Standard Terms of Contract


1.1 All documents, services and materials provided to the client named on the front page of the Project Proposal Document or Final Quotation ("the Client") by Dotcom Software Solutions Ltd. ("Dotcom") relating to the project ("the Project") are subject to the details contained in the Project Proposal Document (the "Project Proposal") or the Final Quotation (the "Quotation").

1.2 The Project Proposal or Final Quotation, together with these terms of business constitute the entire agreement between the parties relating to the Project (the “Agreement”). Any terms put forward by the Client or other terms not expressed in the Project Proposal, Final Quotation or Terms are excluded unless Dotcom agrees in writing to their incorporation in the Agreement. For the avoidance of doubt, design documents and specifications shall, once agreed with the client form part of the Project Proposal or Final Quotation. Unless a further agreement is entered, these Terms will govern any subsequent work performed by Dotcom for the Client.

1.3 Where the Terms of this Agreement conflict with the Project Proposal or Final Quotation, the former shall prevail. The placing by the Client of any written or verbal order with Dotcom shall be deemed to confirm acceptance of the terms of this Agreement unless otherwise specified.

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2.1 Dotcom will work to the Project Proposal or Final Quotation in conjunction with the instructions of the Client given through the Client's nominated project manager, whom Dotcom will support and assist to the best of its ability.

2.2 The project budget, quotation and schedule are based on all verbal and written information available to Dotcom at the time of preparation. Dotcom reserves the right to review these arrangements and make additional charges if, after the Client's acceptance of the budget, the Project is amended or altered for any reason by the Client, or as the result of any other circumstances beyond Dotcom's direct control.

2.3 Minor Changes
If the Client wishes to make a Minor Change, it must notify Dotcom. Dotcom will then assess the Minor Change, and if it will have no impact on budget or schedule Dotcom will confirm this and effect the Change.

2.4 Major Changes
If the Change will have an impact on budget or Schedule then the Client and Dotcom shall agree upon setting out the resulting revisions to the budget and/or schedule. Dotcom shall not effect a Major Change without the Customer's written agreement to proceed. The Project Proposal or Final Quotation shall be deemed to be amended to reflect any Change implemented pursuant to this clause.

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The Client agrees to provide all information and materials requested by Dotcom for the purposes of the Project in a timely manner, and acknowledges that delay may occur where it fails to do so.

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4.1 The budget has been prepared on the basis of project continuity being maintained. Project cancellation and delays requested or caused by the Client may cause additional costs, such as the need to charge for staffing or supplies and services already committed to or to maintain staff availability. Dotcom will charge for the additional costs and also reserves the right to invoice the value of the project to date. Any such charges will be on the basis of Dotcom's standard time and materials rates.

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At each development milestone set out in the Proposal and upon completion, the Client's project manager shall review the Project deliverable and accept or reject the same in writing. A Client sign-off procedure will be followed to signify that elements of the project are completed and satisfactory. It is the Clients' responsibility to ensure that their corporate requirements are properly checked="checked" and that content is accurate. Any rejection shall be based only on non-conformity with the Agreement, and shall be in writing and set out the reasons for the rejection. In the absence of Client's sign-off, acceptance at any milestone or upon completion is deemed to occur within two weeks of notification of completion of that stage by Dotcom unless Client notifies Dotcom of any non-conformity with the Agreement in that time. Dotcom will remedy any such non-conformity as soon as reasonably practicable, free of charge, if notified of it prior to acceptance.

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6.1 All rights to materials supplied to Dotcom by the Client shall remain with the Client. The Client, by providing such materials to Dotcom confirms that Dotcom has the right to use, modify, adapt and edit such materials for use in the Project and shall indemnify Dotcom against any third party claims relating to such materials.

6.2 All rights to the source code, documentation, tools, data files, algorithms, charts and graphs and other materials used in the execution and completion of the Project (other than the materials referred to in 6.1 above) shall remain with Dotcom. Dotcom grants a licence to the Client to use such items only in object form to the extent necessary to enjoy the results of the Project, provided that Dotcom receives all payments due to it.

6.3 Subject to clause 6.2, all rights in content created specifically for the Project shall vest in the Client on the date upon which final payment in cleared funds has been received from the Client. Dotcom shall on such date assign to the Client all its right title and interest in such content for the purpose of the Project as set out in the Project Proposal, subject to (a) any royalties which may be due to third parties in respect of licensed software (as set out in the Project Proposal); and (b) the prior written approval of Dotcom as to any additional use of the content beyond that agreed in the Project Proposal. Such consent shall not be unreasonably withheld, but shall be conditional upon payment to Dotcom of an appropriate payment for the additional uses.

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7.1 All rights in the physical property in the delivery items will pass to the Client once Dotcom has been paid in full for all work supplied.

7.2 Any equipment or materials supplied to the Client on a hire basis remains the property of Dotcom or its sub-contractors. Originating materials such as artwork, computer graphics, program source code, etc. will be kept by Dotcom for a limited period of time after completion of the work commissioned under this Agreement. Unless additional orders are received within 3 months Dotcom reserves the right to dispose of the originating materials unless it has specifically been agreed in writing with the Client otherwise. Dotcom reserves the right to use all or part of any programme, services or materials produced for or acquired on behalf of the Client by Dotcom for demonstrating Dotcom expertise to potential Clients, subject always to the provisions of clause 11. Unless otherwise agreed, Dotcom may publicise the fact that it has worked on the Project for the Client, and may include a credit and/or hyperlink to Dotcom's web-site if appropriate in the Project.

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8.1 Payment by the Client will always be made in compliance with the arrangements laid out in the production schedule which will be provided by Dotcom in the Project Proposal or Final Quotation. In the event of failure by the Client to meet the payment arrangements, Dotcom reserves the right (without prejudice to its other rights and remedies) temporarily to cease work on the Project with the possible resulting delay in its completion or delivery and/or terminate the Agreement and/or charge a nominal Late Payment Fee plus interest on overdue payments at the rate of 8% over the Bank of England's base rate until payment is received in full. Dotcom also reserves the right to require sums on account of future payments prior to resuming work on the Project.

8.2 All Dotcom invoices must be paid within 30 days from the date of the invoice. Invoices will be sent to the Client's nominated Project Manager, unless specified otherwise.

8.3 Stage payment invoices will be submitted as per payment schedule indicated in the Proposal Document or Final Quotation.

8.4 The project budget is quoted exclusive of expenses necessarily incurred by Dotcom in relation to the Project. Expenses incurred by Dotcom (such as, but not limited to, travel, accommodation, subsistence and courier services) will be charged as extra should they be required. Hotel expenses will be 3 star rates. Travel expenses will be charged at first class rates for train fares and economy class airfare. It is our policy to keep our Clients informed should any substantial expenses need to be incurred.

8.5 Clients should consider carefully the assumptions stated in the Proposal or Final Quotation. We do our utmost to keep our Clients informed of the cost implications of additional items and alterations or changes made to the clearly stated assumptions. Such additional costs would be billed at the time or on completion of the project.

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Dotcom warrants that any production masters (in whatever format) delivered by Dotcom will be of acceptable technical quality for replication. It warrants that, for 90 days from acceptance, the completed Project shall properly function in accordance with the Project Proposal or Final Quotation when used as intended with the specified equipment PROVIDED THAT, in the event that it does not do so, Dotcom's sole responsibility shall be to correct the defect and deliver a corrected version to the Client. Dotcom warrants that it has all rights necessary to grant the Client the rights granted in this Agreement, and agrees to indemnify the Client against any claims that the Client's use or possession in accordance with this Agreement of any item supplied by Dotcom in relation to the Project infringes the intellectual property rights of any third party. The warranties set out in these Terms are the only warranties made by the parties to each other and are in lieu of all other warranties, express or implied, or statutory, including but not limited to, implied warranties of quality and fitness for a particular purpose with respect to a party's materials.

9.4 All research, designs and recommendations in any document, letter or verbal communication are made in good faith and on the basis of the information before Dotcom at the time. Their achievement must depend among other things on the effective co-operation of the Client's staff. In consequence no statement by Dotcom or any of its employees agents or contractors in any document or letter is deemed to be in any circumstances a representation, undertaking, warranty or contractual condition unless expressly set out in this Agreement.

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10.1 Either party in its discretion may elect to terminate this Agreement if the other party commits any of the following events of default:

(i) if the other party materially fails to perform or comply with this Agreement or any provision hereof, including failure to pay any amount(s) due hereunder;

(ii) if the other party compounds or makes arrangements with its creditors or becomes insolvent or is unable to pay its debts or if any order is made or resolution passed for its liquidation, winding-up or dissolution (other than a voluntary liquidation for the purpose of amalgamation or reconstruction) or if a receiver or manager or administrative receiver or administrator is appointed over any of its assets.

10.2 Termination shall take effect thirty (30) days after written notice of termination if the defaulting party's defaults have not been cured within such thirty (30) day period. The rights and remedies provided in this Clause shall not be exclusive and are in addition to any other rights and remedies provided by law or this Agreement. If the non-defaulting party in its discretion elects not to terminate this Agreement, such election shall not be a waiver of any and all claims of that party for such default(s).

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11.1 Dotcom shall not be liable to the Client in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect, consequential or incidental loss or damage, loss of business, loss of profit, loss of goodwill, loss of anticipated savings, loss of data, business interruption or similar loss or damage.

11.2 Dotcom's liability in contract, tort (including negligence and breach of statutory duty) or otherwise by reason of or connected with this Agreement shall be limited to the total amount payable by the Client in respect of the Project.

11.3 Dotcom does not exclude liability for death or personal injury resulting from its own negligence or for fraud.

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12.1 Each party expressly undertakes to retain in confidence the terms of this Agreement, all information and know-how transmitted to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and will make no use of such information and know-how except under the terms and during the existence of this Agreement. Either party may disclose the terms of this Agreement to its outside legal and financial advisers in the ordinary course of business. Any press release or other announcement relating to this Agreement shall be subject to the prior approval of both parties (both as to timing and content). Dotcom's consultants, employees, freelance sub-contractors and associates are under contracts which protect Dotcom's clients by restricting the divulging of confidential information. They are also bound by an agreement not to seek or accept any form of employment directly with our clients, or indirectly through third parties, without our prior consent. The Client agrees that no type of employment or engagement shall be offered to any consultant, employee, freelance sub-contractor or associate, either at the time he or she is involved in a project or assignment, or within a period of one year after he or she has left Dotcom's employment, again without Dotcom's prior consent. This clause 11 survives expiry or termination of the Agreement.

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If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of the Client and Dotcom by their respective duly authorised representatives or otherwise in accordance with clause 2.4. This agreement is enforceable by the original parties to it and by their successors in title only. Any rights of any person to enforce the terms of this agreement pursuant to the Contract (Rights of Third Parties) Act 1999 are excluded.

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15.0 LAW

15.1 Any contract between Dotcom and the Client shall be subject to the Laws of Scotland and any disputes shall be subject to the exclusive jurisdiction of the Scottish Courts.

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