Terms of Business
Definitions
As used herein and throughout the Agreement:
Terms: The Terms of Business specified in this document.
BETWEEN: The agency in which the Client proposes to work with.
Client: The individual or company commissioning the SERVICES.
Services: The work provided by BETWEEN as described in the PROPOSAL.
Proposal: 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, email or written correspondence, or verbal conversation.
Change Order: Changes to the PROPOSAL of work agreed to by the CLIENT.
Mileage: Billed at current HMRC approved mileage rates. Distances are calculated from Cowes, Isle of Wight.
Business Day: Means a day which is not a Saturday or Sunday or public or bank holiday in England and Wales.
Client Content: Means all materials, writing, images or other creative content provided by Client to be used in preparing or creating the Deliverables.
Deliverables: Means the work product specified in the PROPOSAL to be delivered by BETWEEN to the CLIENT as specified in the PROPOSAL.
Change Request: a request for a change made by the CLIENT or BETWEEN.
Unless otherwise stated in the PROPOSAL, the following standard TERMS apply. They are intended to protect
General
BETWEEN reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial.
Authorisation
All work is carried out by BETWEEN on the understanding that the CLIENT has agreed to these TERMS. The CLIENT may indicate their acceptance of the PROPOSAL and these TERMS either by a signed agreement in writing; accepting a PROPOSAL online; a confirming email; or by paying a deposit for work outlined in the PROPOSAL.
The CLIENT hereby authorises BETWEEN 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 PROPOSAL, the CLIENT authorises BETWEEN to upload any files to the World Wide Web in order to provide the SERVICES; and to submit a completed website to internet search engines unless stated otherwise in the PROPOSAL.
Responsibility
BETWEEN will not be responsible for any loses or damages the CLIENTS business may suffer. BETWEEN makes no warranties of any kind, expressed or implied for SERVICES provided. BETWEEN disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data or loss of income or sales resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by BETWEEN, its employees, suppliers, customers or any third party.
Accreditation And Promotion
BETWEEN shall be entitled to place designer and/or developer accreditation, as a hyperlink or otherwise, in the form, size and location as reasonably required by BETWEEN on each page of CLIENT website, app or printed publication and for it to remain there whilst the website, app or printed publication is in use by CLIENT. BETWEEN may remove the link at any time. The CLIENT may only remove it with prior permission from BETWEEN.
BETWEEN retains the right to reproduce, publish and display any elements of a CLIENT website, design or other such provided SERVICES in BETWEEN’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of such elements to the extent created by BETWEEN.
Copyrights and Trademarks
The CLIENT declares that it holds the appropriate copyright and/or trademark permissions for any information that it asks BETWEEN to include on a website, app, publication printed or any other format under the SERVICES, including text and images. The CLIENT agrees to fully indemnify and hold BETWEEN 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 BETWEEN 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.
BETWEEN will provide image files of any parts of the design to the CLIENT on request. This will be chargeable.
Rights to photos, graphics, source code and computer programs are specifically not transferred to the CLIENT, and remain the property of their respective owners.
To the best of BETWEEN’s knowledge, the SERVICES, excluding any content or Trademarks provided by the CLIENT, do not infringe the rights of any third party, and use of same in connection with the SERVICES and as anticipated by the PROPOSAL will not violate the rights of any third parties.
Proposals and Pricing
BETWEEN will either:
Provide a fixed estimate for SERVICES. If it is not possible to accurately predict the amount of work in advance then BETWEEN will quote a maximum price. The final bill will be less than or equal to the maximum price agreed. BETWEEN will not exceed the agreed quote without prior approval from the CLIENT.
Charge an hourly rate for SERVICES. Billable time will be rounded to the nearest 15 minutes, minimum half hour per task. All prices quoted are based on BETWEEN’s current understanding of the CLIENT’s requirements, as described in the PROPOSAL. Any changes to these requirements may affect the price.
The PROPOSAL will list the exact specification of the work and the specific SERVICES to be provided.
Completion Date
BETWEEN will book in the work and provide a predicted completion date once the CLIENT has accepted the PROPOSAL and paid any initial deposit. Any completion date should be viewed as an estimate. BETWEEN cannot be held responsible for any delays, whatever the cause.
Changes To Project Scope
If the CLIENT wants to change the scope of the PROPOSAL the CLIENT is required to provide BETWEEN a CHANGE ORDER in writing either by email or post describing the requested changes in detail. Within seven (7) days of receiving a CHANGE ORDER, BETWEEN will respond with a statement setting out BETWEEN’s availability, additional fees, changes to delivery dates or milestones, and any required modification to the PROPOSAL. BETWEEN will be entitled to charge for evaluating each CHANGE ORDER at its standard rates.
The CLIENT will have seven (7) days to respond in writing either by email or post accepting or rejecting the new PROPOSAL. If the CLIENT rejects the PROPOSAL, BETWEEN will not be obligated to perform any SERVICES beyond those in the original PROPOSAL. BETWEEN’s response may be for a change to the Project price or for the additional work to be carried out on a time and materials basis.
BETWEEN shall not begin work on the revised SERVICES until it receives written acceptance from the CLIENT of the new PROPOSAL.
Additional Expenses
The CLIENT agrees to reimburse BETWEEN 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 an hourly rate plus expenses.
Payment
The CLIENT must pay for the work in full following receipt of an invoice from BETWEEN. Payment is due when BETWEEN completes each milestone as listed in the PROPOSAL. If there are no milestones then payment is due on completion of the SERVICES.
Whilst any payment due under the agreement remains outstanding, BETWEEN shall be entitled at its sole and absolute discretion to withhold provision of any goods or SERVICES it would otherwise be obliged to provide under the agreement.
Invoices shall list any expenses and additional costs as separate items. Unless otherwise agreed in writing the SERVICES will not proceed to the next following milestone (if any) until all invoices applicable to all prior milestones (if any) have been paid in full.
All invoices must be paid in full by the due date(s) listed. Late payment fees of 5% of the total invoice value will automatically be added every twenty eight (28) days after the due date. In case debt collection or legal action prove necessary, the CLIENT agrees to pay all fees incurred.
BETWEEN reserves the right to remove the CLIENT’s website or other SERVICES from viewing on the Internet if payment is not made in full within twenty eight (28) days of the invoice due date. BETWEEN 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. BETWEEN accepts no liability for any losses that the CLIENT incurs if the website is removed from the Internet due to non-payment.
If cancellation of SERVICES by either BETWEEN or the CLIENT takes place part way between payment stages or before the completion of SERVICES. BETWEEN will charge the CLIENT a cost that is representational of the SERVICES carried out up to the point of cancellation. The cost is non negotiable by the CLIENT.
Payment shall be made by BACS transfer or direct debit. In some cases, PayPal payments may be acceptable.
Ongoing Support & Maintenance 30 Days’ Free Support
All work comes with 30 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 with SERVICES provided by BETWEEN (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 30 day period has expired, even if these were present when the work was originally handed over.
Client Responsibilities
The CLIENT shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision making with parties other than BETWEEN; (b) provision of locations and subjects; (c) approval of work in progress.
Cancellation
Cancellations must be made in writing either by email or post, before the initial project payment has been made. Once the initial payment has been made it is deemed as non-refundable due to time spent on the project by BETWEEN.
BETWEEN may immediately terminate the agreement by notice in writing either by email or post to the CLIENT if the CLIENT fails to pay to BETWEEN any sum due under the agreement by the due date for payment.
If the CLIENT does not provide the information or approvals required for the SERVICES within a period of sixty (60) days from the date it was requested by BETWEEN, or does not respond to contact within sixty (60) days, then BETWEEN may deem this to be a cancellation of the agreement with immediate effect.
Any ongoing SERVICES provided to the CLIENT by BETWEEN can be cancelled by the CLIENT at any time. The CLIENT must give BETWEEN at least fourteen (14)s days’ notice in writing by email or post. 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.
If BETWEEN 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 seven (7) days’ notice in writing or by email.
Database, Application, Website and eCommerce Development
BETWEEN cannot take responsibility for any losses incurred by the use of any software created for the CLIENT. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.
Where applications or sites are developed on servers not recommended by BETWEEN, the CLIENT is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed.
The CLIENT is expected to test fully any application or programming relating to a site developed by BETWEEN before being made generally available for use. Where bugs, errors or other issues are found after the site is live, BETWEEN will endeavor (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.
Compatibility
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.
BETWEEN does not guarantee that the work will be compatible with future standards, web browsers or upgrades to the software it runs on.
BETWEEN code is compliant and will render in all modern browsers. Not all browsers work well with modern code, old browsers are excluded from testing. Latest versions of popular browsers at the time SERVICES are undertook are supported but previous versions are not. Although the site will still work in older browsers I do not offer full testing and support for these or user based zoom settings, unless it is requested. If it is essential we will charge an additional fee for this.
Website Optimisation
Due to external factors, such as changes to the way search engines rank websites, BETWEEN cannot offer any guarantees regarding the position the CLIENT’s website will achieve within search engines. We cannot accept liability for any change in rankings, or drop off in the position of the CLIENT’s website due to changes in the algorithms of the search engines or the factors that they use to rank websites.
Print Design
BETWEEN cannot take responsibility for any copyright infringements caused by materials submitted by the CLIENT. BETWEEN reserves the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
The CLIENT is fully responsible for final proof and layout approval prior to the printing process. BETWEEN is not liable for errors in a final product caused by any of the following reasons: Misspelling, Graphics, Grammar, Punctuation, Wrong cuts, Incorrect or Missing Folds, Finished Product Size.
Amendments to Terms of Business
BETWEEN shall reserve the right to amend these TERMS at any time and without prior notice.
BETWEEN shall publish all the amendments to these TERMS on its official website and they shall be entered into force on that day.
It shall be deemed that the CLIENT fully agrees with the amendments to the TERMS mentioned unless BETWEEN is notified in writing of CLIENT’s disagreement within 15 (fifteen days) from the day when the amendments were published.
In the event of amendments to these TERMS, the new version of TERMS fully replaces all the previous versions for any previously completed SERVICES and DELIVERABLES, SERVICES and DELIVERABLES that are in progress or not fully completed, or SERVICES and DELIVERABLES authorised but not yet undertaken.