Terms and Conditions
+ Pricing structure

Agreed Terms

Interpretation

The definitions and rules of interpretation in this clause apply in this agreement.
1. Definitions:
  
  Acceptance: the acceptance or deemed acceptance of the Site by the Client pursuant to clause 4.
  
  Acceptance Tests: the tests to be carried out on the Site as set out in clause 4 and as described in the Service Order.
  
  Charges: the charges in respect of the Services set out in the Service Order, together with any charges arising from the Change Control as set out in clause 13.
  
  Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information is:
  1. identified as confidential at the time of disclosure; or
  2. ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
  Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.
  
  Effective Date: the date stated in the Service Order or when Shotgun Front commences work under the Service Order whichever is sooner.
  
  Hosting: particulars for Hosting as set out in the Service Order.
  
  Hosting Provider: the provider set out in the Service Order.
  
  Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  
  Materials: the content provided to Shotgun Front by the Client from time to time for incorporation in the Site.
  
  Non-Shotgun Front Defects: those defects described in clause 4.4.
  
  Phase: in relation to the Project Plan, one of the key phases of work identified in the Project Plan.
  
  Project: the provision by Shotgun Front of the Services as set out in this agreement.
  
  Project Plan: the timetable within which Shotgun Front will implement the Project as set out in the Service Order.
  
  Server: a computer server administered by Shotgun Front and the Hosting Provider.
  
  Services: the design and development services and/or Hosting to be provided pursuant to this agreement as set out in the Service Order.
  
  Site: the website as set out in the Service Order.
  
  Site Software: the software for the Site commissioned by the Client as specified in the Service Order.
  
  Site Specification: the specification for the Site set out in the Service Order.
  
  Third Party Products: those third party software products set out in the Service Order.
  
  Visitor: a visitor to the Site.
2. Clause and Schedule headings do not affect the interpretation of this agreement.
3. References to clauses and Schedules are (unless otherwise provided) references to the clauses and Schedules of this agreement.
4. In the event and to the extent only of any conflict between the clauses and the Schedules, the clauses shall prevail.
5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
7. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
8. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
9. References to content include any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a Visitor to that website.
10. Writing or written includes fax and email.
Scope of the project

Shotgun Front shall:
1. design, develop and deliver the Project in three Phases in accordance with the Project Plan; and
2. provide the Services as set out in the Service Order.
Client responsibilities
1. The Client acknowledges that Shotgun Front's ability to provide the Services is dependent upon the full and timely co-operation of the Client (which the Client agrees to provide), as well as the accuracy and completeness of any information and data the Client provides to Shotgun Front. Accordingly, the Client shall:
  1. provide Shotgun Front with access to, and use of, all information, data and documentation reasonably required by Shotgun Front for the performance by Shotgun Front of its obligations under this agreement; and
2. The Client shall be responsible for the accuracy and completeness of the Materials on the Site in accordance with clause 10.
Development and acceptance of site
1. Once Shotgun Front has completed the design and development of the Site in accordance with the relevant Phase of the Project Plan, Shotgun Front shall run the Acceptance Tests. The procedure set out in this clause 4 shall be repeated in respect of any further Phase and any further development works agreed by the parties from time to time.
2. The Acceptance Tests shall test compliance of the Site with the Site Specification. The form and detail of such tests is set out in the Service Order.
3. Acceptance of the Site shall occur when the Site has passed the Acceptance Tests. Shotgun Front shall notify the Client when the tests have been passed and provide the results of the Acceptance Tests to the Client in writing.
4. If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of the Client, or by one of the Client's sub-contractors or agents for whom Shotgun Front has no responsibility (Non-Shotgun Front Defect), the Site shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Shotgun Front Defect. Shotgun Front shall provide assistance reasonably requested by the Client in remedying any Non-Shotgun Front Defect by supplying additional services or products. The Client shall pay Shotgun Front in full for all such additional services and products at Shotgun Front's then current fees and prices.
5. Acceptance of the Site shall be deemed to have taken place upon the occurrence of any of the following events:
  1. the Client uses any part of the Site for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
  2. the Client unreasonably delays the start of the relevant Acceptance Tests or any retests for a period of seven working days from the date on which Shotgun Front is ready to commence running such Acceptance Tests or retests.
6. The Site shall not go live until all Charges are paid by the Client in accordance with the Service Order.
Third party products
1. The Third Party Products shall be supplied in accordance with the relevant licensor's standard terms. The one-off licence fee for such Third Party Products is included in the Charges payable under clause 7.
2. Shotgun Front may from time to time recommend third parties to Clients. Subject to clause 11, Shotgun Front cannot be held responsible or liable for damages of any kind arising from their service.
3. If Shotgun Front is responsible for the management of any printed assets with a third party print company Shotgun Front cannot be held responsible / liable for the results the Client receive.
Project management
1. Each party shall appoint a project manager who shall:
  1. provide professional and prompt liaison with the other party; and
  2. have the necessary expertise and authority to commit the relevant party.
2. The project managers shall meet as and when necessary until Acceptance and thereafter as and when necessary.
Charges and payment
1. Condition 7.2 shall apply if the Services are to be provided on a time-and-materials basis. Condition 7.3 and condition 7.4 shall apply if the Services are to be provided for a fixed price. The remainder of this condition 7 shall apply in either case.
2. Where the Services are provided on a time-and-materials basis:
  1. the charges payable for the Services shall be calculated in accordance with Shotgun Front's standard daily fee rates as amended from time to time;
  2. Shotgun Front's standard daily fee rates are calculated on the basis of an eight-hour day worked between 9.00 am and 6.00 pm on weekdays (excluding weekends and public holidays);
  3. Shotgun Front shall invoice the Client in accordance with the terms set out in the Service Order for its charges for time, expenses and materials (together with VAT where appropriate).
3. Where the Services are provided for a fixed price the total price for the Services shall be the amount set out in the Service Order. The total price shall be paid to Shotgun Front in instalments as set out in the Service Order on completing the relevant Phase. All amounts due under this agreement shall be paid by the Client to Shotgun Front in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). On completing a relevant Phase, Shotgun Front shall invoice the Client for the charges that are then payable, together with expenses and the costs of materials (and VAT, where appropriate), calculated as provided in condition 7.4.
4. Any fixed price contained in the Project Plan excludes:
  1. the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the project team in connection with the Services, and the cost of any materials or services reasonably and properly provided by third parties required by Shotgun Front for the supply of the Services. Such expenses, materials and third party services shall be invoiced by Shotgun Front; and
  2. VAT, which Shotgun Front shall add to its invoices at the appropriate rate.
5. The Client shall pay each invoice submitted to it by Shotgun Front in full, and in cleared funds, within 14 days of receipt.
6. The Charges are subject to change at anytime providing Shotgun Front provides the Client with prior notice but Shotgun Front reserve the right to a 10% contingency (excluding changes & amendments) on any Charges.
7. Where the Client requests the suspension of a Project for 30 days or longer the current balance for Services completed so far will be requested by Shotgun Front which is then payable within 14 days.
8. Without prejudice to any other right or remedy that Shotgun Front may have, if the Client fails to pay Shotgun Front on the due date Shotgun Front may:
  1. charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and
  2. suspend all Services until payment has been made in full.
9. Time for payment shall be of the essence of this agreement.
10. All payments payable to Shotgun Front under this agreement shall become due immediately on termination of this agreement, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under this agreement.
  
  Shotgun Front may, without prejudice to any other rights it may have, set off any liability of the Client to Shotgun Front against any liability of Shotgun Front to the Client.
Limitation of remedies and liability
1. Nothing in this agreement shall operate to exclude or limit Shotgun Front's liability for:
  1. death or personal injury caused by its negligence; or
  2. any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
  3. fraud; or
  4. any other liability which cannot be excluded or limited under applicable law.
2. Shotgun Front shall not be liable to the Client for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
3. Subject to clause 8.1, Shotgun Front's aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 50% of the total Charges payable by the Client to Shotgun Front under this agreement in that calendar year.
4. Shotgun Front backup their servers and computers on a daily basis, however, Shotgun Front cannot be held responsible for any loss of data for any reason. To prevent against this, Shotgun Front can, at the Client’s request in writing, create an extra personal back up of the Client’s work for an additional fee.
5. Shotgun Front takes all reasonable steps to ensure against malicious attacks. Shotgun Front cannot be held responsible in any way as consequence of virus transmissions, malicious hackers, phishers, spammers and/or other malicious attacks.
6. Shotgun Front cannot be held responsible for loss of business and/or income due to server and/or e-mail service downtime. On average around 15 minutes down-time per year for essential maintenance is estimated.
7. Shotgun Front endeavours to build the Client’s website to be search engine friendly, however, Shotgun Front can never guarantee search engine positions.
Intellectual property rights
1. All Intellectual Property Rights in the Site (including in the content of the Site and the Site Software), but excluding the Materials, arising in connection with this agreement shall be the property of Shotgun Front, and Shotgun Front hereby grants the Client a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the Site.
2. The Client shall indemnify Shotgun Front against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe the Intellectual Property Rights of a third party.
3. The indemnities in clause 9.2 and clause 10.3 are subject to the following conditions:
  1. the indemnified party promptly notifies the indemnifier in writing of the claim;
  2. the indemnified party makes no admissions or settlements without the indemnifier's prior written consent;
  3. the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and
  4. the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.
4. The indemnities in clause 9.2, clause 10.3 and clause 10.4 may not be invoked to the extent that the action or claim arises out of the indemnifier's compliance with any designs, specifications or instructions of the indemnified party.
Site content
1. Shotgun Front shall update the Site with Materials provided from time to time by the Client. The Client shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of data protection law or any third party Intellectual Property Rights) (Inappropriate Content).
2. Shotgun Front does not purport to monitor the content of the Site. Shotgun Front reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. Shotgun Front shall notify the Client promptly if it becomes aware of any allegation that any content on the Site may be Inappropriate Content.
3. The Client shall indemnify Shotgun Front against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.
4. Shotgun Front may include the statement "Website by Shotgun Front" and a website link to Shotgun Front’s website on the footer of the Site.
Data protection
1. This clause 11 shall apply to the extent that Shotgun Front is acting as a data processor on behalf of the Client, acting as a data controller (both terms as defined by Data Protection Legislation).
2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
3. Without prejudice to the generality of clause 11.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data (as defined by Data Protection Legislation) to Shotgun Front for the duration and purposes of this agreement.
4. Without prejudice to the generality of clause 11.2, Shotgun Front shall, in relation to any personal data processed in connection with the performance by Shotgun Front of its obligations under this agreement:
  1. process that personal data only on the written instructions of the Client unless Shotgun Front is required by applicable laws to otherwise process that personal data.
  2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, persona data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected;
  3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
  4. not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
    1. either party has provided appropriate safeguards in relation to the transfer;
    2. the data subject has enforceable rights and effective legal remedies;
    3. Shotgun Front complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
    4. Shotgun Front complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
  5. assist the Client, at the Client 's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  6. notify the Client without undue delay on becoming aware of a personal data breach;
  7. at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by applicable law to store the personal data; and
  8. maintain complete and accurate records and information to demonstrate its compliance with this clause 11.
5. The Client consents to Shotgun Front appointing third-party processors of personal data under this agreement. Shotgun Front confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement. As between the Client and Shotgun Front, Shotgun Front shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 11.
Term and termination
1. This agreement shall commence on the Effective Date and shall continue in accordance with the terms set out in the Service Order subject to earlier termination under this clause 12.
2. Either party may terminate this agreement by giving 3 months written notice to the other party.
3. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
  1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
  2. the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
  3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
  4. the other party commences negotiations with all or any class of any of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
  5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party;
  6. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
  7. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
  8. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
  9. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
  10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.3(c) to clause 12.3(h) (inclusive);
  11. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
  12. any warranty given by the other party in clause 1 of this agreement is found to be untrue or misleading.
4. On termination of this agreement by Shotgun Front under clause 12.3, all licences granted by Shotgun Front under this agreement shall terminate immediately.
5. On expiry or termination of this agreement otherwise than on termination by Shotgun Front under clause 12.3, Shotgun Front shall promptly return all Materials to the Client, and shall provide to the Client an electronic copy of the Site (including all content on the Site). Shotgun Front shall provide such assistance as is reasonably requested by the Client in transferring the Hosting of the Site to the Client or another service provider, subject to the payment of Shotgun Front's expenses reasonably incurred.
6. On expiry or termination of this agreement, all provisions of this agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
Change control
1. The Client's Project Manager and Shotgun Front's Project Manager shall meet as and when necessary to discuss matters relating to the Project. If the Client wishes to change the scope of the Services, it shall submit details of the requested change in writing.
2. If either party requests a change to the scope or execution of the Services, Shotgun Front shall, within a reasonable time, provide a written estimate to the Client of:
  1. the likely time required to implement the change;
  2. any variations to Shotgun Front's charges arising from the change;
  3. the likely effect of the change on the Project Plan; and
  4. any other impact of the change on the terms of this agreement.
3. If Shotgun Front requests a change to the scope of the Services, the Client shall not unreasonably withhold or delay consent to it.
4. If the Client wishes Shotgun Front to proceed with the change, Shotgun Front has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Project Plan and any other relevant terms of this agreement to take account of the change.
Force majeure
If Shotgun Front becomes unable to deliver any of their services due to an act of God, outbreak of war, accident, inability to obtain materials, telecoms or server breakdown, labour dispute of an official or unofficial nature or any other cause whether or not of a like nature to the above but being a cause reasonably beyond Shotgun Front’s control, Shotgun Front shall be entitled to cancel it’s obligation to the Client by 14 days’ notice in writing but shall be entitled to payment for all Services provided up to the date of such a notice.
Confidentiality
1. Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
2. Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
3. The obligations set out in this clause 15 shall not apply to Confidential Information which the receiving party can demonstrate:
  1. is or has become publicly known other than through breach of this clause 15; or
  2. was in possession of the receiving party prior to disclosure by the other party; or
  3. was received by the receiving party from an independent third party who has full right of disclosure; or
  4. was independently developed by the receiving party; or
  5. was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.
4. The obligations of confidentiality in this clause 15 shall not be affected by the expiry or termination of this agreement.
Insurance
Shotgun Front can insure and protect the Client's property on request. If the Client does not request insurance protection, the Client’s property will be worked on / with, held and carried at the Client’s own risk.
Publicity
All media releases, public announcements and public disclosures by either party relating to this agreement or its subject matter, including promotional or marketing material, shall be co-ordinated with the other party and approved jointly by the parties prior to release.
Assignment
Neither party may assign or transfer any of its rights or obligations under this agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
Entire agreement
1. The Service Order and this agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Service Order or this agreement.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
Third party rights
1. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
Severance
1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
2. If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Terms and Conditions+ Pricing structure

Agreed Terms

Interpretation

Scope of the project

Client responsibilities

Development and acceptance of site

Third party products

Project management

Charges and payment

Limitation of remedies and liability

Intellectual property rights

Site content

Data protection

Term and termination

Change control

Force majeure

Confidentiality

Insurance

Publicity

Assignment

Entire agreement

Third party rights

Severance

Governing law

Jurisdiction

Terms and Conditions
+ Pricing structure