Kingdom

+44 (0)7890 489529
info@peroosh.com