Terms & conditions
These terms and conditions relate to all and any agreement between us when you buy services and/or products from us. Details of the consideration (price you pay and what we will supply) will be contained in any Project Agreement.
1. PRODUCTS AND SERVICES
- In this agreement the “Services” and/or “products” are those supplied as detailed in the Project Agreement.
- Our products and services are provided to the best of our ability and based on the Designer’s or Developer’s personal experience and any information, facts and issues you provide. Any opinion, statement, recommendation or anything whatsoever shall not form a guarantee. Whilst we can advise you but it is your responsibility to ensure that products and services meet your particular needs.
- Training is in no way to be construed as coaching, counselling or any type of management. You confirm that you are aware that any results, whether on a marketing, sales, training or other basis cannot be guaranteed from our design and/or development of your web site. You enter into this agreement with the understanding that you are responsible for your own results. You hold us free of all liability and responsibility for any actions or results or adverse situations created as a direct result of specific referral or advice given by us.
- A Hosting agreement is required to run and maintain storage of information for any website.
- Any level of Support is detailed in the Project Agreement.
- Projects, including any completed web site are provided as a complete work. We are usually delighted to provide future support upon request, at extra agreed cost, but are not obligated in any way to do so.
“Services” means anything we do on your behalf in accordance with this agreement.
“Products” are items including software which we supply to you, usually ancillary to our services. Products may also be supplied with their own terms/ licence which you must adhere to.
“Project Agreement” means the document which specifically outlines what services you have told us you want and the price agreed for them.
“Public Courses” mean training courses which are open to any member of the public upon booking a place and making full payment of the fees involved.
“Private training” means training courses which are open only to you or your organisation as detailed in your Project Agreement.
“Consumer” means anyone purchasing not in the course of a business. This agreement is not intended to affect your statutory rights.
“Intellectual Property Rights” means all vested, contingent and future intellectual property rights including but not limited to any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other intellectual property right recognised in any part of the world whether or not presently existing or applied for.
“Nominated Persons” means the people within your organisation who we will be dealing with. By ‘dealing with’, we mean obtaining any instructions, reporting to, agreeing to amend the services or alter them in any way, agreeing to supply extra or enhanced services or any changes whatsoever to this agreement. We will not be able to deal with anyone else unless we specifically agree in writing. It is your responsibility to ensure that all contact details for all Nominated Persons are accurate and up to date.
4. ABIDE BY TERMS
By making use of our organisation and its products and services you will be deemed to; be aged 18 or over; have read and understood this agreement and agree to be bound by its terms and conditions. Where you are entering into an agreement on behalf of an organisation you confirm that you have the legal right to do so.
5. SUPPLY OF SERVICES
- Whilst we will use our reasonable endeavours to supply the services, we shall not be responsible for any failure to provide services or any unavailability. We make no warranty against electronic virus, worms or any other fault or defect or problems which may occur. We will not be responsible for any loss or damage whatsoever caused resulting from a failure to provide or where a virus or defect occurs as a result of any e-mail or document we send you.
- The presence of the web site on the internet is not our responsibility. We are not responsible for web-hosting and no guarantees can be made as to the availability or interruption of any hosting service.
- During the supply of services we may make recommendations for other suppliers and this does not form any endorsement or guarantee as to supply of either services or products.
- We reserve the right to suspend the services and to substitute any nominated person within our organisation, such as developer or designer, where necessary.
- If you are an organisation, when we provide the services to your organisation we deal with nominated persons.
- We reserve the right to refuse to work with any specific individual within your organisation without specifying a reason.
- Where we have agreed to supply any report or documentation they will be in whatever format and contain the information that we, in our absolute discretion, deem appropriate.
- Use of our products, the Internet and Web sites is designed for computers which meet certain applicable specifications as to hardware, including servers and software. It is your responsibility to ensure that the server we agree to initially install the web site on meets our minimum criteria for this and that you can run/use and products. Consultancy advice can be provided to you at your request as to the specifications. We will advise you at the time of your request whether any additional charge will be made for the provision of this advice.
- We will use our best endeavours to ensure that any web site designed and/or developed is compatible with published web standards available on the W3C website http://www.w3.org. Any browser specific will form part of the Project Agreement.
- Usually, we will provide testing but please refer to the Project Agreement for your responsibility for any testing or provision of a suitable testing environment
- You agree to fully test any application or programming relating to a web site before it is made generally available for use. If any errors, “bugs” or problems are found after the site has gone “live” we will use our best endeavours to make the necessary corrections but we are not obligated to do so.
- Ultimate responsibility for computers, including servers, hardware and software, hosting, internet connection, cabling once installed and maintaining a stable internet connection when interacting with your site rests with you.
7. TRAINING COURSES
- Booking for Public Courses is made by credit/debit card or PayPal and is non-refundable. If we are able to resell your place then we may, at our discretion, offer a refund or credit for attendance on another presentation of the course.
- Booking is made for nominated persons. You may transfer your place to another suitably qualified candidate by notifying us in writing prior to the event.
- The course fee for open courses covers training, course materials, lunch and refreshments during the day.
- By registering for a course you agree that you and/or any candidate meets any minimum specifications and requirements for the course
- We reserve the right to cancel or reschedule a Public Course and in these situations every effort will be made to accommodate delegates on an alternative course or refund payment in full.
- Private training will take place at the premises specified in the Project Agreement. If you are late for a training session then you will be able to use the remainder of any allotted and agreed time but we will not be able to make up for any lost time caused by your late arrival or non-attendance. However, if you are more than 30 minutes late, unless you have notified us and we have agreed otherwise, then the session will be regarded as abandoned and forfeited. This means that, unless we expressly agree in writing, you will not be entitled to any alternative session or extra time or deduction in fees to make up for the abandoned time. We understand that pre-arranged sessions may occasionally have to be rescheduled. We are happy to rearrange on 1 occasion only. You are responsible for giving a minimum of 3 working days notice. Provided you give us this notice we will be happy to rearrange a session. However, where any additional expenses have been incurred, such as room hire or purchase of train tickets etc, you will be responsible for making any payment that we either have to make or, where we have made payment, the proportion of that payment that were are unable to recover
- All training is conducted by the instructor or instructors named in the course description or project Agreement, as applicable. In the event of illness or similar uncontrolled circumstance we reserve the right to change these persons, every effort will be made to contact delegates if this is to be the case.
- All Travel and Accommodation is the responsibility of the delegate and is not included in the price of the course.
8. PRICES AND PAYMENT
- Payment for all services must be made in full, by Standing Order, cheque or credit/debit card or Paypal within 15 days of the date of any invoice supplied. This includes any taxes due. You will have been deemed to have received any invoice if it is:
- Handed to you or, where appropriate, a Nominated Person.
- Sent to you by Royal Mail and we have proof of posting of the invoice.
- Faxed or emailed, in which either event a transmission log record will be retained by us.
- If you do not pay or there are any problems with your chosen method of payment then once you have ordered services you are still responsible for payment. If we do not receive payment then we will charge you 15% compound interest per annum until we receive full cleared payment.
- Where payment is a part of staged payments such as monthly, then late or non-payment will automatically mean that all work will stop until such time that full payment (including any accrued interest or extra payment) is made. No refunds will be made.
- Where payment is to be made on a monthly basis for support you are charged 1 month in advance. So, for example, on the 31st March you will pay for the time agreed in April. Where you take more time than what is agreed, these overflow hours will be charged and must be paid for at the end of that month. There will be no monetary rebate or discount for unused hours.
- Any deposit payment is non-refundable.
- We reserve the right to increase prices for either the services which arise because of an increase in parts or other outside costs beyond our reasonable control. If we do, then we will give you at least 30 days notice in writing. If you are buying as a consumer then you may cancel this agreement at any time up until 14 days before the supply of services.
- Where payment is made via a third party such as Paypal, you are also confirming your agreement to adhere to that third party’s user agreement.
9. PAYMENT & PASSING OF RIGHTS
- Once all amounts due to us from you are paid and cleared you are assigned the rights to use, as applicable, the products and services, including, the web site which includes the text, graphics, animation, audio components and digital components contained within the finished web site, in accordance with these terms and conditions, the Project Agreement and any applicable agreement, terms or licence but no rights of ownership are conveyed unless specifically stated in the Project Agreement. Please also refer to clause 12.
- No such rights as described in (1) above will pass until all amounts due to us from you are paid. This means that we will have a lien over any service, products, data or information. If you have not paid the invoice in full within 2 months from the date of the invoice you agree that you will forfeit your rights.
- The rights to photographs, graphics and any third party items such as source code, always remain the property of their respective owners.
- Unless you have our specific written agreement in the Project Agreement, all products, including Content Management Systems, interfaces, navigational devices, menus, menu structures or arrangements, icons, help, all operational instructions, scripts, cgi applications, software, programming/source code, and all other components of any source or object computer code that comprises the Website, all literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Content and design elements used or developed and all software, and our products and results of our services remain our property and we retain full ownership rights and all intellectual property rights. You specifically agree not do anything that may in any way infringe upon or undermine our rights, title, or interest in the Website or our products and services. This includes, but is not limited to, any sale, transfer or gift of the whole or of any part of any item, data or anything whatsoever that we own. You fully understand that we may reproduce, reuse, develop and use in any other way we choose, anything within our ownership
10. RESPONSIBILITY AND MISUSE
- You agree that your are responsible for the actions of all your employees, agents, consultants and anyone who appears or purports to be a member of your organisation or working with them.
- You agree that you will solely be responsible for your use of any products and services provided to you and that you will use our products and services legally and only for the purposes that they are intended to be used for.
- Furthermore you agree that you will not misuse the products and/or services supplied and that you will abide by any laws applicable to this agreement or the operation of it.
- You specifically agree that we have no liability and furthermore you will indemnify us for any loss resulting in any breach of this clause.
- We will always refuse to handle in any way, information or data or material which we, in our absolute discretion, deem to be illegal, offensive or controversial, and reserve the right to terminate this agreement without notice.
11. OUR ACCESS
- You agree that you will do nothing which could restrict or inhibit our access for any examination following complaint of any services supplied under this agreement.
- You will allow us full access to any existing information you may hold which relate to our services.
- You will provide to us all information, and documents and anything that we need in order to complete the provision of services within specified deadlines. We will not be held responsible in any way for your failure to do this.
12. ACCURACY & RESPONSIBILITY FOR INFORMATION AND DATA & COPYRIGHT
- You confirm that any data, information, materials or documents passed to us have been checked by you as being accurate, suitable for the use you require and proof-read and that anything which you have provided us with does not breach any copyright, intellectual property or the rights of any third party, whatsoever in nature, and is not contrary to any law.
- You specifically confirm that you hold the full copyright of anything that you provide to us (e.g. data, text for insertion, information, documents, logos and any other content whatsoever) or that you have obtained the copyright owner’s permission to use it in the way you have asked us to (e.g. extract from published document).
- You agree that all text and graphics will be provided by you in the format as specified within the Project Agreement. If we have to do any work because the information is not in this format then we reserve the right to charge you an additional amount for that work.
- You confirm that we are not responsible for any omission, additions, changes, alteration, typographical, clerical or other error or omission within any information or documentation or products and/or services supplied
- All documents that we provide to you are subject to our copyright and intellectual property rights and particularly, with training notes and information, only those attending training sessions have a restricted personal licence to use them to participate in the training. This means that you can not, for example, reproduce them in any way, but by attending a training session we specifically provide you with the right to use those documents during the training sessions and after the sessions for your own use, as an aide memoire or refresher to what was covered during the training sessions.
- You confirm that you will not breach any intellectual property rights, including copyright in so far as materials, software, information, content and anything whatsoever supplied to you from us.
- You specifically agree that we have no liability in respect of this clause and furthermore you will indemnify us for any loss.
13. THIRD PARTY SOFTWARE
Some features of your web site or our products and services may be based on software or items provided by third parties, such as shopping cart software or banking. By accepting our terms and conditions you are also agreeing to comply with the licence and/or the terms and conditions in relation to any software or items provided by third parties, Any such software is provided on an “as-is” basis, without warranty and you specifically agree that we can not be responsible for any faults, failures, errors, or issues relating to the operation of third party software nor the availability of updates and upgrades.
14. INTELLECTUAL PROPERTY RIGHTS
- All intellectual property rights of whatever nature in relation to our services, products and software shall remain ours, other than any third party rights which shall always remain vested within those third parties.
- You specifically agree to comply with both our Intellectual Property Rights and those of any third party in relation to the services, software and products.
- You agree to immediately notify us if you become aware of any infringement of the Intellectual Property Rights in relation to the software including any unauthorised use, copying or distribution.
- You agree to indemnify us against all actions, claims, proceedings, damages, costs and expenses arising from your actual or alleged infringement of intellectual property rights and that you will notify us within 3 days of your knowledge of any such actual or alleged infringement. If we wish to, you further agree to allow us to conduct all negotiations and litigation and confirm that you will provide us with all reasonable assistance.
- You agree that we have a non-exclusive, worldwide, and royalty-free licence for the Initial Term and the Renewal Term, if applicable, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use your content as necessary solely for the purposes of rendering and operating the Services to you under this Agreement.
- As for licences or rights passing to you, please refer to clauses 8 and 12.
- You understand that you have an Agreement to use our services and products and that this Agreement does not convey to you any rights of ownership.
16. DEVELOPMENT CREDIT
You confirm that, unless specifically agreed otherwise, we reserve the right to include details of the project, including any images to show the nature of the work, for our use either on our web site or within any printed portfolio, as an example of our work.
17. TIME ESTIMATE
We will use all our reasonable endeavours to complete any supply of services within any time estimate that we give. However, we will not be liable for any loss of damage suffered because of any unavoidable or reasonable delay in completion, including third party involvement and your failure to deliver items such as documents or information. We will keep you informed about any delay.
18. DATA BACK-UP
- It will always remain your responsibility to retain up to date back-ups of any data in connection with your web site once the work has been completed by us and it is not our responsibility to retain any copies.
- We can accept no responsibility whatsoever and will not be liable for any losses, claims or damages which may arise because data is not/has not been backed up.
19. LIABILITY DISCLAIMER
- To the extent that the law allows we will not be held responsible for any loss, incidental or consequential damage, or loss arising out of installation, use (unauthorised or otherwise), errors, mistakes, accident, theft or fraud, destruction, or any part of the provision of services.
- In the unlikely event that we would be held liable for any losses occurring as a result of using/failing to use the services or at all, then such total damages for any loss whatsoever shall be limited, in relation to any one incident or series of related incidents, to 100% of the amount paid by you in respect of the agreement under which you claim.
20. YOUR INFORMATION AND DATA PROTECTION
Any services we provide to you may be reliant on information provided by you, so you are responsible for ensuring that any information you provide is accurate, correct and up-to-date. Data will be held according to current applicable Data Protection legislation subsisting in England.
Both of us agree that the specifications and documentation and information relating to this agreement are confidential, including information obtained about each other, the organisations etc and that only the agreed information as appears on the web site can be disclosed other than as required by Statute or Court Order.
You specifically agree that we have full and exclusive working rights within the terms of provision of this agreement and that you will not involve other parties without our specific agreement in writing.
- The rights given cannot be transferred, sold, rented or shared in any way by you and nobody else can benefit but you. A copy of this agreement will be admissible in the case of any dispute or in any proceedings.
- We reserve the right to assign and/or sub-contract all or any part of the services but if we do this it will not affect your rights under this agreement.
24. ELECTRONIC PRODUCT
- You can cancel any order actually made via our web site within 7 days of placing an order in accordance with Consumer Protection (Distance Selling) Regulations 2000.
- However, this will not apply in accordance with Regulation 13 of the above Regulations.
- Where a service is involved, and we have both agreed that the service is commenced or provided within this 7 day cooling-off period OR
- If you purchase electronic personalised information
- If you are able to and do cancel, then we will then refund any amount you have paid within 30 days of receiving your cancellation.
25. CLIENT QUERIES / COMPLAINTS & NOTICES
- We aim to respond to any queries or complaints within 14 working days. Complaints must be from Nominated Person, where applicable, and addressed in writing to us at our usual address on the Project Agreement. If any cause of complaint may amount to a breach of any term of this Agreement then you must allow us 30 days to remedy that breach.
- Any notices for either party must be in writing to the address which appears on the Project Agreement.
- Notices will be deemed to have been received on the 7th day after posting using Royal Mail 1st class service provided that a duly stamped certificate of posting is obtained from Royal Mail.
Each clause or any part at all of this agreement is to be regarded as independent of the others. This means that should any clause or any part at all of this agreement be found to be unenforceable or invalid it will not affect the enforceability or validity of the rest of this agreement.
27. TERM, BREACH AND CANCELLATION
- The term of this agreement is during the time of purchase and use of any services.
- We reserve the right to terminate this agreement
- Immediately if you breach any term of this agreement, including any third party user agreement or if we refuse to handle your information or data and material (see clause 9(5)). You will not be entitled to any refund in respect of unused services.
- By giving you 30 days notice. In these circumstances we will refund you for any unused services or pre-paid fees within 30 days of the service ceasing. However we will not be responsible for any liability whatsoever, including any claims, expenses and fees, relating to the notice period and service ceasing.
- If we do not act upon any breach immediately you should not assume that we have waived any rights as to enforceability or to seek redress, unless we have expressly stated that in writing.
- Other than any rights described in this agreement, you may terminate this agreement at any time giving us notice of 1 calendar month. However, any monies due under this agreement must still be paid and we will not make any refund at all, including for any unused services or pre-paid fees.
These Terms & Conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.