BRIGHTBYTE LTD. TERMS OF BUSINESS

Transcription

1 BRIGHTBYTE LTD. TERMS OF BUSINESS

2 1 / 10 BRIGHTBYTE LTD. TERMS OF BUSINESS 07/07/2014 DEFINITIONS TERMS: The Terms of Business specified in this document. BRIGHTBYTE STUDIO BrightByte Ltd (Registered No: ). A digital marketing solutions company; registered address 3 Furzey Avenue, Hythe, Southampton, Hampshire, SO45 3GU. Offices located at S2 35 Carlton Crescent, Southampton, Hampshire, SO15 2EW. CLIENT The individual or company commissioning the SERVICES. SERVICES The work provided by BRIGHTBYTE STUDIO as described in the QUOTATION. QUOTATION The description, and anticipated pricing where applicable, of the SERVICES to be provided to the CLIENT. This may take the form of a written document, or written correspondence, or verbal conversation. PRICE LIST The current BRIGHTBYTE STUDIO price list, available at: brightbyte.co.uk/brightbyte-studio-hourly-rates/

3 2 / 10 HOSTING TERMS The BrightByte Studio Hosting Terms are available here: brightbyte.co.uk/brightbyte_hosting_tos. pdf HOURLY RATE The relevant hourly rate described on the PRICE LIST. Time will be rounded to the nearest five minutes, minimum half hour per task. MILEAGE Billed at current HMRC approved mileage rates. Distances are calculated from postcode SO15 2EW. Unless otherwise stated in the QUOTATION, the following standard TERMS apply. They are intended to protect both BRIGHTBYTE STUDIO and the CLIENT and to ensure that the working relationship is open and honest for both parties.

4 3 / AUTHORISATION All work is carried out by BRIGHTBYTE STUDIO on the understanding that the CLIENT has agreed to these TERMS. The CLIENT may indicate their acceptance of the QUOTATION and these TERMS either by a signed agreement in writing; a confirming ; paying a deposit for work outlined in the QUOTATION; or by clicking a link to accept the QUOTATION online. The CLIENT hereby authorises BRIGHTBYTE STUDIO to carry out the SERVICES and access any information required in order to do so, for example accessing a web hosting account. Unless otherwise stated on the QUOTATION, the CLIENT authorises BRIGHTBYTE STUDIO to upload any files to the World Wide Web in order to provide the SERVICES; and if applicable to submit a completed website to internet search engines. 2. WARRANTIES BRIGHTBYTE STUDIO represents and warrants to the CLIENT that it has the experience and ability to perform the SERVICES; that it will perform said SERVICES in a professional, competent and timely manner; and that its performance under these TERMS shall not infringe upon or violate the rights of any third party or violate applicable legislation. The CLIENT represents and warrants to BRIGHTBYTE STUDIO that it has the power to enter into an agreement with BRIGHTBYTE STUDIO; that it is solely responsible for any information added to a website as part of the SERVICES; and that its performance under these TERMS shall not infringe upon or violate the rights of any third party or violate applicable legislation. 3. QUOTATIONS & PRICING All prices quoted to the CLIENT are QUOTATIONs and should be viewed in conjunction with the PRICE LIST. Depending on the project, BRIGHBYTE STUDIO may provide a QUOTATION of the likely costs, or bill for the work at the HOURLY RATE.

5 4 / 14 WEBSITE DESIGN SERVICES The QUOTATION will list the SERVICES that BRIGHTBYTE STUDIO will provide. For complete websites, this will include: Website design to include the provision of all necessary HTML, CSS, scripts and code as required. Unlimited telephone or consultations with the CLIENT, or meetings at BRIGHTBYTE STUDIO S location. Meetings at any other location will be charged at the HOURLY RATE plus MILEAGE. W3C XHTML and CSS compliant. Designed to meet W3C accessibility guidelines. Optimisation to display correctly in all modern web browsers. The CLIENT may request optimisation for other mobile Internet devices at extra cost. Optimisation to display correctly on screen resolutions of 1024x768 and above. Designed to be search engine friendly, including optimisation of URLs, page titles and meta description tags. Setup of Google Analytics to monitor website traffic, to which the CLIENT will have access. Submission of website to Google, Yahoo! and Bing search engines if appropriate. At no time does BRIGHBYTE STUDIO make any guarantee that the CLIENT s website will achieve a certain rating in search engine results. Creation of XML sitemap. 4. WORDPRESS & THEMES Unless otherwise specified in the QUOTATION, the SERVICES will be provided using the WordPress content management platform. 5. DOMAIN NAMES If stated on the QUOTATION, BRIGHTBYTE STUDIO will register one or more domain names on behalf of the CLIENT. BRIGHTBYTE STUDIO will suggest appropriate domain names and check their availability. A domain name s availability during the initial stages of the project does not guarantee it will still be available at the time of registration.

6 5 / 14 The chosen domain name will be registered using the CLIENT s contact details and will be owned by the CLIENT. BRIGHTBYTE STUDIO will manage the domain name registration and renewal on behalf of the CLIENT. At no time will BRIGHTBYTE STUDIO hold any rights over the domain name. Alternatively, the CLIENT may request that BRIGHTBYTE STUDIO manages the transfer of an existing domain name owned by the CLIENT. This will be billed at the HOURLY RATE. 6. PAY PER CLICK SERVICES If stated on the QUOTATION, BRIGHTBYTE STUDIO will provide Pay Per Click services to the CLIENT which can include but is not limited to: Facebook Ads, Google Adwords, LinkedIn Ads. The Client will be covered by and adhere to Google, Facebook, or LinkedIn s terms and conditions. At no time does BRIGHBYTE STUDIO make any guarantee related to the performance of the CLIENT s Pay Per Click campaign in any way. 7. MATERIALS PROVIDED BY THE CLIENT TEXT If specified in the QUOTATION, BRIGHTBYTE STUDIO will write any text to be displayed on the website or Pay Per Click Ads which the CLIENT is required to approve. The CLIENT must provide sufficient information, for example in the form of detailed verbal information, written notes, brochures, leaflets or information from other relevant websites. If the CLIENT wishes to write any text, BRIGHTBYTE STUDIO reserves the right to proofread and edit it for the purpose of making it suitable for web use and attractive to search engines. The CLIENT can request amendments to any changes made to the text by BRIGHTBYTE STUDIO when approving the draft website or Pay Per Click Ads. IMAGES BRIGHTBYTE STUDIO will use images provided by the CLIENT if they are of sufficient quality. Photographs must be provided electronically. BRIGHTBYTE STUDIO reserves the right to graphically enhance images and save them into a format suitable for online use.

7 6 / SOFTWARE & WEB DEVELOPMENT SERVICES The QUOTATION will list the SERVICES that BRIGHTBYTE STUDIO will provide. In all cases, this will include: Design, development and full testing of the software described in the QUOTATION, to include the development of all necessary program code, scripts, images, and other files as required. Unlimited telephone or consultations with the CLIENT, or meetings at BRIGHTBYTE STUDIO S location. Meetings at any other location will be charged at the HOURLY RATE plus MILEAGE. Any HTML code will be compliant with W3C XHTML standards where possible. Any CSS code will be compliant with W3C CSS standards where possible. Any website elements will be optimised to display correctly in Internet Explorer 8 and all modern web browsers. The CLIENT may request optimisation for Internet Explorer versions 6 and 7 and mobile Internet devices at extra cost. The software will be fully tested on the target environment. The software, including all source code, will be provided in a format most suitable to the project, as described in the QUOTATION. 9. WEB HOSTING The standard web hosting service provided by BRIGHTBYTE STUDIO is as follows: Setup and configuration of hosting for the website. Installation of the website on the web host. Configuration of name servers to link the domain name with the website hosted by the web host (where BRIGHTBYTE STUDIO has registered the domain). accounts BRIGHTBYTE STUDIO will set up one or more accounts for the CLIENT s domain name (e.g. @domain-name.co.uk), as described on the QUOTATION. If BRIGHTBYTE STUDIO will be hosting the CLIENT s account then the CLIENT should discuss any specific features they require before work commences and this should be included on the QUOTATION.

8 7 / 14 If BRIGHTBYTE STUDIO will be setting up an address using the free Google Apps service then this will be covered by Google s terms and conditions. BRIGHTBYTE STUDIO s involvement in this service is limited to the initial setup on the CLIENT s behalf. Any ongoing support will be provided by Google s Help pages and support forums. The Google Apps account set up by BRIGHTBYTE STUDIO will be separate from any existing Google accounts that the CLIENT may have. For BRIGHTBYTE STUDIO S full Hosting Terms please see: brightbyte.co.uk/brightbyte_hosting_tos. pdf 10. PROJECTS NOT HOSTED BY BRIGHTBYTE STUDIO Wherever possible, BRIGHTBYTE STUDIO will host work on our servers free of charge during the development phase. If the CLIENT wishes development work or a completed website to be hosted on their own servers then this might incur additional work for BRIGHTBYTE STUDIO, for example if there are issues with the server setup. This is charged at the HOURLY RATE. If the CLIENT wishes to arrange their own web hosting for a completed website then the time taken to install the website on the CLIENT s web host will be charged at the HOURLY RATE. Partial or full payment must always be made before BRIGHTBYTE STUDIO will hand over files to be hosted on the CLIENT s server or web host. BRIGHTBYTE STUDIO will negotiate the payment arrangements with the CLIENT. 11. ADDITIONAL SERVICES The CLIENT agrees to pay the additional fees for any work not described in the QUOTATION that the CLIENT requests during the course of the project. This will be charged at the HOURLY RATE. 12. ADDITIONALEXPENSES The CLIENT agrees to reimburse BRIGHTBYTE STUDIO for any additional expenses necessary for the completion of the SERVICES. An example of this might be work required due to unforeseen difficulties or fees incurred in obtaining access to the CLIENT s domain name, or additional meetings and travel time that were not previously quoted for. Additional expenses will be charged at the HOURLY RATE plus expense.

9 8 / COMPLETION DATE BRIGHBYTE STUDIO will book in the work and provide a predicted completion date once the CLIENT has accepted the QUOTATION and paid any initial deposit. Any completion date should be viewed as a QUOTATION. BRIGHTBYTE STUDIO cannot be held responsible for any delays, whatever the cause. 14. PAYMENT The CLIENT must pay for the work in full following receipt of an invoice from BRIGHTBYTE STUDIO. All SERVICES shall be provided for the price specified in the QUOTATION, PRICE LIST and these TERMS. Web hosting costs begin when a draft of the website is put online for the CLIENT to view. The CLIENT can choose to pay for any ongoing SERVICES either monthly, or annually in advance. If paying monthly, the SERVICES will be renewed and invoiced automatically on the payment date each month. If paying annually, the SERVICES will be renewed and invoiced automatically every 12 months. PAY MONTHLY OPTION In some cases, BRIGHTBYTE STUDIO will agree for one off SERVICES to be paid for in regular monthly instalments. If applicable, this will be stated on the QUOTATION or invoice. Monthly costs will begin when a draft of the website or software provided under the SERVICES is put online for the CLIENT to view, although no payment will be due until the dates listed on the invoice. All monthly payments must be made in full by standing order or a regular PayPal payment. If the CLIENT is paying monthly then they will be subject to a minimum 24-month contract period. The CLIENT cannot cancel their agreement with BRIGHTBYTE STUDIO until at least 24 monthly payments have been made. PAYMENT TERMS Unless otherwise stated on the QUOTATION, 30% of the project value will be invoiced upon acceptance of the project quotation to secure studio time, 30% will be due on sign-off of creative design, 30% will be due on sign-off of working site prior to go-live and 10% will be due upon project completion and go-live. Payment shall be made by BACS transfer or a PayPal payment to address hello@brightbyte.co.uk; however, payment via PayPal will likely incur an additional transaction fee.

10 9 / 14 In case debt collection or legal action prove necessary, the CLIENT agrees to pay all fees incurred. Should the Company debt remain a Company liability then the debt is to be considered joint and several liability. BRIGHTBYTE STUDIO reserves the right to withhold the client s website from going live or remove the client s website or other SERVICES from viewing on the Internet if payment is not made in full within 28 days of the date of initial deposit payment. BRIGHTBYTE STUDIO will give the CLIENT seven days notice before removing the website from the Internet. This does not relieve the CLIENT of their obligation to pay the due amount. BRIGHTBYTE STUDIO accepts no liability for any losses that the CLIENT incurs if the website is removed from the Internet due to non-payment. 15. WEBSITE SOFTWARE UPDATES Any work provided under the SERVICES will be developed to be compatible with the latest standards and software that are in place at the time of the initial project. Due to the changing nature of the website industry, BRIGHTBYTE STUDIO does not guarantee that the work will be compatible with future standards, web browsers or upgrades to the software it runs on. CLIENT is advised to update the software used to power the website at least annually. If the CLIENT chooses to purchase ongoing software updates from BRIGHTBYTE STUDIO then this will cover standard updates to WordPress and any other software used to provide the SERVICES, including the theme and plugins. If, at any point, it becomes apparent that significant redevelopment is required in order to bring the software up to date for example, due to any significant incompatibilities between the website and the new versions of the software - with then this would be treated as extra work in addition to the ongoing software update fee. In this case, BRIGHTBYTE STUDIO will contact the CLIENT and recommend the best course of action. 16. ONGOING SUPPORT & MAINTENANCE 60 DAYS FREE SUPPORT All work comes with 60 days free support. This will commence on the date on which the work provided under the SERVICES is launched or the completed work is handed over to the CLIENT. This is intended to provide an opportunity to fix any issues that may arise (e.g. bug fixes). Any additional training, support, changes or updates during the initial 30 day period, and all issues raised afterwards, will be billed at the HOURLY RATE. This includes fixing any bugs or other problems that the CLIENT identifies after the 60 day period has expired, even if these were present when the work was originally handed over.

11 10 / 14 RETAINERS If required, BRIGHTBYTE STUDIO will book in a set number of hours per month to work exclusively for the CLIENT. The CLIENT will be informed which hours have been booked if required, and will receive a discounted HOURLY RATE, as quoted in the QUOTATION. The hours covered by the retainer will be billed at the end of each month at the relevant discounted HOURLY RATE. If the CLIENT requests more work in any month than is covered by the retainer then these will be billed at the full HOURLY RATE. ONE-OFF CHANGES The CLIENT can contact BRIGHTBYTE STUDIO at any time to commission one-off updates, upgrades or other changes to the work provided under the SERVICES. These will be charged at the HOURLY RATE. BRIGHBYTE STUDIO will charge the HOURLY RATE for repairing a website or software where the fault was caused by improper use or neglect by the CLIENT or any other party. If unforeseen issues occur with the CLIENT s website then BRIGHTBYTE STUDIO will charge the HOURLY RATE to restore it to a previous backup. COSTS OF ONGOING SERVICES BRIGHTBYTE STUDIO will not increase the cost of any ongoing SERVICES during the following period: During the first 12 months from the date of the QUOTATION if the SERVICES were paid for as a one-off payment. During any minimum contract period if the SERVICES were paid for in regular monthly instalments. After this period has elapsed, BRIGHTBYTE STUDIO may amend the cost at any time. Any changes will be notified to the CLIENT in writing giving at least 28 days notice. 17. ASSIGNMENT OF PROJECT BRIGHTBYTE STUDIO reserves the right to assign subcontractors to the project as required. Where subcontractors are used, BRIGHTBYTE STUDIO reserves the right to share any information that is necessary for the work to be carried out. BRIGHTBYTE STUDIO will remain fully responsible for the final results of the project.

12 11 / COPYRIGHTS & TRADEMARKS The CLIENT declares that it holds the appropriate copyright and/or trademark permissions for any information that it asks BRIGHTBYTE STUDIO to include on a website under the SERVICES, including text and images. The CLIENT agrees to fully indemnify and hold BRIGHTBYTE STUDIO free from harm in any and all claims resulting from the CLIENT not having obtained the required copyright and/or other necessary permissions. The CLIENT is assigned rights to use as a website the design, graphics and text contained in the finished assembled work. If BRIGHTBYTE STUDIO has provided a logo or colour scheme for the CLIENT then the CLIENT is also assigned rights to use these throughout their business. Copyright for these elements will be transferred to the CLIENT once they have been paid for in full. BRIGHTBYTE STUDIO will provide image files of any parts of the website design to the CLIENT on request. This will be charged at the HOURLY RATE. Rights to photos, graphics, source code and computer programs are specifically not transferred to the CLIENT, and remain the property of their respective owners. 19. AUTHORSHIP CREDIT Unless specified otherwise in the QUOTATION, the CLIENT must include a link at the bottom of each page of their website, establishing authorship credit to BRIGHTBYTE STUDIO. This will be inserted by BRIGHTBYTE STUDIO. BRIGHTBYTE STUDIO may remove the link at any time. The CLIENT may only remove it with prior permission from BRIGHTBYTE STUDIO. BRIGHTBYTE STUDIO and its subcontractors retain the right to link to the CLIENT s website, display graphics and other web design elements as examples of their work in their respective portfolios, as well as to mention the CLIENT in publicity to promote BRIGHTBYTE STUDIO, unless stated otherwise in the QUOTATION.

13 12 / CANCELLATION OF NEW SERVICES Prior to the CLIENT s final approval of the draft SERVICES, each party reserves the right to terminate their agreement at any time. BRIGHTBYTE STUDIO shall have the right to bill pro rata for work completed up to and including the date of that request, plus any expenses incurred, while reserving all rights under these TERMS and to the work. If the CLIENT does not provide the information or approvals required for the SERVICES within a period of 60 days from the date it was requested by BRIGHTBYTE STUDIO, or does not respond to contact within 60 days, then BRIGHTBYTE STUDIO will deem this to be a cancellation of the agreement. 21. CANCELLATION OF ON GOING SERVICES Any ongoing SERVICES provided to the CLIENT by BRIGHTBYTE STUDIO can be cancelled by the CLIENT at any time. The CLIENT must give BRIGHTBYTE STUDIO at least 14 days notice either in writing or by . The CLIENT shall not be entitled to a refund for any part of a month or year for SERVICES yet to be provided which have been paid in advance. Please note: The payment of website design SERVICES in regular monthly instalments (the pay monthly option) is not considered an ongoing service and cannot be cancelled at any time within the minimum 24-month payment period. If the CLIENT is cancelling the website hosting and domain name registration service (e.g. the CLIENT wishes to move the website to a different web host) then BRIGHTBYTE STUDIO will release and hand over all website files. This will be billed at the HOURLY RATE. If BRIGHBYTE STUDIO wishes to cancel any ongoing service provided to the CLIENT then they may do so at any time but must give the CLIENT at least 14days notice in writing or by COOKIES AND PRIVACY BRIGHTBYTE STUDIO will support the CLIENT in ensuring the website complies with the Privacy and Electronic Communications Regulations (updated 26 May 2011).

14 13 / 14 BRIGHTBYTE STUDIO will inform the CLIENT of their responsibilities, including offering their services in carrying out an audit of any cookies used on the site, and providing information about the technical options available to achieve compliance. Ultimate responsibility for compliance lies with the CLIENT. 23. LIMITED LIABILITY The CLIENT hereby agrees that any material submitted for publication on a website will not contain anything leading to an abusive or unethical use of the web hosting service or host server. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel. The CLIENT hereby agrees to indemnify and hold harmless BRIGHTBYTE STUDIO from any claim resulting from the CLIENT s publication of material or use of those materials. For as long as BRIGHTBYTE STUDIO is responsible for hosting and administration of the SERVICES, BRIGHTBYTE STUDIO shall take all reasonable measures to protect the CLIENT s website or software including responsibility for daily data backups and regularly overseeing its security against illegal or unauthorised use. The CLIENT acknowledges that BRIGHTBYTE STUDIO cannot guarantee the security of the SERVICES. If, at any time, the CLIENT is aware of any infiltration, or suspects that such infiltration may be taking place, it shall notify BRIGHTBYTE STUDIO immediately. BRIGHTBYTE STUDIO total liability arising in connection with work provided under the QUOTATION and these TERMS shall be limited to the total cost of SERVICES ordered by the CLIENT from BRIGHTBYTE STUDIO during that financial year. BRIGHTBYTE STUDIO shall not be liable for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation (howsoever caused) which arise out of or in connection with the SERVICES.

15 14 / INDEMNIFICATION The CLIENT shall defend, indemnify and hold harmless BRIGHTBYTE STUDIO and its employees, agents and subcontractors from all liabilities, claims and expenses, including all reasonable legal fees that may arise or result from: Any service provided or performed or agreed to be performed or any product sold by the CLIENT, its agents, employees or assigns. Any injury to person or property caused by any products or services sold or otherwise distributed in connection with BRIGHBYTE STUDIO. Any material supplied by the CLIENT that infringes on the proprietary rights of a third party. The CLIENT s use of electronic commerce. Any defective product which the CLIENT has provided via the SERVICES. 25. NON-DISCLOSURE BRIGHTBYTE STUDIO, its employees and subcontractors agree that, except as directed by CLIENT, it will not at any time disclose any confidential information to any person. 26. ENTIRE UNDERSTANDING These TERMS and the corresponding QUOTATION form the sole agreement between the CLIENT and BRIGHBYTE STUDIO regarding BRIGHTBYTE STUDIO s web design and ongoing SERVICES. These TERMS shall be governed and construed in accordance with English law. The parties agree that if any part, term or provision of these TERMS shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected.

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