Terms of service
1. Disclaimers
1.1 Third Parties
“THE COMPANY” can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of “The Client’s” Website, although “THE COMPANY” will endeavour to ensure that Website downtime is kept to a minimum.
1.2 Maintenance and Correction of Errors
“THE COMPANY” 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 “THE COMPANY” will be corrected free of charge, but “THE COMPANY” reserves the right to charge a reasonable fee for correction of errors for which “THE COMPANY” 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 “THE COMPANY” by the Client.
1.3 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 directories or Search Engines will be undertaken unless otherwise agreed with the Client.
1.4 Consequential Loss
Under no circumstances will “THE COMPANY” 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.
1.5 Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. “THE COMPANY” 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.
1.6 Search Engine Listings
“THE COMPANY” does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not “THE COMPANY” who determine whom they list and whom they will not. “The Client” further understands there is no guaranteed placement or rank on the Search Engines. “THE COMPANY” does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.
2. Completion of work and payment
2.1 Completion of Work
“THE COMPANY” warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with “The Client”. “THE COMPANY” will not charge more than the amount previously agreed unless “The Client” has varied the specifications of the Work since the agreement. “THE COMPANY” will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from “The Client”.
2.2 Supply of Materials
“The Client” is to supply all materials and information required for “THE COMPANY” 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, “THE COMPANY” 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, “THE COMPANY” has the right to invoice “The Client” for any part or parts of the Work already completed.
2.3 Approval of Work
On completion of the Work, “The Client” will be notified and have the opportunity to review it. “The Client” should notify “THE COMPANY”, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to “THE COMPANY” 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 50% balancing payment under Clause 3.1 Fee Payable will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
“THE Client” should have one point of contact to collate and communicate any necessary design changes. “THE COMPANY” will only address issues in an email or document from the assigned point of contact.
2.4 Rejected Work
If “The Client” rejects the Work within the 7 day review period, or will not approve subsequent Work performed by “THE COMPANY” to remedy any points reported by “The Client” as unsatisfactory, and “THE COMPANY” considers that “The Client” is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and “THE COMPANY” can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
2.5 Payment
Upon completion of 7 day review period, “THE COMPANY” will invoice “The Client” for the 50% balancing payment in accordance with Clause 3.1 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.
2.6 Remedies for Overdue Payment
If payment has not been received by the due date, “THE COMPANY” has the right to suspend on-going 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, “THE COMPANY” 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, “THE COMPANY” does not remove “The Client’s” obligation to pay any outstanding monies owing.
2.7 Interest and Compensation for Overdue Payment
If payment has not been received by the due date, “THE COMPANY” has the right to claim interest (at 8% over the Bank of England base rate) and compensation for debt recovery costs under the Late Payment legislation.
3. Intellectual Property
3.1 Offers and Proposals
Offers and proposals made by “THE COMPANY” to potential clients should be treated as trade secrets and remain the property of “THE COMPANY”. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from “THE COMPANY”. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
3.2 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 “THE COMPANY” for inclusion on the Website. The conclusion of a contract between “THE COMPANY” and “The Client” shall be regarded as a guarantee by “The Client” to “THE COMPANY” 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 “THE COMPANY” and indemnifies the same from any claims or legal actions however related to the content of “The Client’s” site.
3.3 Domain Name
Any Domain Name obtained will belong to “The Client”. “The Client” agrees to indemnify “THE COMPANY”, 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.
3.4 Licensing
Once “THE COMPANY” has received full payment of all outstanding invoices and the Work has been approved by “The Client” in accordance with Clause 5.3 hereof, “The Client” will be granted a licence to use the Website and its contents.
3.5 Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which “THE COMPANY” 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 “THE COMPANY”. Unless previously agreed otherwise in writing, no modifications may be made by “The Client” or any third party to code to which “THE COMPANY” or their suppliers owns the copyright. “THE COMPANY” acknowledges the intellectual property rights of “The Client”. Information passed in written form to “THE COMPANY”, 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”.
4. Rights and responsibilities
4.1 Right to Terminate
“THE COMPANY” 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.
4.2 Events Beyond the Control of “THE COMPANY”
“THE COMPANY” 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 “THE COMPANY”.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event). “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, [failures of any third party internet service provider,] hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).
Our performance under any Contract 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 under the Contract may be performed despite the Force Majeure Event.
4.3 Supply and Pricing of Services
“THE COMPANY” 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.
5. Interpretation
5.1 Jurisdiction
“The Client” and “The Company” are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither “The Client” nor “The Company” has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
This Agreement shall be governed by and construed in accordance with English law. Any dispute arising from, or related to, such Contracts shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
5.2 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.
5.3 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.
Additional Services:
Any revisions, additions or redesign “The Client” requests “The Company” to perform that is not specified in this document shall be considered “additional” and will require separate agreement and payment. “The Company” shall advise “The Client” on any requested work that falls within these bounds.
“The Client” is contracting “The Company” as a provider of web site design services. Services not considered ‘standard website design’ are to be charged at a regular hourly rate of £60 +VAT, and will not be considered part of this contract.
Terms of use
Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern [business name]’s relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.
Permitted use
The use of this website is subject to the following terms of use:
You are not permitted to use this website other than for the following, private, non-commercial purposes: (i) viewing this website; (ii) making an enquiry via the contact form (iii) transferring to other websites through links provided on this website; and (iv) making use of other facilities that may be provided on the website.
The use of automated systems or software to extract data from this website for commercial purposes, (‘screen scraping’) is prohibited unless the third party has directly concluded a written licence agreement with Measured Designs in which permits it access.
The content of the pages of this website is for your general information and use only. It is subject to change without notice.
This website uses cookies to monitor browsing preferences. If you do allow cookies to be used, the following personal information may be stored by us for use by third parties: [insert list of information].
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
All trade marks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.
Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.
