Standard Terms & Conditions
1. Definitions and Interpretations
1.1. "DataTherapy" is a trading name of DataTherapy Limited.
1.2. The "Customer" means any person or company accepting goods or services from DataTherapy or any of its affiliates.
1.3. "Confidential Information" means any & all information obtained by the Customer; including but not limited to Intellectual Property Rights.
1.4. "Intellectual Property Rights" means patents, trade marks, service marks, design rights (whether registered or not), applications for any of those rights, copyright (including but not limited to bespoke development), database rights, know how, trade or business names and other similar rights or obligations, whether they can be registered or not, in any country, including but not limited to, the United Kingdom.
1.5. The "Contract" means the agreement concluded between DataTherapy and the Client for the supply of Goods, including without limitation these Conditions (to the extent that they are not expressly excluded or modified), all specifications, plans, drawings and other documents which are incorporated into the agreement.
1.6. "Goods" means any product supplied by DataTherapy or any of its affiliates.
1.7. "Services" includes but is not limited to Consultancy, Database Development & IT Support provided by DataTherapy.
1.8. "Purchase Order" means the document so described by DataTherapy to purchase the Goods which makes reference to the Conditions.
1.9. "Project" constitutes a series of Services rendered by DataTherapy to the Client over a period of time.
1.10. "Quotation" means any written quote or offer to perform work, services or goods provided by DataTherapy to the Client.
2.1. These terms & conditions apply to all offers, quotations, provision of services and products by DataTherapy to any client or potential client. By accepting any product or service provided by DataTherapy you are consenting to abide by these terms & conditions. Before commencing any work we require you to return a signed copy of these terms & conditions to DataTherapy.
2.2. We will charge to the client (together with a 20% handling charge) the cost to us of all materials and services supplied to us in relation to the Project (including without limitation) the cost of the fees of outside consultants.
2.3. All consultancy, development and programming work is carried out at a client's agreed hourly rate. If no prior agreement is in place then all work will be charged at the rate of £150+VAT per hour. All other services are quoted separately.
2.4. Unless expressly agreed in writing and supported by a retainer fee, DataTherapy does not work on an exclusive basis for clients.
2.5. The Client agrees to give DataTherapy the right to full credit for design and development work conducted by it on public facing websites, databases and press releases.
2.6. Unless expressly stated at the time of offer, any Quotation or offer to provide services will expire 28 days after the Quotation or offer is provided to the client.
2.7. Unless expressly stated at the time of provision, any Contract provided to the Client which requires signature and is not fully signed within 28 days of being provided to the client will expire and DataTherapy shall not be bound to fulfil the obligations of the contract.
3. Consultancy, Support & Contracts
3.1 All work (excluding onsite work) will have a minimum charge of 1 hour, followed by a billing period of 30 minute intervals, unless otherwise agreed.
3.2 All onsite work will have a minimum callout charge of 4 hours, followed by a billing period of 30 minute intervals, unless otherwise agreed.
3.3 All consultancy & support is payable on receipt of invoice.
3.4 For annual support contracts, unused contracted hours roll-over with the following conditions:
No more than one month of contracted hours may be carried forward into any given month, unused hours past this limit will be lost.
Hours will only be carried forward if the account is not overdue.
3.5 Consultancy, support and hosting contracts run for minimum 12 month duration with a 6 month notice period for termination unless otherwise agreed.
4. Travel Time & Costs
4.1. Travel time & costs incurred whilst providing a good or service to the Customer will be charged at our hourly consultancy rate unless otherwise agreed.
4.2. No charge shall apply where the time travelled is less than 30 minutes.
5.1. Manufacturer’s warranties apply on all items. Goods which are faulty on delivery must be notified immediately and returned in their original packaging.
5.2. All goods are new unless otherwise stated. It may be necessary to open packaging prior to delivery to install components or verify contents.
5.3. Prices are current as at the date of this confirmation and are based on current pricing from suppliers. Invoice price will be dependant on the pricing applicable on the date of delivery.
5.4. All goods remain the property of DataTherapy until payment has been received and cleared in full. Responsibility for goods passes to the customer on delivery.
5.5. We cannot accept responsibility for any incompatibilities with software, peripherals, upgrades and third party add-ons which may be fitted to or installed in items supplied. It is the customer’s responsibility to ensure compatibility.
5.6. We cannot guarantee the function, compatibility or suitability of software, system software or drivers for the above items. Current system software and drivers will be supplied where appropriate.
5.7. Delivery dates for all items supplied are based on information from our suppliers. We will not under any circumstances accept responsibility for any losses of costs incurred due to late or non delivery of goods. Similarly we cannot guarantee to supply goods which become unavailable to us from our normal sources.
5.8. All goods purchased are payable in full on delivery. A deposit may be required with hardware orders.
5.9. Goods remain the property of DataTherapy until payment has been received in full.
6. Intellectual Property (Copyright)
6.1. All intellectual property including but not limited to any bespoke development remains with DataTherapy unless explicitly negotiated before commencement of work and supported by the appropriate hourly rate and written agreement.
6.2. The Client agrees that nothing in this Contract shall be taken to prevent DataTherapy from using any expertise acquired or developed during the performance of the Project in the provision of services for other clients or on its own behalf.
7. Limitation of Liability
7.1. It shall be the responsibility of the Client to take such steps as it may consider appropriate to investigate whether any work prepared, created or designed by us or our agents may infringe any rights of third parties and/or the provisions of any Act of Parliament or Treaty or any orders, statutory instruments, regulations or bye-lays made under or pursuant to such Act or Treaty or any statute or other law of any jurisdiction anywhere in the world. DataTherapy shall co-operate with the Client in regard to any investigation into any of the above matters which the Client may wish to carry out, but we reserve the right in such case to charge a further fee according to the work undertaken.
7.2. Without limiting the generality of the foregoing provisions, where the client requests that DataTherapy incorporate into the Project any name, logo, emblem or other written or pictorial matter, DataTherapy does so on the clear understanding that the Client accepts the risks that the rights of third parties may be infringed thereby or by subsequent publication or use thereof, and the client agrees to fully and effectually indemnify us and to keep us indemnified against any liability, claims, costs, losses, damages, expenses or other sums suffered, incurred or paid by us arising out of any such infringement.
7.3. It shall be the responsibility of the Client to take such steps as it may consider appropriate to determine that any work prepared, created or designed by us or our agents is fit for purpose prior to use. It shall also be the responsibility of the Client to verify the accuracy of all information contained in such work (including but not limited to website content). To the maximum extent permitted by applicable law, in no event shall DataTherapy or its suppliers be liable for any profit, indirect, special or consequential loss whatsoever arising out of the use of or inability to use the software product or the provision of or failure to provide support services, even if DataTherapy has been advised of the possibility of such damages.
7.4. Any times or dates specified for the completion of any stage of the Project or any part thereof are approximate only. DataTherapy shall not be responsible for any loss or damage whatsoever caused by reasons outside our direct control, by any services not being completed or any goods not being available within any specified period (whether or not due to any negligence of ourselves, our agents, employees or sub-contractors).
7.5. Except for liability for personal injury and for death caused by itself, its agents’ or its sub-contractors’ negligence, DataTherapy excludes all liability it may have to you for loss of profit, indirect, special or consequential loss whatsoever arising. This includes but is not limited to loss of service or data due to failure of intermediate technology.
8.1. DataTherapy agrees not to disclose any Confidential Information to any third party without the prior written consent of the Customer. To the extent that it is necessary for DataTherapy to disclose Confidential Information to its staff, agents and sub-contractors, it shall ensure that such staff, agents and sub-contractors are subject to the same obligations as the DataTherapy in respect of all Confidential Information.
8.2. Condition 7.1 shall not apply to information which:
(a) is or becomes public knowledge (otherwise than by breach of these Conditions or a breach of an obligation of confidentiality);
(b) is in the possession of the Customer, without restriction as to its disclosure, before receiving it from DataTherapy or any of its affiliates;
(c) is required by law to be disclosed;
8.3. The obligations contained in this Condition shall continue to apply after the expiry or termination of any arrangement between DataTherapy & the Customer.
9. Governing Law
9.1. The continuation, validity, interpretation and performance of all our contracts shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
10. Further Information
10.1 For further info visit http://www.datatherapy.com/ or call on +44(0)20 7700 0044.
10.2. DataTherapy is a trading name of:
Registered in England: 3010839
VAT No: GB 653 4687 11