The following terms and conditions apply to all services, including website development and design services, (the Services), provided by Clare Duerden (the Service Provider) to the Client, in conjunction with any relevant quotation or proposal provided to the Client by the Service Provider (Terms), unless otherwise agreed in writing. Acceptance of a quote or proposal or purchase and/or use of the Services shall be considered acceptance of these Terms
Charges for the Services are defined in the project proposal that the Client receives from the Service Provider via email. Proposals or quotes are valid for a period of 30 days. The Service Provider reserves the right to alter a proposal/quote or decline to provide the relevant Services after expiry of the 30 days.
Unless agreed otherwise with the Client, all website design services require an advance payment of a minimum of twenty (20) percent of the project quotation total before the work commences. The remaining percentage of the project quotation total is due upon completion of the work, prior to upload to the server or release of materials.
The Client agrees to reimburse the Service Provider for any additional expenses necessary for the completion of the work. Expenses may include (but are not limited to) purchase of domain names, special fonts, stock photography or premium plugins..
Hours of business
The Service Provider’s normal hours of business are Monday to Friday from 10am to 5pm (UK time). The Service Provider is under no obligation to work or respond to Client emails or calls outside of these hours, at weekends or on UK public holidays.
Invoicing and payment
The Service Provider shall submit invoices to the Client to request payment for services. Invoices are normally sent via email. Payment is due within seven (7) days of receipt of the invoice by the Client. Payment for Services is due by bank transfer or card payment using PayPal. Bank details will be made available on invoices.
If the Client fails to make any payment to the Service Provider by the due date for payment, then, without limiting the Service Provider’s remedies under or in connection with these terms and conditions, the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
Accounts unpaid thirty (30) days after the date of invoice will be considered in default. Clients with accounts in default agree to pay the Service Provider reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by the Service Provider in enforcing these Terms.
Any charges incurred by international payments or international bank transfers are not the responsibility of the Service provider. Therefore, any such charges must be paid, by the Client, in addition to the amounts invoiced by the Service Provider. Consequently, the Service Provider does not accept ‘shared charges’ for international bank transfers or international payments.
Change Control Process
If your needs change or you find you need additional features or content after a proposal document has been agreed or the project development is already underway, then the Service Provider will advise the Client if the requested changes can be included as part of the existing proposal and Services, or whether it is outside the scope of the originally agreed Services and therefore will incur an additional cost.
The Service Provider 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 the Service Provider otherwise within seven (7) days of the date the materials are made available to the Client.
Turnaround Time & Content
The Service Provider will supply the Services to the Client by the date specified in the project proposal, or at the date agreed with Client upon the Service Provider receiving initial payment, unless a delay is specifically requested by the Client and agreed by the Service Provider.
In return, the Client agrees to provide the Service Provider promptly with all necessary co-operation, information, materials and data, access to staff and timely decision-making which may be reasonably required by the Service Provider for the performance of the Services. This shall include the Client delegating a single individual as a primary contact to aid the Service Provider with progressing the work or project in a satisfactory and expedient manner.
The Service Provider will require the Client to provide the correct content for the project; text, images, movies and sound files, along with any relevant background information.
NOTE: Text content must be delivered as a Microsoft Word, Google Doc, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages must have the same titles as the agreed website pages. Contact us if you need clarification on this.
Failure to provide required content
On any occasion where progress cannot be made with the Services because the Service Provider has not been given the required information in the agreed time frame, and is delayed as result, we reserve the right to impose a surcharge of up to 25% of the costs quoted in the proposal.
If the Client agrees to provide us with the required information and subsequently fails to do this within seven (7) days of the agreed timeframe, we reserve the right to close the project and the balance remaining becomes payable immediately.
The Service Provider makes every effort to ensure websites and webpages are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Google Chrome, Safari etc.). The Client agrees that the Service Provider cannot guarantee correct functionality with all browser software across different operating systems.
The Service Provider cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client. As such, the Service Provider 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.
Termination of Services by the Client must be requested via an email to the Service Provider and will be effective on the date of receipt of such notice. Telephone requests for termination of Services will not be honoured unless confirmed in writing. The Client will be invoiced for the actual work completed (including any expenses incurred) to the date of notice of cancellation at the rate of £45 per hour of work completed by the Service Provider. This invoice must be paid in full within seven (7) days of the date of the invoice.
All the Service Provider’s services may be used for lawful purposes only. The Client agrees to indemnify and hold harmless the Service Provider against all damages, losses and expenses arising as a result of any and all actions or claims resulting from the Client’s use of the Service Provider’s service.
Background IP means any IP Rights, other than Foreground IP, that is used in connection with these Terms.
Foreground IP means any IP Rights that arise or are obtained or developed by, or by a contractor on behalf of, either party in respect of the services and deliverables under or in connection with these Terms.
IP Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
All Background IP, including but not limited to any IP Rights in data, files and graphic logos provided to the Service Provider by the Client, is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use the Background IP has derived).
The Client hereby grants to the Service Provider a non-exclusive licence to publish and use such material, which may be sub-licensed to any contractor acting on behalf of the Service Provider. 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 the Service Provider permission and rights for use of the same. Evidence of permissions and authorities may be requested. The Client shall indemnify and hold harmless the Service Provider against all damages, losses and expenses arising as a result of any and all actions or claims that any materials provided to the Service Provider by or on behalf of the Client infringe the IP Rights of a third party.
All Foreground IP shall vest in and be owned absolutely by the party creating or developing it. The Service Provider hereby grants the Client a non-exclusive licence of such Foreground IP for the purpose of operating the website.
Each party (the Receiving Party) shall use its reasonable endeavours to keep confidential all information and documentation disclosed by the other party (the Disclosing Party), before or after the date of these Terms, to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any software, operations, products, processes, dealings, trade secrets or the business of the Disclosing Party (including without limitation all associated software, specifications, designs and graphics) or which is identified by the Disclosing Party as confidential (the Confidential Information) and will not use any Confidential Information for any purpose other than the performance of its obligations under these Terms. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party. This clause shall survive the termination of these Terms for whatever cause.
During the term of these Terms the Receiving Party may disclose the Confidential Information to its employees and sub-contractors (any such person being referred to as the Recipient) to the extent that it is reasonably necessary for the purposes of these Terms. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under these Terms as if the Recipient was a party to these Terms.
The obligations in this clause shall not apply to any Confidential Information which is:
- at the date of these Terms already in, or at any time after the date of these Terms comes into, the public domain other than through breach of these Terms by the Receiving Party or any Recipient;
- furnished to the Receiving Party or any Recipient without restriction by a third party having a bona fide right to do so; or
- required to be disclosed by the Receiving Party by law or regulatory requirements, provided that the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.
For the purposes of this clause, Data Protection Law means the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018, any other data protection and/or privacy laws applicable to the Service Provider, and any applicable laws replacing, amending, extending, re-enacting or consolidating the above from time to time.
Both parties will comply with all applicable requirements of Data Protection Law. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Law.
The parties acknowledge that if the Service Provider processes any personal data on the Client’s behalf when performing its obligations under this agreement, the Client is the controller and the Service Provider is the processor for the purposes of Data Protection Law.
The Client hereby gives the Service Provider consent to engage sub-processors for processing of personal data on your behalf. We shall inform the Client before transferring any personal data processed on your behalf to a new sub-processor. Following receipt of such information you shall notify us if you object to the new sub-processor. If you do not object to the sub-processor within seven calendar days of receiving the information, you shall be deemed to have accepted the sub-processor. If you have raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within reasonable time, the Client shall have the right to terminate these Terms with a notice period determined by the Client, without prejudice to any other remedies available under law or contract. During the notice period, we shall not transfer any personal data processed on the Client’s behalf to the sub-processor.
The Service Provider shall enter into appropriate written agreements with all of its sub-processors on terms substantially similar to these Terms. We shall remain primarily liable to the Client for the performance or non-performance of the sub-processors’ obligations. Upon your request, we are obliged to provide information regarding any sub-processor, including name, address and the processing carried out by the sub-processor.
We will not transfer personal data processed on your behalf to a country outside the United Kingdom which is not recognised by the European Commission to have an adequate level of protection in accordance with Data Protection Law unless the transfer is effected by such legally enforceable mechanism(s) for transfers of personal data as may be permitted under Data Protection Laws from time to time.
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 (Word or Google Docs, e-mail) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format.
Design Credit and Marketing
The Client agrees that the project developed for the Client may be presented in the Service Provider’s portfolio, and hereby grants the Service Provider a worldwide, perpetual, non-exclusive licence to use its name, logo and branding for advertising, marketing and promotional activities.
The Service Provider cannot accept responsibility for any alterations caused by the Client or a third party occurring to the website after installation or completion of the Services. Such alterations include, but are not limited to additions, modifications or deletions.
The Service Provider may purchase domain names on behalf of the Client. Payment in relation to, 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 the Service Provider. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
Third Party Products
Any third party software or plugins which the Service Provider agrees to provide shall be supplied in accordance with the relevant licensor’s standard terms. The Client will be responsible for any additional or ongoing costs for any such third party software
These Terms constitute the entire agreement between the parties and supersedes all previous representations, promises, assurances, warranties, understandings and agreements between them, whether written or oral, relating to their subject matter.
A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives). A notice given to a party under or in connection with these Terms shall be in writing and in English, by email.
Notices to the Client shall be sent to the email address or address last notified to the Service Provider. Notices to the Service Provider shall be sent to email@example.com.
Nothing in these Terms shall operate to exclude or limit either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud; or (c) any other liability which cannot be excluded or limited under applicable law.
The Service Provider shall not be liable under or in connection with these Terms or any collateral contract for any: (a) loss of revenue; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of business; (e) loss of opportunity; (f) loss of goodwill or reputation; (g) loss of, damage to or corruption of data; (h) any indirect or consequential loss; (i) loss or damage caused by any inaccuracy, omission, delay or error, whether as a result of negligence or other cause in the production of the website; or (j) loss or damage to the Client’s artwork/photos supplied for the website, whether as a result of negligence or otherwise.
The entire liability of the Service Provider 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.
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 original provision.
Governing Law and Jurisdiction
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.