The Legal Stuff - Terms & Conditions

1 Services

  1. In this agreement the “Services” are those supplied as detailed on Page 1 of this agreement.
  2. We design services that are provided to the best of our ability and based on the designer’s/ consultant’s personal experience, information, facts and issues you provide. Any opinion, statement, recommendation or anything whatsoever shall not form a guarantee.

2 Support

The level of Support, if any, is detailed on Page 1 of this agreement.

3 Warranty

At the time the web-site is built and first available for use, in most circumstances we will guarantee that the site meets Worldwide Web Consortium (W3C) standards, and as such will provide you with a certificate to this effect on the website. However, there may be circumstances where you have requested a specific feature that can not be done to W3C standards, and so no certificate can be provided. No other warranties or guarantees are given

Here you will need to be careful and issue it on the site or ensure you tell customers when this will not be possible in an e-mail (retain as evidence).

4 Compatibility

  1. The ability to view a website is designed for computers which meet certain specifications as to hardware and software. Consultancy advice will be provided to you as to the specifications which need to be met for you and others to view any website we design for you
  2. Responsibility for computers, hardware and software, and maintaining the wed-site or any aspect of it whatsoever, unless otherwise specifically contained within our agreement, rests with you and any hosting provider or other third party involved.

5 Definitions

“Services” means anything we do on your behalf in accordance with this agreement.

“Nominated Persons” means the person within your organisation who we will be dealing with. We will not be able to deal with anyone else unless we specifically agree to do so in writing. The nominated persons are on Page 1 of this agreement

“Consumer” means anyone purchasing not in the course of a business. This agreement is not intended to affect a client’s statutory rights.

6 Supply of Services

  1. Whilst we will use our reasonable endeavours to supply the services, we shall not be responsible for any failure to provide services or any unavailability and any losses or damage resulting from a failure to provide.
  2. During the design/consultancy we may make recommendations for other suppliers or products and this doesn’t form any endorsement or guarantee as to supply of either services or products.
  3. Specifically, since it is not our responsibility, we cannot guarantee that the web-site can be viewed at all times or would be uninterrupted, secure or error-free. Particularly, there are inherent problems in the use of the network that we will not be responsible for, nor for any problems, such as crashes which may result in data loss whilst using the network.
  4. We reserve the right to suspend services for repair, maintenance or improvement. If so, we will endeavour to restore them as quickly as is reasonably possible. We also reserve the right to make modifications provided that such modification does not materially affect provision of the Services to you.

7 Third Party

  1. The very nature of the service we supply means that third parties may be involved. The third parties involved with the services we provide are outlined on Page 1 of this agreement.
  2. Part of any support service to you may include that we are simply managing the means for you to establish and maintain a web-site. It is your responsibility to adhere to any agreement that is in force pertinent to the hardware, software, internet use or anything in connected with a web-site in the form of a user agreement. By entering into this agreement with us you are also confirming your agreement to adhere to that user agreement. Many of the terms of their agreement with you will also be incorporated with this agreement. However you should also read a copy of their user agreement which can be found either on the internet or supplementary documents (electronic or otherwise) that may be supplied by them.
  3. By using their services you have effectively entered into a separate agreement with them. This means that:
    1. Any user agreement is solely between you and the applicable third party. We shall have no liability, obligation or responsibility for any activity, use, dispute between you and any such third party.
    2. You are responsible for any payment of fees or monies due as outlined in their user agreement. For example, maintenance fees.
    3. Most agreements contain a clause that you will indemnify the third party against any liability for any claims and expenses, including reasonable fees, against them resulting from your use of their service.

8 Abide by Terms

By making use of our organisation and its services you will be deemed to be aged 18 or over and that you have read and understood this agreement and agree to be bound by its terms and conditions. Where you are entering into an agreement on behalf of an organisation you confirm that you have the legal right to do so.

9 Prices and Payment

  1. Payment for all services must be made in full, by cheque or credit/debit card, within 7 days of the date of any invoice supplied. This includes any taxes due. You will have been deemed to have received any invoice if it is:
    1. Handed to you personally when you sign a copy invoice
    2. Hand-delivered to your address when you sign a copy invoice
    3. Sent to you by Royal Mail and we have proof of posting of the invoice.
    4. Faxed or emailed, in which either event a transmission log record will be retained by us.
  2. If you do not pay or there are any problems with your chosen method of payment then once you have ordered services you are still responsible for payment. If we do not receive payment then we will charge you 15% compound interest per annum until we receive full cleared payment.
  3. Where payment is a part of staged payments then late or non-payment will automatically mean that all work will stop until such time that full payment (including any accrued or extra payment) is made. No refunds will be made and no work completed nor any rights can pass until payment is made in full.
  4. We reserve the right to increase prices for either the services which arise because of an increase in services or other outside costs beyond our reasonable control. If we do, then we will give you at least 30 days notice in writing. If you are buying as a consumer then you may cancel this agreement at any time up until 14 days before the supply of services.

10 Payment & Passing of Rights

  1. The property in the services will pass, when cleared full payment, is received, as follows:
    1. You will own the html, images, content etc, including articles or images we provide.
    2. We will own the scripts, database design and back end functionality. If you choose to move to another web hosting company you would lose functionality (for example being able to collect user names from your site). Where this occurs within the first 12 months after we have completed the web-site, we will forward any data to you.
  2. However, any property in the services (including intellectual property of data which we have agreed that you will own at the proper termination of the contract), will not pass to you until we have received full payment for all the services supplied by us. This means that we will have a lien over the data and anything connected with the web-site or its installation or operation. If you have not paid the invoice in full within 3 months from the date of the invoice you agree that you will forfeit your rights to the data.

11 Responsibility and Misuse

  1. You agree that you will solely be responsible for your use of any services provided to you and that you will use the service legally and only for the purposes that it is intended to be used for. This includes responsibility for the security of any passwords, where applicable. You will also be responsible for ensuring that you do not breach any third party prohibited activity or misuse policies.
  2. Furthermore you agree that you will not misuse the services supplied and that you will abide by any laws applicable to this agreement or the operation of it. In particular we refer to the use of; material or content we deem to be harmful, illegal or offensive; any infringement of intellectual rights and copyright; using the services for illegal purposes such as fraud or in any other crime, unlawfully or in any way contrary to any law. However, misuse will also include
    • Dealing with illegal files/ data/ information
    • Reselling of any services or any other features of your web-site
    • Distribution of viruses, worms or any other potentially destructive or otherwise malicious code.
    • Pirated software
    • Spamming in any form
    • Hacker programs or archives.
    • Unlicensed MP3 files
  3. You specifically confirm that you will
    1. Notify us immediately of any unauthorised use or suspected breach of security
    2. Immediately report to us but also to use reasonable efforts to immediately stop any copying or distribution of content that is known or suspected by you or your Users
  4. You specifically agree that we have no liability and furthermore you will indemnify us for any loss resulting in any breach of this clause.

12 Accuracy & Responsibility for Information and Data

  1. You confirm that any data, information, materials or documents passed to us have been checked by you as being accurate and that any item you have provided us with does not breach any copyright, intellectual property or the rights of any third party, whatsoever in nature, and is not contrary to any law.
  2. It is your responsibility to ensure that any Data or software or anything whatsoever placed or used on your web-site is virus-free and functions satisfactorily. We can not bear any responsibility for any breach of this clause.
  3. You specifically agree that we have no liability and furthermore you will indemnify us for any loss.

13 Our Access

  1. You agree that you will do nothing which could restrict or inhibit our access for any examination following complaint of any services supplied under this agreement.
  2. You will allow us full access to any existing technology, software, data and hardware and access to any documents and accounts you may hold which relate to our services.
  3. You will provide to us all information, documents and anything that we need in order to complete the provision of services within specified deadlines. We will not be held responsible in any way for your failure to do this.

14 Copyright

  1. You confirm that that you hold the full copyright of anything that you provide to us (e.g. data, text for insertion, information, documents, logos and any other content whatsoever) or that you have obtained the copyright owner’s permission to use it in this way (e.g. link to another website).
  2. You confirm that you will not breach any copyright in so far as materials, software, information, content and anything whatsoever supplied to you or available from us. This specifically means you will not copy, assign, modify, make derivative works, create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device, reverse engineer, or access the services in any way to build a product using similar ideas, function, or which is in any way similar to ours.

15 Time Estimate

We will use all our reasonable endeavours to complete any supply or services within any time estimate that we give. However, we will not be liable for any loss of damage suffered because of any unavoidable or reasonable delay in completion, including third party involvement and your failure to deliver items such as documents or information. We will keep you informed about any delay.

16 Data Backup

  1. It will always remain your responsibility to retain up to date back-ups of any data on your web-site once passed to you from us, unless specifically otherwise stated in this agreement.
  2. We can accept no responsibility whatsoever for your working data to be backed up and will not be liable for any losses, claims or damages which may arise because data is not/ has not been backed up.

17 Liability Disclaimer

  1. To the extent that the law allows we will not be held responsible for any loss, incidental or consequential damage, or loss arising out of installation, use (unauthorised or otherwise), errors, mistakes, accident, theft or fraud, destruction, or any part of the provision of services.
  2. In the unlikely event that we would be held liable for any losses occurring as a result of using/ failing to use the services or at all, then such total damages for any loss whatsoever shall be limited, in relation to any one incident or series of related incidents, to 100% of the amount paid by you.

18 Your Information and Data Protection

Generally any services we provide to you may be reliant on information provided by you, so you are responsible for ensuring that any information you provide is accurate, correct and up-to-date. Any information we hold (because of this agreement or otherwise) will be used to:

For marketing purposes we may share your information with organisations who are our business partners to contact you advising you about goods and services if you have indicated that you agree to receive such information. If you do not want to receive this information, no further action is necessary. Nor is further action necessary if you have previously indicated to us that you do not want to receive such marketing material.

To make sure that we follow your instructions correctly and to improve our service through training of our staff, we may monitor and record any communication between you and us.

19 Confidentiality

Both of us, subject to clause 17, agree that aspects of this contract are confidential, including information obtained about each other, the organisations etc.

From time to time we use information about our existing clients as part of marketing campaigns. Your information will not be used in this way without your express agreement.

20 Your Authorisation to Deal With Others

During the provision of our services to you, you authorise us to deal with others on your behalf e.g. web-hosting party. You specifically agree to adhere to any terms and conditions provided by those others with whom we deal on your behalf.

21 Exclusivity

You specifically agree that we have full and exclusive working rights within the terms of provision of this agreement and that you will not involve other parties without our specific agreement in writing.

22 Assignment

  1. The rights given cannot be transferred, sold, rented or shared in any way by you and nobody else can benefit but you. A copy of this agreement will be admissible in the case of any dispute or in any proceedings.
  2. We reserve the right to assign and/ or sub-contract all or any part of the services but if we do this it will not affect your rights under this agreement.
  3. Please note that this agreement does involve third parties who supply services to you and you are specifically referred to Clause 6.

23 Electronic Product

You can cancel any order made via our web-site within 7 days of receiving the service or access to software function. We will then refund any amount you have paid within 30 days of receiving your cancellation. However, when you purchase electronic personalised information you waive your cancellation or refund rights under Regulation 13 of the Consumer Protection (Distance Selling) Regulations 2000.

24 Client Queries / Complaints & Notices

  1. We aim to respond to any non-product-support queries or complaints within 14 working days. Complaints must be addressed in writing to us at our usual address - see page 1. If any complain may amount to a breach of any term of this condition then you must allow us 30 days to remedy that breach.
  2. Any notices for either party must be in writing to the address which appears on page 1 of this agreement.
  3. Notices will be deemed to have been received on the 7th day after posting using Royal Mail 1st class service provided that a duly stamped proof of posting is obtained from Royal Mail.

25 Invalidity

Each clause or any part at all of this agreement is to be regarded as independent of the others. This means that should any clause or any part at all of this agreement be found to be unenforceable or invalid it will not affect the enforceability or validity of the rest of this agreement.

26 Term, Breach and Cancellation

  1. This agreement runs until the work is completed and the duration of any support offered, as detailed here, expires.
  2. We reserve the right to terminate this agreement
    1. Immediately if you breach any term of this agreement, including any third party user agreement. You will not be entitled to any refund of unused services.
    2. By giving you 30 days notice. In these circumstances we will refund you for any unused services or pre-paid fees within 30 days of the service ceasing. However we will not be responsible for any liability whatsoever, including any claims, expenses and fees, relating to the notice period and service ceasing.
  3. If we do not act upon any breach immediately you should not assume that we have waived any rights as to enforceability or to seek redress, unless we have expressly stated that in writing.
  4. Other than any rights described in this agreement, you may terminate this agreement at any time giving us notice of 1 calendar month. However, any monies due under this agreement must still be paid and we will not make any refund at all, including for any unused services or pre-paid fees

27 Jurisdiction

These Terms & Conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.