BW Core Licence

Find out more about our BW Core and becoming a British Websites Developer

Reference: BWCL1
Last modified: 30 April 2015

This Terms and Conditions document (the “Agreement”) describes the terms upon which Silverback Internet Services Ltd a company registered in England and Wales under number 07120829 (“British Websites”) has agreed to provide code (the “BW Core”) for each client (the “Client”) unless amendments are provided by British Websites in writing and agreed by the Client. It is in addition to the standard Terms & Conditions with reference “BWTC1” (the “Standard Terms”) provided by British Websites and applies to any Bespoke Software (the “Bespoke Software”) developed where any part uses the BW Core. British Websites licence use of its BW Core Scripts to the Client, with such combination executed by British Websites of Bespoke Software and the BW Core being referred to as the “Website”. Any specifications of briefs (the “Specification”) associated

  1. Intellectual Property Rights
    1. This clause addresses “Intellectual Property Rights”, meaning copyrights and related rights, moral rights, database rights, patents, industrial designs, petty patents, design rights, trade marks, service marks, trade names, rights in internet addresses and domain names, rights in computer software, rights to goodwill or to sue for passing off, rights in unfair competition, rights in undisclosed or confidential information (such as know-how, trade secrets, inventions and other rights in confidential or proprietary information), and other rights of a similar nature, in each case whether registered or unregistered and including all applications (or rights to apply) for (and for renewals and extensions of such rights and rights to claim priority from) such rights, as may now or in the future subsist anywhere in the world and all goodwill associated with them throughout the world.
    2. The Intellectual Property Rights in the BW Core are and shall remain vested in British Websites and British Websites warrants that it is the owner of all Intellectual Property Rights in the same.
    3. In consideration of the Client’s obligation to pay British Websites under the Standard Terms clause 2.5, British Websites hereby grants to the Client and its affiliates a perpetual, non-exclusive, royalty-free, sub-licensable, worldwide licence to the Client, commencing on the date of final payment under the Standard Terms 2.5, to use and copy (and to permit its affiliates and sub-contractors to use and copy) the British Website Core Scripts. This licence shall only be sub-licensable, and the BW Core only copied, for the sole purpose of building, modifying or backing up the Website, unless agreed otherwise in writing by both parties.
    4. The licence at clause 1.3 is granted by British Websites to the Client on the following terms:
      1. the licence entitles the Client and/or its sub-contractors to develop the BW Core without restriction for the purpose of building the Website;
      2. except as permitted above, this licence prohibits the Client from re-distributing, sub-licensing, maliciously utilising, removing copyright notices or using the BW Core on any server accessible via the internet other than the Website without explicit consent from British Websites;
      3. British Websites warrants that it has full right and authority to grant the licence set out in clause 1.3;
      4. British Websites will not indemnify the Client against any claim, loss, damage, proceedings, costs or expenses arising directly or indirectly as a result of any claim of infringement of any Intellectual Property Rights howsoever arising as a result of or in connection with the supply or use of the Website (an “IPR Claim”);
      5. The Client (a) will notify British Websites promptly in writing of an IPR Claim, (b) may permit, at the Client’s sole discretion, British Websites to control the defence of the IPR Claim, and (c) may agree to any reasonable settlement of the IPR claim, in each case at the Client’s cost; and
      6. this licence cannot be assigned or disposed of without the written consent of British Websites.
    5. In consideration of the Client’s obligation to pay British Websites under the Standard Terms clause 2.5, the Intellectual Property Rights in the Bespoke Software, the Specification, and all other modifications and source code materials (being the language in which the Bespoke Software is written) produced by British Websites under this Agreement shall, at the date of this Agreement or on creation of such Intellectual Property Rights (if later) vest in the Client and to the extent that they do not vest automatically, British Websites holds the same on trust for the Client and hereby assigns to the Client absolutely with full title guarantee all Intellectual Property Rights, title and interest in the same to the Client. British Websites shall do and execute or arrange for the doing and executing of, each necessary act and document that the Client may consider desirable to perfect the right, title and interest of the Client in and to these rights. British Websites shall waive all moral rights (and any similar rights in other jurisdictions) in the Bespoke Software, the Specification, and all other modifications and source code materials produced by British Websites under this Agreement.
    6. British Websites cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
  2. General
    1. Each notice under or in connection with this Agreement shall be in writing and shall be delivered personally or sent by first class post or by email, as follows: The Client email address(es) provided as the head of the Website project and (or as advised otherwise in writing), as applicable. Such notice, approval, consent or other communication takes effect from: (a) if by post at 9am on the second business day after posting; (b) if by email, the time it is received.
    2. This Agreement may not be varied except in writing signed by both parties.
    3. A party’s rights, remedies and powers under this Agreement are in addition to any rights, remedies and powers provided by law.
    4. If any 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 while to the greatest extent possible achieving the intended commercial result (as determined by the parties in good faith) and such modification shall not affect the validity of the rest of this Agreement.
    5. This Agreement and the Standard Terms constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings, assurances, negotiations, warranties and representations, whether written or oral, relating to its subject matter.
    6. Each party acknowledges that in entering into this Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Notwithstanding this, nothing in this Agreement shall limit or exclude any liability for fraud.
    7. No one other than a party to this Agreement shall have any right to enforce any of its terms. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any person other than the parties.
    8. This Agreement may consist of a number of counterparts, each of which when executed shall constitute an original of this Agreement, but all the counterparts together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart. The parties hereto agree that this Agreement may be validly executed and delivered by fax or email and that they intend to be bound by their respective faxed or emailed signature.
    9. This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with English law and the parties irrevocably agree that the English courts have an exclusive jurisdiction to settle such disputes and claims.

British Websites reserves the right to change or modify any of the terms and conditions contained within this Agreement at any time.