Terms and Conditions

Standard Terms and Conditions as of 15/01/2020

  1. INTERPRETATION

In this Agreement the following words and phrases shall (except where the context otherwise requires) have the following meanings:

  1. “Business Day”= a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
  2. “Website Go Live” =the date on which the website is launched and made available to the public on the Internet
  3. “Charges” = the charges payable by the Customer for the supply of the Services in accordance with clause 26 Remuneration;
  4. “Commencement Date” = the date of this Agreement;
  5. “Data Protection Legislation” = as detailed in Data Protection clause
  6. “Services” = the services as set out in Schedule 1;
  7. “Website” = the website to be designed, developed and hosted by the Provider under this Agreement;
  8. “Intellectual property rights” = all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
  1. In this Agreement (except where the context otherwise requires):
  1. words in the singular include the plural and vice versa and reference to any gender includes the others;
  2. reference to “a person” includes a natural person, company or unincorporated body (whether or not having separate legal personality);
  3. a reference to “writing” or “written” includes email but not faxes; and
  4. any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

  1. DURATION
    1. This Agreement shall commence on the Commencement Date and shall, unless terminated early in accordance with the provisions of this Agreement, expire on the date of completion of the website snagging list and once the training has been undertaken.

  1. SERVICES
    1. The Provider:
  1. shall provide the Services in accordance with this Agreement in all material respects; shall use all reasonable endeavours to meet any performance dates specified in this Agreement but any such dates shall be estimates only and time shall not be of the essence for performance of the Services;
  2. reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services;
  • provide the Services with all reasonable skill, care and diligence and in a good and workmanlike manner.

 

    1. The Customer:
  1. shall co-operate with the Provider in all matters relating to the Services;
  2. if and where required in Schedule 1 shall provide the Provider (and any agents or subcontractors) with access to the Customer’s  premises, office accommodation and other facilities as reasonably required by the Provider in order to carry out the Services;
  • shall provide the Provider with such information and materials as the Provider may reasonably require in order to supply the Services, which may include logins and passwords, and ensure that such information is complete and accurate in all material respects;
  1. shall prepare the Customer’s premises for the supply of the Services;
  2. shall obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
  3. shall keep all materials, equipment, documents and other property of the Provider (“the Provider’s Materials”) at the Customer’s premises in safe custody at its own risk, maintain the Provider’s Materials in good condition until returned to the Provider, and not dispose of or use the Provider’s Materials other than in accordance with the Provider’s written instructions or authorisation;
  • shall comply with any and all obligations as set out in this Agreement;
  • If the Provider’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
  1. without limiting or affecting any other right or remedy available to it, the Provider shall have the right to suspend the performance of the Services until the Customer remedies the Customer Default;
  2. the Provider shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Provider’s failure or delay to perform any of its obligations as set out in this clause

 

  1. CHARGES
    1. Time shall be of the essence in relation to payment of the Charges.
    2. If the Customer fails to make a payment due to the Provider under the terms of this Agreement by the relevant due date then, without limiting the Provider’s remedies, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when the base rate is below 0%.
    3. All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding.

 

  1. INTELLECTUAL PROPERTY RIGHTS
    1. Except as expressly set out in this Agreement:
  1. the Customer shall not acquire any right, title or interest in or to the Provider’s Intellectual Property Rights;
  2. the Provider shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Customer or its licensors
  • The Customer guarantee that all elements of text, images or other artwork provided are either owned by themselves, or that they have permission to use them. When the Customer provide text, images or other artwork to us, they agree to protect the Provider from any claim by a third party that the Provider are using their intellectual property.
  1. The Provider guarantees that all elements of the work delivered to the Customer are either owned by them or have permission obtained to provide them. When the Provider provide text, images or other artwork to you, they agree to protect the Customer from any claim by a third party that you are using their intellectual property. Provided the Customer have paid for the work and that this contract has not been terminated, the Provider will assign all intellectual property rights to the Customer as follows:
  2. The Customer will own the website the Provider designs for them plus the visual elements that the Provider create for it. The Customer will retain access to all of their source files and the Provider will set up a backup system to a destination of the Customer’s choice. The Customer shall own all intellectual property rights of text, images, site specification and data provided to the Provider, unless owned by a 3rd
  3. The Provider will own any intellectual property rights they have developed prior to, or developed separately from this project and not paid for by the Customer. The Provider will own the unique combination of these elements that constitutes a complete design and will license its use to the Customer, exclusively and in perpetuity for this project only, unless otherwise agreed.

 

  1. DATA PROTECTION
    1. To enable us to discharge the services agreed under our engagement, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance, we may obtain, use, process and disclose personal data about you/your business/company/partnership/its
    2. officers and employees and shareholders (‘personal data’).
  1. Data Controller and Data Processor
    1. In the course of providing services to you and processing personal data, we may disclose personal data to other firms in our network, a regulatory body or a third party. We may export personal data you supply to us outside the EU/EEA/UK if necessary. We will ensure all such data disclosure/export is compliant with relevant data protection legislation in the EU/EEA/UK and will use our reasonable endeavours to ensure that any agreement entered into with sub-processors include similar term to those set out in this clause 16. Where cloud-based services are to be used you may be subject Page 4 of 5 to our cloud services terms and conditions, and cloud storage may be outside the EU/EEA/UK.
    2. We confirm we have adequate security measures in place to protect personal data provided to us, including administrative, physical and technical safeguards.
  • We will notify you within 10 working days if an individual asks for copies of their personal data, makes a complaint about the processing of personal data or serves a notice from a relevant data protection authority where this relates to you. You and we will consult and cooperate with each other when responding to any such request, complaint or notice. If an individual whose data you have supplied to us or which we are processing on your behalf asks us to remove or cease processing that data, we shall be entitled to do so where required by law.
  1. We will answer your reasonable enquiries to enable you to monitor compliance with this clause.
  1. Data Controller
    1. We confirm that we are each considered an independent data controller in relation to personal data and that we will each comply with the relevant provisions of applicable data protection legislation.
    2. You will also ensure that any disclosure of personal data to us complies with such legislation. If you supply us with any personal data or confidential information you shall ensure you have a lawful basis to pass it to us and will fully indemnify and hold us harmless if you do not have such a basis and that causes us loss. If you are supplying us with personal data on the basis of a power of attorney for anyone, you must produce to us an original or certified power of attorney on demand. You must ensure you have provided the necessary information to the relevant data subjects regarding its use. You may refer to our privacy notice for this purpose.
  2. Data Processor
    1. Applicable data protection legislation places express obligations on you as a data controller where we as a data processor undertake the processing of personal data on your behalf. An example would be where we operate a payroll service for you. We therefore confirm that we will at all times use our reasonable endeavours to comply with the requirements of applicable EU/EEA/UK data protection legislation when processing data on your behalf. In particular we confirm that we will aim to comply with any obligations equivalent to those placed on you as a data controller. You will also comply with applicable data protection legislation, including but not restricted to, ensuring that you have all appropriate consents and notices or another lawful basis in place to enable the lawful transfer of personal data to us. You will fully indemnify and hold us harmless if you do not have a lawful basis and that causes us loss.
    2. As the data processor we shall:
      1. process personal data only on written instruction from you;
      2. restrict data access to authorised personnel only, and who are bound by confidentiality;
      3. disclose the personal data to courts, government agencies and other third parties as and to the extent required by law;
      4. maintain a written record of all categories of personal data processing carried out on your behalf, including details of transfers of personal data outside of the EU/EEA/UK and a general description of the technical and organisational security measures in place in relation to personal data; and
      5. delete or return all personal data to you at the completion of our engagement requiring personal data processing, subject to legal requirements to retain data.
      6. The Provider will take all measures available to secure any data transferred from the website and takes the integrity of the Customer’s data very seriously.
      7. Where possible, the Provider will limit access to the Customer’s website to authorised personnel within that organisation with strong passwords
      8. The website will be built in a way as to protect data collected on the website by encrypting all data using Secure Socket Layer Encryption or an SSL Certificate.
      9. Where provided, the Customer’s passwords and logins to Hosting, Website Control Panels and other internal or external, physical or virtual Secure environments shall be held in the strictest of confidence by the Provider

  1. FORCE MAJEURE
    1. If either Party is delayed or prevented in the performance of any of its obligations under this Agreement by an event, circumstance or cause beyond its reasonable control which by its nature, could not have been foreseen or, if foreseeable, was unavoidable (save any that merely increases the cost of performing such obligations and excluding any strikes, lock-outs or other industrial disputes involving its own workforce or that of any of its agents or sub-contractors), that Party shall not be liable for such delay on non-performance and the time for performance of the affected obligation shall be extended by such period as is reasonable to enable that Party, using all reasonable endeavours, to perform that obligation.
    2. If the performance of any of the Provider’s obligations under this Agreement are delayed or prevented as described in clause 1 for a continuous period of one (1) month, the Customer may, without liability to the Service Provider, terminate this Agreement with immediate effect by giving notice to the Service Provider.

 

  1. LIMITATION OF LIABILITY
    1. Nothing in this Agreement shall limit or exclude the Provider’s liability for:
  1. Death or personal injury caused by its negligence;
  2. Fraud or fraudulent misrepresentation;
  3. Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law;
    1. Subject to clause 9.1, the Provider shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for loss of profits, loss of sale or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill; or any indirect or consequential loss.
    2. Subject to clause 8.1, the Provider’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to 20% of the total Charges paid under your Agreement.
    3. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
    4. This clause 8 shall survive the termination of the Agreement.

 

  1. TERMINATION
    1. Without affecting any other right or remedy available to it, the Provider may suspend the supply of Services under the Contract or terminate this Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract within 30 days of the due date for payment;
    2. Either Party may, without liability to the other, terminate this Agreement with immediate effect on giving notice to the other Party:
  1. if  the other Party suffers an Insolvency Event; or
  2. if the other Party commits a material breach of this Agreement which is incapable of remedy.
  1. CONSEQUENCES OF EXPIRY OR TERMINATION
    1. On the expiry or termination of this Agreement:
  1. The Customer shall immediately pay to the Provider all of the Provider’s outstanding unpaid invoices and interest and, in respect of the Services supplied, but for which no invoice has been submitted, the Provider shall submit an invoice which shall be payable by the Customer within 14 days of the date of the invoice;
  2. The Customer shall return any and all materials which belong to the Provider which have not been fully paid for;
  • Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties which have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
  1. ASSIGNMENT
    1. Neither party may assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights under this Agreement.
  2. RELATIONSHIP
    1. This Agreement does not constitute or imply any partnership, joint venture, agency, employment or fiduciary relationships between the Parties.
  3. VARIATION
    1. No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.
  1. COSTS
  1. Each Party shall pay its own costs relating to the negotiation, preparation, execution and implementation by it of this Agreement.
  1. ENTIRE AGREEMENT
    1. This Agreement and the documents referred to in this Agreement constitute the entire agreement and understanding of the Parties and supersedes and extinguishes all previous drafts, agreements and understandings between them, whether oral or in writing, relating to its subject matter.
    2. Each Party acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, warranty or understanding made by or on behalf of a Party (whether made innocently or negligently) which is not expressly set out in this Agreement.
    3. Nothing in this Agreement shall limit or exclude any liability for fraud.
  1. REMEDIES
    1. The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
    2. Any right or remedy expressly included in any provision of this Agreement (or the exercise thereof) shall not be considered as limiting a Party’s rights or remedies under any other provision of this Agreement (or the exercise thereof).
  1. NOTICES
    1. Any notice or similar communication under this Agreement shall be in writing, in English, and shall be delivered personally, sent by pre-paid registered post or recorded delivery (or pre-paid registered air mail if overseas) to the recipient Party at its address set out at the beginning of this Agreement or by email to the email address set out at clause 17.2 below or such other address or email address as that Party may specify by notice to the other Party.
  1. Notices and similar communications shall be deemed to have been received:
    1. What do the customer and provider agree to?
  1. The Customer has the authority to enter into this contract on behalf of themselves and on behalf the company or organisation.
  2. The Customer will give The Provider the assets, logins and information requested and required for the Provider to complete the project.
  • The Customer will provide these when requested and provide them in the formats the Provider asks for.
  1. The Customer will review the Provider’s work to provide feedback and approval in a timely manner.
  2. Deadlines work two ways, so the both Customer and Provider will be bound by the dates set together.
  3. The Customer also agree to adhere to the payment schedule set out in this contract under Section 26 Remuneration.
  • The Provider confirms that they have the experience and ability to do everything agreed with the Customer and will complete all work in a professional and timely manner. The Provider will endeavour to meet every deadline that’s set and maintain the confidentiality of everything provided to them.

 

  1. BREAKDOWN OF THE PROJECT SCOPE TERMS
    1. Design: The Provider will create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. The Provider will also create designs iteratively using the WordPress CMS, with HTML and CSS so no time is wasted mocking up every template as a static visual.
    2. Customer Review: The Customer shall have plenty of opportunities to review the Provider’s work and provide feedback. A link to the development site will be provided to the Customer with regular, possibly bi-weekly contact, or more dependent on build stage and input requirements.
    3. Text content:The Provider may request new images and text to add to the content management system for every page on the website. The Provider will provide basic copywriting and editing services for the purpose of Search Engine Optimisation, however, if the Customer require the Provider to create new content or input content, an additional cost estimate can be provided.
    4. Graphics and photographs: The Customer should supply graphic files in an editable, vector, high resolution digital format (PNG if possible). If the Customer choose to buy stock photographs, the Provider can suggest stock libraries. If the Customer would like the Provider to search for photographs, the Provider can provide a separate estimate for that.
    5. Browser testing:Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device. The Provider will test work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge) and a number of mobile devices. The Provider will not test in older browsers unless agreed separately.
    6. Website Hosting Support:The Customer has their own hosting solution already, but the Provider may recommend alternatives if they foresee any limitation on Search Results positions based on the location and/or resources of this solution. Once a solution is confirmed, The Provider will migrate the website to the designated hosting server and ensure that the old and new website is configured, secured, backed up and live at all times. However, as this will be hosted in a 3rd party environment, the Provider cannot be held responsible for any failures on the part of these 3rd party suppliers.
    7. Search engine optimisation (SEO): The Provider does not guarantee improvements to your website’s search engine ranking, but the web pages developed are accessible to search engines and will be optimised using the Yoast SEO plugin and built in a way that will clearly differentiate each page for search engines. The Provider will also aim to optimise the site structure and pages to be as Search Engine Optimised as possible at the time of build.
    8. Changes and revisions: The Provider don’t want to limit the Customer’s ability to change their mind. The price at the beginning of this contract is based on the number of weeks that the Provider estimate will be needed to accomplish everything agreed that the Customer want to achieve, but are happy to be flexible. If the Customer wants to change their mind or add anything substantial, that won’t be a problem as a separate estimate can be provided for those additional works.
    9. Legal terms:The Provider will carry out work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience. That said, the Provider can’t guarantee that their work will be error-free and can’t be liable to the Customer or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if the Customer have advised the Provider of them.
  1. The Customer’s liability to the Provider will also be limited to the amount of fees payable under this contract and the Customer will not be liable to the Provider or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if the Provider advised you of them.
  2. Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
    1. Displaying our work: For the purposes of Case Studies the Provider reserve the right to display all aspects of their creative work, including sketches, work-in-progress designs and the completed project as Case Studies and in articles on websites, in magazine articles and in books.