1. Definitions
The following Terms and Conditions document is a legal agreement between Haarty Hanks, hereafter “the Agency”, and “the Client” for the purposes of website design or development. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.
2. Acceptance of Work
Quotations are valid for 30 days from date of issue.
When the Client places an order to purchase a website or website updates from the Agency, the order represents an offer to the Agency to purchase the website or website updates. Acceptance of these terms and conditions is agreed from the moment the Client signs website agreement, hosting agreement, support agreement, order form or on the payment of the first invoice issued by the Agency.
The Agency reserves the right to withdraw from the contract at any time prior to acceptance.
Additional work requested by the Client that is not specified in the original agreement is subject to an additional quotation/charge by the Agency on receipt of specification. If the work is needed as part of an existing project, then this may affect time scales and overall delivery time of the project.
3. Permission and Copyright
Copyright of completed web designs, images, pages, code and source files created by the Agency for the project shall remain with the Client unless otherwise agreed in writing. Without agreement, ownership of designs and all code remains the property of the agency with the Agency. Copyrights can and will only be transferred on settlement of all balances.
These terms of use grant a non-exclusive limited license so that the Client can use the design on one website on one domain name only. The Client is not permitted to use a design for more than one website without prior written agreement between the Client and the Agency.
The Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and the Agency.
The Client hereby agrees that all media and content made available to the Agency for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend the Agency from any claim or suit that may arise as a result of using the supplied media and content.
The Client agrees that the Agency may include development credits and links within any code the Agency designs, builds or amends. If the Agency designs or develops a website for a Client, then the Client agrees that the Agency may include a development credit and link displayed on the Client’s website.
The Client agrees that the Agency reserves the right to include any work done for the Client in a portfolio of work.
The Client agrees to abide by the terms of any third party software or media included within any work done for the Client. Examples of this include, but are not limited to, Googlemaps, Media under the Creative Commons license, RSS feeds, Open Source GPL Software etc.
Any software developed on a bespoke basis, as an Open Source extension or customised component will remain the intellectual property of the Client unless otherwise explicitly agreed in writing between the Client and Agency.
4. Material
The Agency reserves the right to refuse to handle:
- Any media that is unlawful or inappropriate.
- Any media that contains a virus or hostile program.
- Any media that constitutes harassment, racism, violence, obscenity, harmful intent or spamming.
- Any media that constitutes a criminal offence, or infringes privacy or copyright.
The Agency is not responsible for altering, correcting or proofing web content and narrative.
If all text, narrative, web copy has not been submitted within 30 days from the date of signed agreement or first paid deposit, whichever comes first, the Company reserves the right to invoice for all remaining balances upon successful completion of development of the website/project. The Agency agrees to input all outstanding content within 3 working months so long as all outstanding content has been submitted within 6 months of completion of development and balance settled in full. Content, narrative, text, whether agreed or not, supplied after this will be subject to charge.
All text, narrative, web copy should be provided in word format either by email, cd or uploaded to the cloud with full access rights provided. Time required to retype will be charged at the standard hourly rate.
All images should be supplied at 300dpi by email, cd or through the cloud with full access rights provided for the Agency to download the material.
5. Domain Names and Hosting
Notwithstanding that the Client may be named as Registrant the Agency retains all title to domain names registered until all applicable domain name registration fees have been paid in full by the Client. If payment is not received within our terms the domain name registration will be cancelled and the Client will be responsible for the payment of all fees, loss of profit and administration costs incurred. Should the Client apply for re-tagging or any other registration changes before all outstanding amounts on the Clients account have been paid in full, the Client will be responsible for all expenses incurred by the Agency in collecting payment for the name or for renewal fees.
The Agency accepts no responsibility for the use of any domain name or for any conflict with trademarks or with proprietary rights to names in other contexts.
The Agency reserves the right to withhold IPS tag changes and name registration changes until all outstanding invoices on the Clients account have been paid in full. In the event that at a Clients behest Nominet changes the tag without our agreement, the Client will be responsible for all our resultant administration and debt collection costs.
The Client recognises and is responsible for its compliance with Section 33 of the Companies Act 1985 and indemnifies the Agency from all consequences of registering domain names deemed not to be in compliance thereto.
All domain names, website hosting and email hosting are registered for a minimum period of one year. The Agency shall provide reasonable notice to the Client for renewal of a service. If you do not wish to continue you must provide minimum 30days notice to the Agency in writing otherwise the next twelve month period charges will be payable in full.
The Agency is responsible for email services only if explicitly subscribed to through a hosting package. The Agency provides two types of email mailboxes, Standard Mailbox and Advanced Mailbox. All Advanced Mailboxes are £20/+vat per annum. Advanced mailboxes include virus scanning and spam filtering, and can be accessed by roaming (authenticated) SMTP. Advanced mailboxes also feature 1GB space, whereas Standard mailboxes are limited to 50 MB.
The company reserves the right to refuse service and/or access to its servers to anyone.
- The Company does not allow any of the following content to be stored on its servers:Adult material - includes all pornography, erotic images, or otherwise lewd or obscene content.
- Excessive download content or non-linked content.
- Any material that infringes UK or International Law or the Law of the Land for which the website operates.
The Company reserves the right to move your data to a different server or data centre with no previous notice.
If you exceed the limits on our database products (MS SQL and MySQL), bandwidth or web space then we will automatically charge you for the additional space you use at our current prices.
The Agency will do it best to provide 99.99% uptime at all times, however, in the unfortunate event of a server failure, the Client will hold the Agency free from any liability.
6. Projects
The Client agrees that an HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by Internet browser software. The Agency agrees to try to match the design as closely as is possible when building the code.
During a website project it is important that the Client communicates information to the Agency to achieve the required result.
The Agency offers a maximum of 4 hours alterations on projects costing £3000 and above. All alterations are to be requested in writing either by email or postal mail by the Client. After the allocated time for alterations is used up, either in design or coding, the Agency will advise the Client of such and send a further quotation to the Client. Payment for any further alterations will have to be made in full before work can commence. Upon completion of agreed design, the Client is asked to confirm in writing by email or postal mail that the design is signed off as complete and agree that any further design alterations are chargeable.
Depending on the scope and type of project, the Agency will provide the Client with artwork ideas. It is the responsibility of the Client to provide feedback in writing either by electronic or postal mail. If the client does not communicate with the Agency and provide comments or any feedback with alternations or express any dissatisfaction within 21 days from the date artwork was submitted for approval, the Agency reserves the right to continue with the project towards completion and invoice as necessary and as stipulated in the agreed scope of works or order form. Any request fors change to artwork provided after the time period specified will be subject to charge at the Agency hourly rate prevalent at the time. The minimum hourly charge is £100.00 plus vat.
On completion of a website development project, the Agency will present the final website to the client for sign off. If the client does not communicate with the Agency and provide comments or any feedback with alternations or express any dissatisfaction within 21 days from the date the completed website submitted for final sign off, the project will be deemed as ‘accepted’ thus closed. Any requests made after the time period specified will be billed on an hourly basis at the rate prevalent at the time. The minimum charge per hour is £100.00 plus vat. Any requests made whether during the time period stipulated or not if related to artwork or functionality will be chargeable. Changes will only be addressed if the Agency have not followed or have worked outside of the agreed scope of works or brief agreed and signed off.
If the Client requests design or content alterations to pages that have already been completed, new pages or different functionality other than that specified in the original quotation, the Agency reserves the right to quote separately for these alterations.
If optimised pages are included as part of the project, the Agency will optimise the Client’s web pages that already make up part of the project. Optimised pages are not the creation of new pages. The optimisation of the web pages can include meta tags, keywords, description, title, alt tags and text provided by the Client.
The Agency endeavours to create pages that are accessible to search engines. However, the Agency gives no guarantee that the site will become listed with search engines.
If an error or issue with the design or code arises during the project, which does not allow the design or code to match the original specification, then the Agency agrees to provide a fix or alternative solution.
The Agency at all times applies reasonable skill and care in provision of services.
On request, the Agency can create a copy of the website on one CD to be posted to the Client on project completion and settlement of the final balance. A small charge will be made to cover the cost of this, unless agreed otherwise. The Client will not be able to receive any code, extension, application or graphical element that remains the intellectual property of the Agency unless explicitly agreed in writing with the Agency.
Once the project is completed, the Agency will upload the website to the Client’s live web address if included as part of a project.
The Agency reserves the right to assign subcontractors in whole or as part of a project if needed.
All communications between The Agency and Client shall be by telephone, email, Skype or postal mail, except where agreed otherwise in writing.
7. Payment Terms
Prices are subject to change without notice.
All quoted prices are exempt of VAT.
All invoices must be paid in full within 14 days of the invoice date, except where agreed at the Agency’s own discretion.
The Agency reserves the right to decline further work on a project if there are invoices outstanding with the Client.
The Agency reserves the right to refuse or terminate any site or part of a site in the event that fees are not paid.
Unsettled invoices exceeding 30 days will be referred to a debt collection agency therefore subject to a surcharge of 15% of the total amount outstanding.
Late payments will incur interest charges at 8% above the Bank of England’s base rate per month.
8. Liability and Warranty Disclaimer
The Client agrees that the Agency is not liable for any bugs, performance issues or failure of any open-source software distributed under the GPL (“GNU General Public License”).
The Agency endeavours to provide a website within given delivery time scales to the best of its ability. However, the Client agrees that the Agency is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery time scale.
The Client agrees that the Agency is not liable for any failure to carry out services for reasons beyond its control, including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
The Agency is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.
On handover of files from The Agency to Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.
Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, the Agency reserves the right to cancel forthwith any projects and invoice the Client for any work completed. All files and material will become the property of the Agency until settlement has been made in full.
The Agency shall have no liability to the Client or any third parties for any damages, including but not limited to claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or website.
There are sometimes laws and taxes that affect Internet e-commerce. The Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend the Agency and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet e-commerce.
9. Nondisclosure
The Agency and any third party associates agree that, unless directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. The Client agrees that it will not convey any confidential information about the Agency to another party, unless agreed in writing with the Agency.
10. Privacy Policy
The Agency and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998. This information will also be used to identify the Client in communications with them and to contact the Client from time to time to offer those services or products that may be of interest to or benefit the Client.
11. Interpretation
The Agency reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these Terms and Conditions. The Agency shall be the sole arbiter in deciding what constitutes a breach. No refunds will be given in such a situation.
Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
These Terms and Conditions is a legal document under the exclusive jurisdiction of English Law and Courts.
This contract remains in force and need not be renewed.
By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.
The Agency reserves the right to alter these Terms and Conditions at any time without prior notice. The latest Terms and Conditions can be found at the Agency’s website at http://haartyhanks.com/terms-conditions.html.
12. Statutory Rights
These Terms and Conditions do not affect your statutory rights as a consumer.
