Terms & Conditions
Last Updated on Tuesday, 08 January 2013 21:35
DEFINITION OF TERMS
The Client - the entity which enters into a contract with WEB DESIGN SPOT
Domain Name - the root address of the website. All such names must be registered with the appropriate naming authority, which will usually charge a fee.
Host (Web Hosting) - the company on whose system the Website physically resides.
Link, Hyperlink - a 'clickable' link embedded on a web page which may take the form of a graphic or text.
Search Engine - a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
Website - a collection of web pages and associated code which forms an integrated presence.
The Work - the subject matter of the contract between the Client and WEB DESIGN SPOT.
You should print a copy of these terms and conditions for future reference.
The Website is operated by Web Design Spot
If you have any questions about our website please contact Customer Services.
1.1. Fee Payable
A non refundable deposit of 25% of the total fee payable under the contract is due immediately upon the signing of the contract. The remaining 75% shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause 3.3 Approval of Work and Clause 3.4 Rejected Work hereof. WEB DESIGN SPOT reserves the right not to begin the Work until the said deposit has been paid in full. The fee quoted in the contract does not include the cost of domain registration, search engine submission, web hosting set up fee (if any) or web hosting. In some circumstances, these costs can be included in the quote under contract.
1.2. Maintenance Fees
Full Maintenance is not included in the contract although as soon as the work is complete, the Client has 1 month (30 days) of free maintenance included within the Web Design service to iron out any issues after completion. After this period and under the satisfaction of both the Client and WEB DESIGN SPOT no more maintenance work can be carried out. The Client has the option to take up any maintenance if required with separate costs arising and in certain circumstances it is up to the discretion of WEB DESIGN SPOT to see if any minor changes need to be made for proper functionality of the Website. If the Client decides to take up maintenance, a separate contract will arise listing the levels of services available and shall be payable on either a month to month basis or a yearly basis. On a month to month basis, the fees will depend per hour or part thereof of the scope of the work. No fee will be required in a month where no updating is necessary. Maintenance work has its limits and is listed within that separate contract.
1.3. Web Hosting Fees
Web Hosting Fees are collected 1 month before its renewal date. An invoice will be sent out to the Client via their filed email to remind the Client that Web Hosting is due for renewal and is normally paid by BACS, although other forms of recommended payments are accepted, such as online shop payments via PayPal, etc. Other forms of payment are also under the discretion of WEB DESIGN SPOT and can be changed at any time without further notice.
2.1. Third Parties
WEB DESIGN SPOT can take no responsibility for services provided by third parties through us or otherwise, including the Host suppliers of the Client's Website, although WEB DESIGN SPOT will endeavour to ensure that Website downtime is kept to a minimum.
2.2. Maintenance and Correction of Errors
WEB DESIGN SPOT takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) attributable to WEB DESIGN SPOT will be corrected free of charge, but WEB DESIGN SPOT reserves the right to charge a reasonable fee for correction of errors for which WEB DESIGN SPOT is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to WEB DESIGN SPOT by the Client.
2.3. Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client beforehand.
2.4. Consequential Loss
Under no circumstances will WEB DESIGN SPOT be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.
2.5. Status and Duration of Offers
Proposals and offers are valid for a period of one month (30 days) from the date issued. WEB DESIGN SPOT is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
3. COMPLETION OF WORK AND PAYMENT
3.1. Completion of Work
WEB DESIGN SPOT warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. WEB DESIGN SPOT will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. WEB DESIGN SPOT will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.
3.2. Supply of Materials
The Client is to supply all materials and information required for WEB DESIGN SPOT to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client's failure to supply such materials leads to a delay in completion of the work, WEB DESIGN SPOT has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. Where the Client's failure to supply materials prevents progress on the Work for more than 21 days, WEB DESIGN SPOT has the right to invoice the Client for any part or parts of the Work already completed.
3.3. Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify WEB DESIGN SPOT, in writing via email, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to WEB DESIGN SPOT as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the 75% balancing payment under Clause 1.1 Fee Payable will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
3.4. Rejected Work
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by WEB DESIGN SPOT to remedy any points reported by the Client as unsatisfactory, and WEB DESIGN SPOT considers that the Client is unreasonable in their repeated rejection of the Work, the contract will be deemed to have expired and WEB DESIGN SPOT can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
Upon completion of the 7 day review period, WEB DESIGN SPOT will invoice the Client for the 75% balancing payment in accordance with Clause 1.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 14 days of the date that the invoice was issued.
3.6. Remedies for Overdue Payment
If payment has not been received by the due date, WEB DESIGN SPOT has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 14 days after the due date, WEB DESIGN SPOT has the right to replace, modify or remove the Website and revoke the Client's licence of the Work until full payment has been received. By revoking the Client's licence of the Work or removing the web site from the Internet, WEB DESIGN SPOT does not remove the Client's obligation to pay any outstanding monies owing.
If the Client has accepted Web Hosting directly from WEB DESIGN SPOT, it is up to WEB DESIGN SPOT to remind the Client that renewals are due. If a renewal response is not received within 2 weeks (14 days) before the renewal date by either email or mail, another reminder will go out via email approximately 7 days before renewal date. In the unlikely event that the fee is not received after the renewal date, another reminder will be sent out to the Client via email to state that payment is outstanding and should be paid immediately. WEB DESIGN SPOT will allow 2 weeks (14 days) of grace in cases where the Client cannot pay for any such reason and hence the Web Hosting account will still be kept active until the end of the 2 weeks (14 days) grace. If no payment is received after these 2 weeks (14 days) of grace then the Client’s Web Hosting will be cancelled and the Website will cease to function. After this, the Client will then need to contact WEB DESIGN SPOT via email or via the online form within WEB DESIGN SPOT’S website to re-activate the Web Hosting account upon a fully cleared payment. The Client then has another 30 days after renewal date to re-activate their web hosting account. If no response is received before this period, then the Web Hosting account will be deleted together with the contents of the web files and any databases related to it which is in turn unrecoverable from the Web Hosting servers. WEB DESIGN SPOT will have a copy of the Client’s original web files from the date of development and are recoverable by contacting WEB DESIGN SPOT; however the information may be outdated between the time of production to the current date. Therefore WEB DESIGN SPOT will not be held liable for such an action, so it is up to the Client to make sure that renewal payments are kept up to date.
4. INTELLECTUAL PROPERTY
4.1. Offers and Proposals
Offers and proposals made by WEB DESIGN SPOT to potential clients should be treated as trade secrets and remain the property of WEB DESIGN SPOT. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from WEB DESIGN SPOT. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
4.2. Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to WEB DESIGN SPOT for inclusion on the Website. The conclusion of a contract between WEB DESIGN SPOT and the Client shall be regarded as a guarantee by the Client to WEB DESIGN SPOT that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of WEB DESIGN SPOT and indemnifies the same from any claims or legal actions however related to the content of the Client's site.
4.3. Domain Name
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify WEB DESIGN SPOT, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.
Once WEB DESIGN SPOT has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 3.3 hereof, the Client will be granted a licence to use the Website, its contents and the Content Management System (CMS), also including the use of the Web Hosting Control Panel, that is if Web Hosting is taken out directly from WEB DESIGN SPOT’S Hosting Service provider, otherwise access to the Web Hosting Control Panel does not count under the contract and is considered to be a service outside of the contract by a third party Web Hosting company and therefore WEB DESIGN SPOT are not held liable for this action.
4.5. Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which WEB DESIGN SPOT or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from WEB DESIGN SPOT. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which WEB DESIGN SPOT or their suppliers owns the copyright. WEB DESIGN SPOT acknowledges the intellectual property rights of the Client. Information passed in written form to WEB DESIGN SPOT, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
5. RIGHTS AND RESPONSIBILITIES
5.1. Right to Terminate
WEB DESIGN SPOT reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
5.2. Events Beyond the Control of WEB DESIGN SPOT
WEB DESIGN SPOT will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of WEB DESIGN SPOT.
We will not be liable or responsible for any failure to perform, or delay in performance of any of our obligations to you that is caused by events outside our reasonable control (a ‘Force Majeure Event’). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes (without limitation) the following:
- (a) Strikes, lock-outs or other industrial action;
- (b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
- (c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
- (d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
- (e) Impossibility of the use of public or private telecommunications networks; or
- (f) The acts, decrees, legislation, regulations or restrictions of any government.
In the event of a Force Majeure Event, our performance is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations to you may be performed despite the Force Majeure Event.
5.3. Supply and Pricing of Services
WEB DESIGN SPOT reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
6. WARRANTY AND LIMITATION OF OUR LIABILITY
If we fail to comply with these terms and conditions, we shall only be liable to you for the purchase price of the Website and any proven losses that you suffer as a result of our failure to comply (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) which are a foreseeable consequence of such failure.
We will not be liable for losses that result from our failure to comply with these terms and conditions that fall into the following categories:
- (a) loss of income or revenue;
- (b) loss of business;
- (c) loss of profits;
- (d) loss of anticipated savings;
- (e) loss of data; or
- (f) waste of management or office time.
Nothing in these terms and conditions are intended to exclude or limits our liability for:
- (a) death or personal injury caused by our negligence;
- (b) fraud or fraudulent misrepresentation;
- (c) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
Whilst we adopt industry standard protections against computer viruses we are not able to warrant that this website is free from computer viruses or any other malicious or impairing computer program.
Nothing in these terms and conditions are intended to affect your statutory rights.
7. WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. By accessing our Website you accept that communication with us will be primarily electronic through email or notices posted on our website. For contractual purposes, by accessing this website you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
8. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise specified the intellectual property rights in the contents of all the pages in this Website, are owned or licensed to WEB DESIGN SPOT, or are used with permission from the owner.
The contents of this Website may not be copied, reproduced, modified, downloaded or used in any form without our prior written permission.
We take all feedback very seriously and aim to deal with complaints as quickly and effectively as possible..
For complaints relating to our Website and Web Development Services, please contact Customer Servicess to assist us in dealing with your complaint, please detail all aspects of the complaint, your order number and your contact details.
9.1. Customer Service Department
We aim to conclude our investigations as soon as possible after receiving the initial complaint. A likely timescale for resolution will be provided upon request, but this timescale will be dependant upon the specific nature of the complaint.
This Agreement shall be governed by the laws of the United Kingdom which shall claim venue and jurisdiction for any legal action or claim arising from the contract between WEB DESIGN SPOT and the Client. The said contract is void where prohibited by law.
10.2. Survival of Contract
Where one or more terms of the said 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.
10.3. Change of Terms and Conditions
These terms & conditions may change from time to time. The Client will be informed of revisions as and when they are issued.