The following terms and conditions refer to Mid Sussex Websites (“The Agency”) and its relationship with its clients and potential clients.
General Terms & Conditions of Business
1.1 Quotes & Prices
1.1.1. All quotes/estimates are valid for 60 days from the date of submission and are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should the client’s requirements change at any time.
1.1.2. Where requested and/or required The Agency will attempt to provide stock images that are covered by the Creative Commons CC0 licence, however, assets such as photography, stock images, delivery, copywriting, fonts etc. that may be required and cannot be obtained via such licence may be charged extra to the client and The Agency will notify before proceeding.
1.1.3. If a contract or hourly price has not been fixed for the term of a contract, our standard hourly rate of £120 per hour will apply. The Agency reserves the right to alter the hourly rate at any time as business needs dictate.
1.1.4. Any tasks or services that fall outside the defined agreement or contract (termed ‘out-of-scope work’) will be billed separately at our standard hourly rate of £120 per hour. This applies to all requests and necessities that arise outside the initially agreed project or service scope. The Agency reserves the right to make alterations to the hourly rate at any time in response to evolving business needs.
1.1.5. Quotes/estimates are based on The Agency’s current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
1.1.6. Any estimates given by The Agency as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only and time shall not be of the essence.
1.1.7. Any stated timescale is reliant upon the client providing all required information/copy/images within the time set out at project initiation.
1.2 Methods
1.2.1. The Agency reserves the right to sub-contract the fulfilment of an order or any part thereof.
1.2.2. Should the Client supply text, artwork or images, The Agency is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.
1.2.3. The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
1.2.4. Origination and/or conceptual work and any copyright subsisting therein shall remain the property of The Agency unless otherwise agreed in writing with the Client.
1.2.5. The Client’s property and property supplied to The Agency on behalf of the Client, while it is in the possession of The Agency or in transit to or from the Client, will be deemed to be at Client’s risk unless otherwise agreed and the Client should insure accordingly.
1.2.6. When required to expedite project delivery ahead of the time needed for proper production of a given deadline, The Agency shall not be liable for defects occasioned thereby. Should such delivery require payment of overtime wages, delivery charges or other additional costs, all such extras will be for the Client’s account.
1.2.7. The Agency shall not be required to use, print, upload or hold any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of a third party.
1.3 Invoices & Payment
1.3.1. Payments must be made no more than 15 days after the date of issued invoices unless otherwise agreed in writing in advance. Any payment outstanding may, at The Agency’s discretion, be charged at 8% per annum for each day it is delayed.
1.3.2. We understand and will exercise our statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998 amended by European Directive 2000/35/EC if we are not paid according to these terms.
1.3.2. All work remains copyrighted to The Agency until settlement of relevant fee account.
1.3.3. Invoices are not subject to UK VAT unless specified.
1.3.4. All payments must be in UK Pounds Sterling unless otherwise agreed with the Client.
1.3.5. If The Agency incurs any costs as a result of the Client’s neglect or default, The Agency may charge those costs to the Client in addition to the contract price.
1.3.6. The Client shall pay for any preliminary work which is produced at his/her request, whether experimentally or otherwise. A 50% rejection fee of the remaining amount is applicable on all work executed by The Agency should the Client cancel their contract/order in addition to the owed amount on the work already completed.
1.3.7. When payment is overdue, The Agency may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment therefore becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.
1.3.8. The Agency may require payment in advance, or a deposit of at least 50% of the quote/estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.
1.3.9. If no contact is received or work on a project ceases to progress beyond a four week period, this may be considered a termination of the project and a new SOW may be written and may incur termination charges.
1.4 Proofing
1.4.1. Proofs, pull samples, specimens, sketches, photographs, links or any representation, whether partial or total, of the finished article in whatever form may be submitted to the Client for approval.
1.4.2. After approval, the Client shall have no claim against The Agency for errors in the exemplar as approved by them.
1.5 Insolvency
1.5.1. If the Client ceases to pay their debts in the ordinary course of business or cannot pay their debts as they become due or is deemed to be unable to pay their debts or have a winding-up petition issued against them or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against them, The Agency without prejudice to other remedies shall:
1.5.1.1. Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due to the client.
1.5.1.2. In respect of all unpaid debts due from the Client have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.
1.6 Force Majeure
1.6.1. The Agency shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, serious illness, disease, pandemic, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may by written notice to The Agency elect ‘to terminate the contract and pay for work done and materials used’, but subject thereto shall otherwise accept delivery when available.
1.7 Information Provided by You
1.7.1. You warrant that the name, address and payment information provided when you place your order with The Agency will be correct and you agree to notify The Agency of any changes in the name, address and/or payment details.
1.7.2. You agree that The Agency may disclose your name and address where any enquiries are made.
1.7.3. You warrant that you possess the legal right and ability to enter into this Agreement and to use The Agency’s services in accordance with this Agreement.
1.8 Indemnity
1.8.1. The Client shall indemnify us and keep us indemnified and hold us harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement, or arising out of claims based upon or relating to our work for you or any claim brought against us by a third party resulting from the provision of any Services to you and your use of them.
1.8.2. The Agency will notify you promptly of any claim for which The Agency seeks specific indemnification at the currently supplied address. The Agency will afford you the opportunity to participate in the defence of such claim, provided that your participation will not be conducted in a manner prejudicial to The Agency’s interests, as reasonably determined by The Agency and/or its legal representatives.
1.9 Limitation of Liability
1.9.1. All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, are subject always to sub-clause 1.9.2.
1.9.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
1.9.3. In any event, no claim against The Agency shall be brought unless you have notified The Agency of the claim within one year of the issue arising.
1.9.4. In no event shall The Agency be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of business, contracts, anticipated savings or profits or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by The Agency’s negligence or the negligence of its servants or agents or otherwise) which arise out of or in connection with the provision of any goods or services by The Agency.
1.9.5. The Agency warrants that its services will be provided using reasonable care and skill. Where The Agency supplies any goods supplied by a third party, The Agency does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods to The Agency.
1.10 General Terms
1.10.1. These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England and you hereby submit to the non-exclusive jurisdiction of the English courts.
1.10.2. The Agency shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control.
1.10.3. All quotes/estimates, briefs and other Client/Agency documents are commercially confidential and may not be disclosed to third parties without a prior written agreement.
1.10.4. These terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between The Agency and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral: between The Agency and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you confirm that you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.
1.10.5. Any notice to be given by either party to the other may be sent by either email or post to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two days following the date of posting.
1.10.6. Headings, numbering and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
1.10.7. You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and The Agency as a result of your use of these services. You agree not to hold yourself out as a representative, agent or employee of The Agency. You agree that The Agency will not be liable by reason of any representation, act or omission to act by you.
1.10.8. The Agency reserves the right to revise, alter, modify or amend these terms and conditions, and any of our other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.
1.10.9. If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will be not be deemed to be prejudiced.
1.10.10. This Agreement takes effect on the date on which you order our services. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions.
1.10.11. You shall not assign this Agreement or any benefits or interests arising under this Agreement without The Agency’s prior written permission.
1.10.13. The Agency reserve the right to market the work produced both privately and publicly in all formats (digital, print). This also includes social media marketing campaigns.
1.10.15. Source files are kept on record for 3 months and then copies will be purged or cannot be guaranteed for recovery.
1.11 Service Level Agreements
1.11.1. The hours provided in Service Level Agreements (SLA) can be used in any way, other than for fixed costs and essential services – such as web hosting or advertising placement – or towards payment of debts or existing/quoted jobs.
1.11.2. Once an account handler at The Agency has been given a job brief as part of the SLA, should the work take longer than 30 minutes, we will endeavour to provide a total estimate of how long the job will take for approval by the Client before any work is commenced.
1.11.3. For each job requested by the Client as part of the SLA, a minimum of 15 minutes will be deducted from the remaining SLA time allowance.
1.11.4. All hours worked as part of an SLA are recorded and can be forwarded to the Client on request.
1.11.5. Once a Client approaches the final two hours of their SLA allowance, The Agency will endeavour to notify them automatically via email, providing the opportunity to purchase another SLA.
1.11.6. Any hours that have not been used within the initial 12 months after purchase will roll over to the following year, up to a maximum of 24 months. However, although The Agency reserves the right to increase the hourly rate as business needs dictate, the hours in an SLA will be honoured at the original rate at which they were purchased for one year, after which time, any roll-over hours will be applied to subsequent years at the new hourly rate.
Digital Media Terms & Conditions
2.1 Programming
2.1.1. The Agency can only program sites to be as secure as reasonably possible at the time of delivery and cannot offer indemnity against future threats/developments.
2.1.2. Once The Agency has deemed a project to be complete, any amendments will be charged at The Agency’s standard hourly rates.
2.1.3. The Agency develops websites for compatibility with the current version of the major browsers (Microsoft Edge, Chrome, Safari, Firefox): not all previous versions or every browser.
2.1.4. With regards to SEO (Search engine optimisation), it must be made clear what search engines are deemed appropriate for the application to be compatible with which may involve additional work and costs to pre-render the application otherwise Google is accepted as the default.
2.1.5. Any updates or modifications made either by software updates, code tampering or infrastructure changes by the client cannot be guaranteed against the final deliverable and would therefore mitigate The Agency as responsible for cause of anything that should happen as a result of the updates or modifications.
2.2 Ownership
2.2.1. You will own all elements of text, images and data that you provided, unless someone else owns them.
2.2.2. We will own the unique combination of these elements that constitutes a complete design and we will license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
2.3 Content
2.3.1. Unless content production (copywriting) is part of the agreement, the Client shall supply the copy for their web pages in clear and usable permanent or electronic form and shall be entirely responsible for the content of the web pages.
2.3.2. All images uploaded to websites by the Client (via CMS, FTP or other) should be optimised (compressed file size). The Agency can provide advice on the best image editing software, but accepts no responsibility for the performance or compatibility of third-party software, or the results they produce.
2.3.3. When a test link is provided, it is the responsibility of the Client to test the functionality, read and check all copy, as well as approve the design and images used before approval is given.
2.3.4. The Agency will advise on the importance of a privacy policy but it’s the responsibility of the Client to create and validate their own terms specific to their needs and seek legal advice where they can.
2.4 Website & Email Content & Use (where services are provided by The Agency)
2.4.1. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server. You warrant the accuracy, truthfulness and reliability of any information (including, where applicable, statements of opinion or advice) which you place or allow to be placed on your web pages. You warrant that you are authorised to promote and/or provide any information which you promote and/or provide on your web pages (for example if you are providing financial information, that you hold any necessary authorisation under all relevant legislation including the Financial Services Acts).
2.4.2. You represent, undertake and warrant to us that you will use the webspace allocated to you and your website only for lawful purposes. In particular, you represent, warrant and undertake to us that:
2.4.2.1. You will not use the webspace and/or website in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.
2.4.2.2. You will not host, post, publish, disseminate, link to or transmit:
2.4.2.2.1. Any material or information which is unlawful, infringing, threatening, abusive, malicious, defamatory, obscene, indecent, blasphemous, profane or otherwise objectionable in any way.
2.4.2.2.2. Any material containing a virus or other hostile computer program.
2.4.2.2.3. Any material or information which constitutes, or encourages the commission of a criminal offence, or which threatens, harasses, stalks, abuses, disrupts or violates the legal rights (including rights of privacy and publicity) of others, or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
2.4.2.2.4. You will not send bulk email, whether opt-in or otherwise, from our network. Nor will you promote a site hosted on our suppliers network using bulk email.
2.4.2.2.5. You will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.
2.4.2.2.6. You shall observe the procedures which we may from time to time prescribe and you shall make no use of the Server which is detrimental to other customers.
2.4.2.2.7. You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.
2.4.2.2.8. In the case of an individual User, you warrant that you are at least 16 years of age and if the User is a company, you warrant that the Server will not be used by anyone under the age of 16 years.
2.4.2.2.9. You are entirely responsible for any civil or criminal liability that is incurred as a result of any use of your web pages. If you post or allow to be posted a defamatory or libellous message, it is you that will be deemed to have published it and you shall be liable for the consequences of it.
2.4.2.2.10. We and our suppliers reserve the right to remove any material which they deem inappropriate from your web site without notice (specifically, but not restricted to, Warez and illegal MP3 content).
2.4.2.2.11. If you advertise or offer to sell goods or services via your web pages, you undertake to provide goods in conformity with any description and warranties made. You agree to comply with all relevant legislation including Advertising and Broadcast regulations, Consumer Credit Acts and Trades Descriptions Acts. If you are advertising goods in the course of a trade or business this must clearly be so stated.
2.5 Charges
2.5.1. All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us and shall be due and payable in advance of their service provision. We reserve the right to change pricing at any time, although all pricing is guaranteed for the current subscription period.
2.5.2. Payment is due each anniversary month, quarter or year following the date the Services were established until closure notice is given.
Website Hosting Conditions
Summary
The Agency offers setup of multiple related website services such as website hosting and database hosting services, domain name registration services, through the use of third party providers and is subject to requirements set out in these terms and conditions and any other relevant terms and conditions, policies and notices which may be applicable to the supply of hosting services.
Where the client chooses to use their own preferred web hosting and/or domain name registration service providers, it is not the responsibility of The Agency to maintain payment and hosting of the web services.
Below is a summary of the main points covered in these terms:
- Whilst we and our suppliers will always endeavour to give you the best possible level of service, we cannot guarantee 100% availability of service.
- The Agency and our suppliers accept no responsibility for any losses caused through a loss of service.
- The Agency will not be liable for any costs to restore your service once it has been removed. Specifically, any websites with databases will require reprogramming once they have been removed from their original server.
- Any work undertaken by The Agency at the request of the Client will be charged at our standard hourly rate of £120 per hour, including investigations regarding problems or loss of service that are not due to The Agency or our suppliers. The Agency should only be contacted after you and your IT professional/advisor have established that any problems are not due to you or your systems.
