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General Terms & Conditions

THIS AGREEMENT IS BETWEEN

OUTEREDGE UK LTD (Registered Number 03712531) whose registered office is at The Offices, 57 Newtown Road, BRIGHTON, BN3 7BA ("outer/edge"); and

The Customer as defined below ("the Customer").

The parties have agreed that outer/edge shall provide the Customer with website design and development and related services on the terms and conditions set out below.

AGREED TERMS

  1. INTERPRETATION

    1. In this agreement, the following terms shall have the following meanings:

      Business Day - any day (other than a Saturday or Sunday) when banks are generally open for business in England;

      Charges - the charges in respect of the Services and Third Party Products supplied by outer/edge;

      Customer - the entity entering into this agreement with outer/edge;

      Effective Date - the date outer/edge receives instructions from the Customer to provide the Services by acceptance of this agreement;

      Intellectual Property Rights - all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trademarks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off;

      Materials - the content provided to outer/edge by the Customer from time to time for incorporation in the Site;

      outer/edge Products - products designed and developed by outer/edge;

      Personal Data - shall have the meaning given in the Data Protection Act 1998;

      Services - the design and development services to be provided;

      Site - the website to be developed by outer/edge pursuant to this agreement;

      Third Party Products - any third party software products and/or hardware products and/or third party supplier's services procured on behalf of the Customer by outer/edge;

      Visitor - a visitor to the Site.

    2. Clause headings are included in this agreement for ease of reference only and shall not affect the interpretation or construction 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. Where the context so admits or requires, words denoting the singular include the plural and vice versa.

    6. References to statutory provisions shall be construed as references to those provisions as replaced, amended or re-enacted from time to time (whether before or after the date of this agreement) and shall include any provisions of which they are re-enactments (whether with or without modification) and any subordinate legislation made under such provisions.

    7. References to “including” and “include(s)” shall be deemed to mean respectively “including without limitation” and “include(s) without limitation”.

    8. References to “content” mean any kind of text, information, images, or audio or video material which can be incorporated in a website for access by a Visitor to that website.

  2. CUSTOMER RESPONSIBILITIES

    1. The Customer acknowledges that outer/edge’s ability to provide the Services is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide) as well as the accuracy and completeness of any information and data the Customer provides to outer/edge. Accordingly, the Customer shall provide outer/edge with access to, and use of, all information, data and documentation reasonably required by outer/edge for the performance by outer/edge of its obligations under this agreement.
    2. The Customer shall be responsible for the accuracy and completeness of the Materials on the Site.
  3. THIRD PARTY PRODUCTS

    1. The Third Party Products shall be supplied in accordance with the relevant third party suppliers standard terms and outer/edge shall use its reasonable endeavours to pass on to the Customer any such manufacturers guarantees.
    2. Any bugs or faults in Third Party Products shall be the responsibility of the Customer and the third party. outer/edge will not be liable or responsible for maintaining or repairing any defects in Third Party Products including where such Third Party Product is identified as not being fit for the purpose intended.
    3. From time to time we may need to share access to Third Parties to the Site and you consent to us doing so.
  4. CHARGES AND PAYMENT

    1. All Charges are exclusive of any applicable VAT and quoted in Sterling (GBP).
    2. If the Customer fails to pay any amount payable by it under this agreement, outer/edge shall be entitled but not obliged to charge the Customer interest on the overdue amount, payable by the Customer forthwith on demand, from the due date up to the date of actual payment, after as well as before judgement, at the rate of 8% per annum above the base rate for the time being of the Bank of England. Such interest shall accrue on a daily basis and be compounded quarterly. outer/edge reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
  5. WARRANTIES

    1. Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.
    2. outer/edge shall perform the Services with reasonable care and skill.
  6. LIMITATION OF REMEDIES AND LIABILITY

    1. Nothing in this agreement shall operate to exclude or limit outer/edge’s liability for:
      1. death or personal injury caused by its negligence;
      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; (c) fraud; or (d) any other liability which cannot be excluded or limited under applicable law.
    2. outer/edge shall not be liable to the Customer 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 6.1, outer/edge’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 one hundred percent (100%) of the total Charges payable by the Customer to outer/edge under this agreement in that calendar year.
    4. In no event shall outer/edge be liable to client for any indirect, special, exemplary or consequential damages, including any implied warranty or merchantability or fitness for a particular purpose and in particular any claim of the failure of any software contained on rented or owned servers of the client or implied warranties arising from course or dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. The agency makes no warranty of any kind, whether express of implied with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties. The Customer is responsible for back up of the complete system, and re installing in event of failure of software.
  7. 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 outer/edge and outer/edge hereby grants the Customer a non-exclusive licence of such Intellectual Property Rights for the purposes of operating the Site.
    2. The Customer shall indemnify outer/edge against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe Intellectual Property Rights of a third party.
    3. outer/edge shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the Site infringes any Intellectual Property Rights of a third party in the UK other than infringements referred to in clause 7.2.
    4. The indemnity in clause 7.3 is subject to the following conditions:
      1. the Customer promptly notifies the outer/edge in writing of the claim;
      2. the Customer makes no admissions or settlements without outer/edge’s prior written consent;
      3. the Customer gives outer/edge all information and assistance as outer/edge may reasonably require; and
      4. the Customer allows outer/edge complete control over the litigation and settlement of any action or claim.
    5. The indemnity in clause 7.3 may not be invoked to the extent that the action or claim arises out of the outer/edge’s compliance with any designs, specifications or instructions of the Customer. This includes any instruction from the Customer to make the Site live or publicly available.
  8. SITE CONTENT

    1. outer/edge shall upon request and at the cost of the Customer, update the Site with Materials provided from time to time by the Customer. The Customer shall ensure that Materials do not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (“Inappropriate Content”).
    2. The Customer recognises that outer/edge has no control over any content placed on the Site by Visitors and does not purport to monitor the content of the Site. outer/edge reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. outer/edge shall notify the Customer promptly if it becomes aware of any allegation that content on the Site may be Inappropriate Content.
    3. The Customer shall indemnify outer/edge against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.
    4. outer/edge may place the word “outer/edge” within the footer of the Site with a crawlable link back to the outer/edge website and may only removed at the request of outer/edge.
  9. DATA PROTECTION

    1. outer/edge warrants that to the extent it processes any Personal Data on behalf of the Customer:
      1. it shall act only on instructions from the Customer; and
      2. it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data; and
      3. it is not responsible for the actions of any Third Party who has access to the Site or Personal Data.
  10. TERM AND TERMINATION

  11. This agreement shall commence on the Effective Date and shall continue, subject to earlier termination pursuant to this clause, to 90 (ninety) days after Acceptance or, where the Customer holds a Support Plan, until the termination of that plan.

  12. Either party may terminate this agreement immediately at any time by written notice to the other party if:

    1. the other party commits any material breach of its obligations under this agreement which (if remediable) is not remedied within 30 (thirty) days after the service of written notice specifying the breach and requiring it to be remedied; or
    2. the other party ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement) or becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party; or the ability of that party’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).
  13. On termination of this agreement by outer/edge pursuant to clause 10.2, all licences granted by outer/edge for use of outer/edge Products under this agreement shall terminate immediately. The Customer shall cease using the Site and any related outer/edge Products.

  14. On expiry or termination of this agreement otherwise than on termination by outer/edge pursuant to clause 10.2, outer/edge shall promptly return all Materials to the Customer upon request, and shall provide to the Customer upon request an electronic copy of the Site (including all content on the Site). outer/edge shall provide such assistance as is reasonably requested by the Customer to transfer the hosting of the Site to the Customer or another service provider, subject to the payment of outer/edge’s expenses reasonably incurred.

  15. On expiry or termination of this agreement, all provisions of this agreement shall cease to have effect, save that any provision which can reasonably inferred as continuing or is expressly stated to continue shall continue in full force and effect.

  16. CONFIDENTIALITY

  17. For the purposes of this agreement, "Confidential Information" shall mean all information whether technical or commercial (including all drawings, designs, ideas, graphics, Proposals and Specifications disclosed in writing, on disc, orally or by inspection of documents or pursuant to 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.
  18. 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.

  19. Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided the recipient is bound to maintain the confidentiality of the Confidential Information received.

  20. The obligations set out in this clause 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;
    2. was in possession of the receiving party prior to disclosure by the other party;
    3. was received by the receiving party from an independent third party who has full right of disclosure;
    4. was independently developed by the receiving party; or
    5. was required to be disclosed by governmental authority, provided that the party subject to such requirement to disclose gives the other prompt written notice of the requirement.
  21. The obligations of confidentiality in this clause shall not be affected by the expiry or termination of this agreement.

  22. NOTICES

  23. A notice given under this agreement:

    1. must be in writing in the English language (or be accompanied by a properly prepared translation into English);
    2. must be sent for the attention of the person, and to the address, or e-mail address given in this clause (or such other person, address or e-mail address as the receiving party may have notified to the other, such notice to take effect 5 (five) days from the notice being received); and
    3. must be:
      1. delivered personally, or
      2. sent by e-mail, or
      3. sent by pre-paid first-class post, recorded delivery or registered post.
  24. A notice is deemed to have been received:

    1. if delivered personally, at the time of delivery;
    2. in the case of e-mail, at the time of transmission provided a confirmatory copy is sent by first-class pre-paid post or by personal delivery before the end of the next Business Day;
    3. in the case of pre-paid first class post, recorded delivery or registered post, 48 hours from the date of posting;
  25. To prove service it is sufficient to prove that the notice was transmitted by e-mail address of the relevant party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

  26. ASSIGNMENT

  27. Neither party may assign this agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

  28. ENTIRE AGREEMENT

  29. Neither party shall have any remedy in respect of any untrue statement (whether written or oral) made to it upon which it relied in entering into this agreement (“Misrepresentation”), and neither party shall have any liability other than pursuant to the express terms of this agreement. Nothing in this agreement shall exclude or limit either party's liability for any Misrepresentation made knowing that it was untrue. Each party's liability for Misrepresentation as to a fundamental matter, including as to a matter fundamental to that party's ability to perform its obligations under this agreement, shall be subject to the limit set out in clause 9.3.

  30. THIRD PARTY RIGHTS

  31. This agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, anyone else.

  32. VARIATION AND WAIVER

  33. A variation of this agreement must be in writing and signed by or on behalf of both parties.

  34. A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.

  35. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

  36. SEVERANCE

  37. If anyy invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

  38. GOVERNING LAW AND JURISDICTION

  39. This agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.

  40. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement. This agreement has been entered into on the date stated at the beginning of this agreement 

  41. SELF HOSTING

  42. outer/edge can recommend hosting suitable for all requirements. However, if you choose to self-host or use an unrecommended provider, the following shall apply:

    1. The server must be running the latest PHP and MySQL versions compatible with Magento.
    2. Servers must be Linux based running Apache or Nginx server.
    3. For reasons of both performance and security, some sites are not viable using standard "shared" hosting packages.
    4. We will need access to the server control panel and have full access to the DNS records plus SSH access.
    5. We use systems for version control and deployment to production servers. If your firewall is locked down we will request that several IP addresses or IP ranges are granted access to the server.
    6. It is the customer's responsibility to ensure that the server is adequate for the amount of traffic that the site receives, and carry out any necessary backups. outer/edge cannot accept any responsibility for slow or underperforming websites as a result of inadequate hosting.
    7. If you decide to move your website between hosting companies and require our assistance, charges will apply.
    8. We are not obliged to provide support for technical hosting related issues. Hosting support may be offered at our discretion and will be charged at a premium rate.
    9. outer/edge does not provide 24 hour support so you must ensure your chosen hosting provider is able to provide adequate support for any unexpected problems.
  43. BRAND PROMOTION

  44. Unless specifically stated, the customer allows the use of their name, a description of the work undertaken and imagery to be used by outer/edge in publicity material, websites, press releases and any other media produced by outer/edge. The customer's confidential personal information (such as telephone numbers and address) will not be used, as per our Privacy Policy.

Support Plan Terms & Conditions

THIS AGREEMENT IS BETWEEN

OUTEREDGE UK LTD (Registered Number 03712531) whose registered office is at The Offices, 57 Newtown Road, BRIGHTON, BN3 7BA ("outer/edge"); and

The Customer as defined below ("the Customer").

The terms and conditions outlined below apply to Support Plans and are in addition to our general terms and should be read as one.

SUPPORT PLAN SERVICES

  1. The term for all Support Plan contracts provided by outer/edge will be confirmed in writing before the plan commences.
  2. Payment for the Support Plan is due by bank transfer within 30 days of the start of each calendary cycle.
  3. The Support Plan will automatically renew at outer/edge's advertised rate at the time for a further term unless 30 days notice is given before the end of the term.
  4. Support Plans may be upgraded (subject to availability) on request before the Plan expires; however, the Support Plan may not be downgraded until the contracted period has ended and a new Plan is in place.
  5. Hours purchased within a Support Plan are valid only for the current billing period (1 calendar month), unused hours may not be reclaimed during the following billing period(s).
  6. Free security patches (if included in the plan) are limited to Magento security patch version upgrades only and are subject to the compatibility of all installed modules and any code which is not part of the base installation.
    1. Third party module fees may apply.
  7. Any services provided outside your agreed hours will be charged at our advertised hourly overage rate at the time and invoiced in arrears.
  8. Payment for our service represents your acceptance of this contract and your legal obligation to comply.
  9. If payment is overdue for any invoices raised, all Services will be paused until all overdue invoices have been paid. Charges under your contracted period will continue to be issued, however outer/edge shall not be obligated to fulfil support hours either proportionally or in whole for any period during which payment(s) were overdue.
  10. For the avoidance of doubt, these terms (where relevant) also apply to any Boost hours purchased.

Project Terms & Conditions

THIS AGREEMENT IS BETWEEN

OUTEREDGE UK LTD (Registered Number 03712531) whose registered office is at The Offices, 57 Newtown Road, BRIGHTON, BN3 7BA ("outer/edge"); and

The Customer as defined below ("the Customer").

The terms and conditions outlined below apply to all Services not carried out via a Support Plan (for example, a new website built or a fixed price project) and are in addition to our general terms and should be read as one.

  1. INTERPRETATION
    1. In this additional agreement, the following terms (in additional to those in the general terms) shall have the following meanings:

      Acceptance - the acceptance or deemed acceptance of the Site by the Customer pursuant to clause 3;

      Acceptance Tests - the tests to be carried out on the Site referred to in clause 3;

      Business Hours - the hours of 9am to 5pm;

      Change Control Procedures - the procedures set out in clause 5;

      Fault - any fault with an outer/edge Product identified by the Customer in the Fault Report;

      Proposal - the high level description of the Services to be provided by outer/edge including the technical and functional specification for the Site;

      Support Services - the support services for the outer/edge Products pursuant to clause 4;

  2. SCOPE OF THE PROJECT
    1. outer/edge shall:
      1. liaise with the Customer in developing a Proposal for the Site; and
      2. design, develop and deliver the Site in accordance with the Proposal; and
      3. provide the Services; and
      4. provide at the request of the Customer the Support Services.
  3. DEVELOPMENT AND ACCEPTANCE OF SITE
    1. Once outer/edge has completed the consultation with the Customer pursuant to clause 2.1.1, outer/edge shall provide the Customer with a Proposal. The Proposal will remain valid for 30 days from the date of issue unless otherwise stated. The Customer shall indicate its approval of the Proposal by payment of a 40% (forty percent) deposit of the Charges relating to the Services as indicated in the Proposal. For the avoidance of doubt, such deposit is non refundable.

    2. The Customer shall have a period of ten (10) Business Days in which to submit written comments to outer/edge regarding the Proposal. The parties shall discuss any proposed amendments and shall use their reasonable endeavours to agree the final form of the Proposal within five (5) Business Days. For the avoidance of doubt if the proposed changes are material changes and affect the cost of development outer/edge shall provide the Customer with revised Charges.

    3. Any changes requested after final design mockups have been approved by the Customer will be chargeable pursuant to clause 5.

    4. HTML markup, Javascript and CSS created by outer/edge will work in the current version and two previous versions of Google Chrome, Firefox, Safari and Microsoft Edge. If the Customer requires the Site to be compatible with other browsers, additional charges will apply.

    5. Once outer/edge has completed the design and development of the Site in accordance with the Proposal it shall run the Acceptance Tests.

    6. The Acceptance Tests shall test compliance of the Site with the Site Proposal.

    7. Acceptance of the Site shall occur when the Site has passed the Acceptance Tests. outer/edge shall notify the customer when the tests have been passed and provide the results of the Acceptance Tests to the Customer in writing.

    8. If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of the Customer or by one of the Customer’s sub-contractors or agents for which outer/edge has no responsibility (“Non-outer/edge Defects”), the Site shall be deemed to have passed the Acceptance Tests notwithstanding such Non-outer/edge Defect. outer/edge shall provide assistance reasonably requested by the Customer in remedying any Non-outer/edge Defects by supplying additional services or products. If so requested, the Customer shall pay outer/edge in full for all such additional services and products at outer/edge's then current fees and prices.

    9. Acceptance of the Site shall be deemed to have taken place upon the happening of any of the following events:

      1. the Customer requests the Site to be deployed to a server not owned by outer/edge; or
      2. the Customer uses any part of the Site “live” (that is for any revenue-earning purposes or to provide any services to third parties other than for test purposes); or
      3. the Customer unreasonably delays the start of relevant Acceptance Tests or any retest for a period of 7 (seven) Business Days from the date when outer/edge is ready to commence running the Acceptance Tests or re-tests; or
      4. the Customer fails to inspect the Site, deemed Acceptance shall occur ten (10) Business Days from delivery of Site to Customer.
  4. SUPPORT SERVICES
    1. In the event that the Customer shall become aware of a Fault, the Customer shall submit a Fault Report to outer/edge.
    2. The Customer shall ensure that the Fault Report comprises details of:
      1. the identity and contact details of the author of the Fault Report;
      2. the nature of the Fault; and
      3. steps to reproduce the Fault including any applicable screenshots
    3. outer/edge will thereupon promptly investigate the reported Fault to identify whether it is due to an error of outer/edge. Where the error and defect is due to the equipment or software not provided by outer/edge, outer/edge shall notify the Customer who shall then obtain the necessary support from an alternative provider. Where the Fault is due to an error in the outer/edge Product outer/edge will provide the Support Services.
    4. outer/edge shall provide the following Support Services to the Customer during Business Hours. If Support Services are provided outside of Business Hours outer/edge has the option to charge at its current rates;
      1. reasonable assistance in the resolution of queries via a telephone call originated by the Customer;
      2. recommendations relevant to the course of action necessary to recover from a fault, error or failure emanating from the Site or its use;
      3. the remote rectification of Faults by the issue of fixes in respect of the Internet Products; and
      4. the creation and dispatch to the Customer from time to time at outer/edge’s sole discretion of Maintenance Releases.
    5. The Support Services shall not include the diagnosis and rectification of a fault arising from:
      1. the improper use or neglect of any software or equipment;
      2. the modification or alteration of or interference with the outer/edge Products or its merger (in whole or in part) with any other software;
      3. the use of the outer/edge Product by an individual who has not undergone training with outer/edge to the required level or is not otherwise reasonably competent in the use of the product;
      4. the failure by the Customer to implement recommendations in respect of or solutions to Faults previously advised by outer/edge;
      5. a repair, adjustment, alteration or modification of the outer/edge Product by a third party save with the prior written authority of outer/edge;
      6. the use of the outer/edge Product for a purpose for which it was not designed.
  5. CHANGE CONTROL
    1. Any request to change the scope of the Services shall be processed in accordance with the Change Control Procedure set out in this clause.
    2. outer/edge and the Customer shall discuss any changes proposed by the other and such discussion shall result in either:
      1. a written request for a Change by the Customer; or
      2. a written recommendation for a Change by outer/edge or, if neither of the Customer nor outer/edge should wish to submit a request or recommendation, the proposal for the Change will not proceed.
    3. Where a written request for a Change is received from the Customer, outer/edge shall, unless otherwise agreed, submit a “Change Notification” to the Customer within the period agreed between the parties.
    4. A written recommendation for a Change by outer/edge shall be submitted as a Change Notification direct to the Customer at the time of such recommendation.
    5. Each Change Notification shall contain:
      1. the title of the Change;
      2. the originator and the date of the request or recommendation for the Change;
      3. the reason for the Change;
      4. the full details of the Change, including any specifications and user facilities;
      5. the Charges, if any, of or associated with the Change;
      6. a timetable for implementation, together with any proposals for acceptance of the Change;
      7. the impact, if any, of the Change on other aspects of the agreement in question, including (but not restricted to) the Charges and accepted Proposal.
    6. Once agreed by the Customer and outer/edge in accordance with this clause, the Change shall be immediately effective and the Customer and outer/edge shall perform their respective obligations on the basis of the agreed amendment.
  6. CHARGES AND PAYMENT
    1. The Customer shall pay forty percent of the Charges relating to the Services as a non refundable deposit at approval of the Proposal.
    2. The Customer shall pay the final balance due upon Acceptance
    3. outer/edge shall issue a monthly invoice (electronically) in respect of any Charges, and the Customer shall pay to outer/edge the Charges set out in outer/edge’s invoice within 30 (thirty) days of the date of the invoice by bank transfer.
    4. All Charges are exclusive of any applicable VAT and quoted in Sterling (GBP).
    5. If the Customer fails to pay any amount payable by it under this agreement, outer/edge shall be entitled but not obliged to charge the Customer interest on the overdue amount, payable by the Customer forthwith on demand, from the due date up to the date of actual payment, after as well as before judgement, at the rate of 8% per annum above the base rate for the time being of the Bank of England. Such interest shall accrue on a daily basis and be compounded quarterly. outer/edge reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
    6. Any charges for Third Party Products will be added to the Charges payable.
  7. WARRANTIES
    1. outer/edge warrants that the Site will perform substantially for a period of 90 (ninety) days from Acceptance. If the Site does not so perform, then outer/edge shall for no additional charge ensure that the Site operates substantially.
    2. The warranty shall not apply to the extent that any failure to perform is caused by any Materials.
    3. This agreement sets out the full extent of outer/edge’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
    4. The warranty will become void should any party except for outer/edge make any changes to the Site.
    5. The warranty does not apply to any Third Party Products.
    6. For the avoidance of doubt, the warranty does not apply to Support Services.

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