Terms and Conditions
Terms and Conditions for the provision of services relating to design, development, hosting, e-mail, photography and copywriting services
The following terms and conditions apply to all web site design, development and hosting services offered by Webcal Design.
By ordering services from Webcal Design you are agreeing to the following terms and conditions.
1.1 In this agreement the following shall have the following meanings:-
1.1.1 'Agreement' the contract between us and you incorporating these terms and conditions and our order form signed by you. 'You' the individual, partnership or company with whom we enter into this agreement. 'We' 'Us' Webcal Design of 20 Sanderling Drive, Banks, Southport, West Lancashire, PR9 8RY.
1.1.2 'Services' are those defined in the Project Proposal or Hosting Agreement in relation to the design of the Website and the provision of Services.
2.1 We agree to provide you with the service defined in the Project Proposal or Hosting Agreement in relation to the design of the site or Hosting there of. Our terms and conditions will apply to this agreement and will exclude any others proposed or requested by you. In the event that these Terms and Conditions conflict with the Project Proposal these Terms and Conditions apply.
2.2 We reserve the right to refuse to construct a web site which we may judge as unfit due to content or otherwise. This includes, but is not limited by, sites containing adult oriented material such as pornography, sites which promote hatred towards persons belonging to any ethnic group, religion or sexual orientation and sites which infringe copyright or are contrary to UK laws.
2.3 The acceptance of a commission shall be deemed as a contractual agreement between you and us and governed by these Terms and Condictions.
2.4 We can not always guarantee to start work immediately on a commission but will arrange a date with you as to when work can commence.
3.1 We will complete the work in accordance with the terms of the Project Proposal. We reserve the right to review the terms if after accepting them you then alter or amend the Project for any reason, and to make additional charges for those changes or for changes arising through circumstances beyond our control. You are responsible for checking the site prototype of the Project at the key development stages, and on acceptance of the finished project. You may only reject the Project Proposal at EARLY KEY STAGES, and in such an event the rejection must be made in writing within seven days of receipt. Money collected for the initial development stages is non-refundable and covers the costs incurred for carrying out the work at the initial key stage development.
3.2 We make every effort to design pages which display acceptably in the most popular current browsers, but can not accept responsibility for pages which do not display in the same manner in some, particularly older, browsers.
4. COPYRIGHT AND OWNERSHIP
4.1 You retain ownership of any source material, which you supply to us. By providing such material, to us you confirm that you have the right to use it and that we have the right to use, modify, adapt and edit such materials to create or maintain the site.
4.2 We own all rights in respect to the source code, tools developed, files, algorithms and other materials used in the project other than your source materials (see 4.1)
4.3 We will transfer to you the rights to use the material generated in the delivery of the project (in object form only) on the date we receive cleared funds from you as final payment for the site.
4.4 Any additional modifications of the delivery items beyond that of the Project Proposal will be subject to additional charges by us.
4.5 We may retain originating materials such as artwork, computer graphics, programming, source code, video, film, scripts and master copies for a reasonable period of time after completion of the services. Unless we receive another order from you within that period we may dispose of the material.
4.6 We may use all or part of any program, services, or materials produced for or acquired on your behalf for the purposes of demonstration to potential customers or marketing our services.
5.1 You must pay us for the services set out in the Project Proposal in accordance with the arrangements set out in the proposal or if there are none within 30 days of our invoice.
5.2 Money taken as a deposit for development is non-returnable and covers the cost of development time taken in programming your specific requirements.
5.3 In the event of your failure to meet the payment arrangements under this or any other agreement you have with us we may (without prejudice to other rights and remedies) temporarily stop work on the Project with the possible resultant delay on its completion delivery. We also reserve the right to require sums on account of future payments prior to resuming on the project.
5.4 You must pay any sums due to us without set off counter claims or other deductions which you would otherwise be entitled to make in respect of any sums owing to you by us.
5.5 We shall initially place your website on one of our demonstration websites in order that you may view and comment upon the website's progress. When we both agree that the website meets the criteria agreed during the commissioning process, we shall invoice you for the full amount due for the commission. On receipt of payment, we shall publish the website on your domain, or provide the source code for the site via a download (or cd-rom disk) for you to upload.
5.6 If at any point during the Website Development Cycle you wish to cancel, you may do so but will be invoiced an amount that we judge to be proportional to the amount of work completed on the commission.
5.7 If, during the Website Development Cycle, you do not supply the content required in order to complete the commission within a reasonable amount of time, we shall consider that you wish to cancel the commission.
5.8 We expect payment by cheque, cash or bank transfer within 14 days of the date on the invoice. The payments are staged and an invoice will be issued at the appropriate stage in the development process.
5.9 Any payment returned by the bank or credit card company will incur a £25 administration charge. This will be invoiced and will be added to the total outstanding debt owed by you.
6.1 We do not undertake to maintain or update your website as part of the design commission. If you wish us to maintain or update a web site as a separate commission, we shall negotiate with you a maintenance contract appropriate to the amount of work required. Web site maintenance may also be undertaken on a time and materials basis if you so wish.
7. SITE HOSTING
7.1 If you requested us to supply a domain name, you must pay the initial registration charge and to retain the domain name you must renew your application on a per annum basis. You must ensure that any such domain name does not infringe the intellectual property rights of any third party. We may object to and not register a name, which in our opinion is obscene, pornographic or otherwise reasonably unacceptable.
7.2 We will host the site on our services and provide the disc storage space you request and we agree to supply that service to broadcast content over the Internet. All hosting is supplied as an annual contract paid in advance of service.
7.3 Any site that broadcasts unsuitable and unlawful material may be terminated without notice in accordance with the Law applicable in the United Kingdom. This includes racism, obscene sexual material and slanderous material. Such termination will be followed up in writing.
7.4 Site hosting is an annual contract and services may be disrupted or terminated if payment is not made for renewal of the service within 7 days of the invoice being received.
7.5 Services will be terminated for non-payment of services within 7 days of invoice date.
8.1 Any failure by us to exercise or enforce any of our rights under this Agreement shall not be deemed to be a waiver of any such right or operate so as to bar the subsequent exercise or enforcement of any such right.
8.2 This Agreement represents the entire understanding between us in relation to its subject matter and supersedes all other agreements or representations made by either of us, whether oral or written.
8.3 Any variation of this Agreement must be in writing and signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable the validity or enforceability of the remaining provisions shall not be affected thereby. A new agreement may then be drafted with amendments to bring the terms in alignment with the agreement of both parties.
8.4 We reserve the right to alter prices at any time without notice. If you have commissioned any services us prior to a change in prices, that commission will not be subject to any increase, but any subsequent commission may be subject to an increase.
8.5 By agreeing to these terms and conditions your statutory rights are not affected.
8.6 We reserve the right to change or modify any of the terms and conditions contained in the Terms and Conditions.
9.1 We may terminate services within this Agreement immediately without telling you if presented with a bankruptcy petition, or unable to pay its debts as they fall due, or has a resolution passed for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity takes over all of its assets and liabilities), or a court of competent jurisdiction makes an order to that effect, or it becomes subject to any administration order or enters into any voluntary arrangement with its creditors, or ceases to carry on business, or has a receiver or administrative receiver appointed, or is in a position whereby a court is entitled to appoint a receiver or administrative receiver
9.2 Upon any termination of this Agreement for any reason whatsoever, you must pay the outstanding charges to us.
10. WARRANTIES AND LIABILITY
10.1 We warrant that we will use all reasonable care and skill in carrying out our obligations under this Agreement. All other conditions, warranties and obligations implied by statute, common law or otherwise and any liabilities arising there from are excluded to the extent permissible by law.
10.2 In any event we will not be liable to you in contract, tort, negligence or otherwise for the loss of business, contracts, profits, or anticipated savings or for any other special, indirect or consequential loss whatsoever, even if such loss was reasonably foreseeable, or we have been advised of the possibility of your incurring the same.
10.3 All research, designs and recommendations in any document letter or spoken communication are made by us in good faith and on the basis of the information we have at the time. Their achievement must depend among other things on the effective co-operation of your staff. In consequence no statement which we or any of our employees agents or contractors make in any document or letter is deemed to be in any circumstances a representation, undertaking, warranty or contractual condition unless expressly set out in this Agreement and the Project Proposal.
10.4 Each provision of this clause 10 limiting or excluding liability operates separately and shall survive independently of the other provisions.
10.5 You warrant that your materials do not contain any material, which is obscene, menacing, threatening, offensive, indecent, fraudulent, criminal or which infringes the rights of anyone else including any intellectual property rights.
10.6 You agree to indemnify and hold us harmless against claims brought by a third party arising out of your breach of clause 10.5.
11. FORCE MAJEURE
11.1 Neither of us shall be held to be in breach of its obligations hereunder (except in relation to the obligation to make payments) nor liable to the other for any loss or damage which may be suffered by the other due to any cause beyond reasonable control including without limitation any act of God, failure, flood, lightning, fire, strike, lock-out trade dispute, act or omission of the government, regulatory authorities, other telecommunications operators or any other competent authority.
12.1 You must not assign this Agreement without prior written consent.
12.2 We may assign this Agreement by notification to you in writing.
13.1 Any notice required to be given under this Agreement shall be sent by electronic email with a hard copy to be sent by post and shall be deemed to have been given when received at either party's e-mail address if by electronic mail and one day after posting if sent to either party's address as notified by the parties.
14.1 This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.
20 Sanderling Drive