1. DEFINITION OF TERMS
BRIGHTON DESIGN WEB, 39 St Aubyns, Hove, BN3 2TH trading as BRIGHTON DESIGN WEB having its principal place of business at 39 St Aubyns, Hove, BN3 2TH. The Client – the entity which enters into a contract with BRIGHTON DESIGN WEB Domain Name – the root address of a website, e.g.www.brightondesignweb.co.uk. All such names must be registered with the appropriate naming authority, which will usually charge a fee.
The Work – the subject matter of the contract between the Client and BRIGHTON DESIGN WEB.
2.1 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 be split in to three payments, with the final payment on completion. The 2nd and 3rd payment should be collected when a reasonable amount of the project has been completed. Brighton DESIGN WEB 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, hosting set up fee or hosting if this service is required.
2.2 Maintenance Fees
Maintenance, if included in the contract, shall be on a month to month basis, with a minimum of 4 hours per day payable in any month where updating is necessary. Fees will be assessed on an hourly basis at £20 per hour or part thereof. No fee will be required in a month where no updating is necessary. Search engine re-submissions, other than the original submission included in the contract fee, shall be included in the maintenance fee.
3.1 Third Parties
BRIGHTON DESIGN WEB can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client’s Website or 3rd party scripts, although BRIGHTON DESIGN WEB will endeavour to ensure that Website downtime is kept to a minimum if we are the provider of such services.
3.2 Maintenance and Correction of Errors
BRIGHTON DESIGN WEB 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 BRIGHTON DESIGN WEB will be corrected free of charge, but BRIGHTON DESIGN WEB reserves the right to charge a reasonable fee for correction of errors for which BRIGHTON DESIGN WEB 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 BRIGHTON DESIGN WEB by the Client.
3.3 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.
3.4 Consequential Loss
Under no circumstances will BRIGHTON DESIGN WEB 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.
3.5 Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. BRIGHTON DESIGN WEB 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.
4. COMPLETION OF WORK AND PAYMENT
4.1 Completion of Work
BRIGHTON DESIGN WEB warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. BRIGHTON DESIGN WEB will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. BRIGHTON DESIGN WEB will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.
4.2 Supply of Materials
The Client is to supply all materials and information required for BRIGHTON DESIGN WEB 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, BRIGHTON DESIGN WEB 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, BRIGHTON DESIGN WEB has the right to invoice the Client for any part or parts of the Work already completed.
4.3 Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify BRIGHTON DESIGN WEB, in writing, of any unsatisfactory points within 5 days of receipt of such notification. Any of the Work which has not been reported in writing to BRIGHTON DESIGN WEB as unsatisfactory within the 5 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.
4.4 Rejected Work
If the Client rejects the Work within the 5 day review period, or will not approve subsequent Work performed by BRIGHTON DESIGN WEB to remedy any points reported by the Client as unsatisfactory, and BRIGHTON DESIGN WEB considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and BRIGHTON DESIGN WEB can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
4.5 Remedies for Overdue Payment
If payment has not been received by the due date, BRIGHTON DESIGN WEB 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 21 days after the due date, BRIGHTON DESIGN WEB 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, BRIGHTON DESIGN WEB does not remove the Client’s obligation to pay any outstanding monies owing.
5. INTELLECTUAL PROPERTY
5.1 Offers and Proposals
Offers and proposals made by BRIGHTON DESIGN WEB to potential clients should be treated as trade secrets and remain the property of BRIGHTON DESIGN WEB . 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 BRIGHTON DESIGN WEB. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2 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 BRIGHTON DESIGN WEB for inclusion on the Website. The conclusion of a contract between BRIGHTON DESIGN WEB and the Client shall be regarded as a guarantee by the Client to BRIGHTON DESIGN WEB 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 dispute. By agreeing to these terms and conditions, the Client removes the legal responsibility of BRIGHTON DESIGN WEB and indemnifies the same from any claims or legal actions however related to the content of the Client’s site.
Once BRIGHTON DESIGN WEB has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be granted a full licence to use the Website and its contents.
6. RIGHTS AND RESPONSIBILITIES
6.1 Right to Terminate
BRIGHTON DESIGN WEB 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.
6.2 Events Beyond the Control of BRIGHTON DESIGN WEB
BRIGHTON DESIGN WEB 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 BRIGHTON DESIGN WEB.
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 BRIGHTON DESIGN WEB and the Client. The said contract is void where prohibited by law.
7.2 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.
7.3 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.
Standard Terms and Conditions v1 27th March 2016