Website Development Terms & Conditions (Valid from 1 st January 2015)

Transcription

1 The following terms and conditions apply to all website development / design services provided by Digital42 Ltd to the Client. 1. Acceptance It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote and instructs Digital42 to proceed with the agreed work then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full. Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions. 2. Charges Charges for services to be provided by Digital42 Ltd are defined in the project quotation that the Client receives via . Quotations are valid for a period of 30 days. Digital42 Ltd reserves the right to alter or decline to provide a quotation after expiry of the 30 days. Unless agreed otherwise with the Client, all website development services require an advance payment of fifty (50) percent of the project quotation total with the order confirmation. The balance of the project quotation total, and any agreed additional costs, is due upon completion of the work prior to upload into the public domain. The balance of the project quotation total, and any agreed additional costs will also become due for payment provided Digital42 Ltd have completed the agreed development and design work of the project but the Client wishes to delay the website going live for any reason. Payment for services due should preferably be made by BACS or bank transfer. If necessary, cheques should be made payable to Digital42 Ltd and sent to the address shown in the footer of this document. Bank details will be made available on all invoices. 3. Client Review Digital42 Ltd will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Digital42 Ltd otherwise within ten (10) days of the date the materials are made available to the Client. 4. Turnaround Time and Content Control Digital42 Ltd will install and publicly post or supply the Client's website by the date specified in the project proposal, or at date agreed with Client upon Digital42 Ltd receiving initial payment, unless a delay is specifically requested by the Client and agreed by Digital42 Ltd. In return, the Client agrees to delegate a single individual as a primary contact to aid Digital42 Ltd with ensuring the commission in a satisfactory and expedient manner.

2 During the project, Digital42 Ltd will require the Client to provide website content; text, images, movies and sound files in a timely manner in accordance with the agreed schedule. 5. Failure To Provide Required Website Content: As with any service based business, to remain efficient Digital42 Ltd must ensure that work we have scheduled is carried out at the expected time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed to the pre-agreed schedule. This is why we ask that clients provide all the required information in advance or at least to the agreed schedule. On any occasion where progress cannot be made with your project because we have not been given the required information in the agreed time frame, and we are severely delayed as result, we reserve the right to mothball the project until which time the necessary information is available. We will reactivate the project the next time the necessary resources are available and previously agreed timescales will need to be revisited and agreed. Text content should be delivered as a Microsoft Word, (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. Wherever possible these pages should have the same titles as the agreed website pages. Upon completion, by using our content management system (CMS) you will be able to keep approximately 95% of your content and website structure up-to-date yourself. 6. Payment Invoices will be provided by Digital42 Ltd at the confirmation of the project go-ahead (the deposit) and upon completion of the project (the balance) but before publishing the live website. Invoices are normally sent via however the Client may choose to receive hard copy invoices should they so wish. For website development work, invoices are due for payment upon receipt by the client. Any delay in payment may result in a delay to the website going live. 7. Additional Expenses The Client agrees to reimburse Digital42 Ltd for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography, test payments on a new ecommerce site, etc but no expenditure will be incurred unless authorisation has been received from the Client in advance. 8. Use of Stock Photography When the Client provides Digital42 Ltd with photography for use on their website it is the Client s responsibility to ensure that the images are either royalty free, owned or produced by the Client (or their authorised representative) or the necessary royalty fee has been paid to the owner (or agent) of the photograph in advance of their use.

3 Any claim received by Digital42 Ltd or the Client by the royalty holder (or their authorised representative) for any unauthorised use rests with the Client to negotiate and settle. 9. Web Browsers Digital42 Ltd makes every effort to ensure websites are designed to be viewed by the vast majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer, Spartan, Chrome, Safari, etc.) and for as many mobile devices (iphone, ipad, Android, etc) as possible. The Client agrees that Digital42 Ltd cannot guarantee correct functionality with all browser software across different operating systems (it would be physically impossible to check them all) but the vast majority of potential visitors (over 95%) will be accommodated. In addition, Digital42 Ltd cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, Digital42 Ltd reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software. 10. Default Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Digital42 Ltd's web server, Digital42 Ltd will, at its discretion, remove all such material from its web server. Digital42 Ltd is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client's account. Cheques returned for insufficient funds will be assessed a return charge of 25 and the Client's account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Digital42 Ltd reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Digital42 Ltd in enforcing these Terms and Conditions. 11. Termination Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. requests for termination of services will be honoured but telephone requests unfortunately cannot be and should be confirmed in writing or by . The Client will be invoiced for design and development work completed to the date of first notice of cancellation. 12. Indemnity All Digital42 Ltd services may be used for lawful purposes only. You agree to indemnify and hold Digital42 Ltd harmless from any claims resulting from your use of our service that damages you or any other party.

4 13. Copyright The Client retains the copyright to data, files and graphic logos provided by the Client, and grant Digital42 Ltd the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Digital42 Ltd permission and rights for use of the same and agrees to indemnify and hold harmless Digital42 Ltd from any and all claims resulting from the Client's negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Digital42 Ltd that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. 14. Intellectual Property Rights When the Client accepts the project quotation total, 1 of the total amount is the sum payable by the Client to acquire the intellectual property rights for any and all design and development work carried out by Digital42 Ltd in the execution of the website project. This paragraph hereby states that in effect the Client is buying time from Digital42 Ltd to complete the project and all source code, files, images, logos, etc created by Digital42 Ltd is the property of the Client and will be provided to the client at any point in the future upon demand provided the project quotation total has been paid in full. To avoid any confusion, the spirit of this paragraph is that Digital42 Ltd will never charge the Client for any work carried out by Digital42 Ltd for which they have already been paid the agreed project quotation total. 15. Standard Media Delivery Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in.gif,.jpg,.png or.tiff format. Although every reasonable attempt shall be made by Digital42 Ltd to return to the Client any images or printed material provided for use in creation of the Client's website, such return cannot be guaranteed. 16. Design Credit Unless instructed otherwise by the Client, a link to Digital42 Ltd will appear in either small type or by a small graphic at the bottom of the Client's website. If a graphic is used, it will be designed to fit in with the overall site design. The Client also agrees that the website developed for the Client may be presented in Digital42 Ltd's portfolio. 17. Access Requirements If the Client's website is to be installed on a third-party server, Digital42 Ltd must be granted temporary FTP and database access to the Client s or the Client s third-party server. This is essential to enable Digital42 Ltd to set up the website and any associated systems. Digital42 Ltd does not guarantee continued ongoing support on third-party servers where technical restraints may be beyond our control.

5 Depending on the specific nature of the project, other resources might also need to be configured on the third-party server which will need to be done at the Client s additional expense. 18. Post-Placement Alterations Digital42 Ltd cannot accept responsibility for any alterations caused by a third party occurring to the Client's pages once installed. Such alterations include, but are not limited to additions, modifications or deletions. 19. Domain Names Digital42 Ltd may purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Digital42 Ltd. The Client should keep a record of the due dates for payment to ensure that payment is received in good time. 20. General These Terms and Conditions supersede all previous representations, understandings or agreements. The Client's signature below or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our terms and conditions. 21. Governing Law This Agreement shall be governed by English Law. 22. Liability Digital42 Ltd hereby excludes itself, its Employees and or Agents from all and any liability from: Loss or damage caused by any inaccuracy; Loss or damage caused by omission; Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site; Loss or damage to Clients artwork/photos, supplied for the site, immaterial whether the loss or damage results from negligence or otherwise. The entire liability of Digital42 Ltd to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen. 23. Severability In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid segment.