We will have intellectual property rights in everything we create for you from the moment it is created. However, on full payment of our fees, all copyright and any other intellectual property rights in the material we have created for you will pass to you.
This excludes any element of the work that contains proprietary software which we need to retain and nor will we transfer layered files created as part of the process of producing the work. It also excludes any third party software which we can only provide to you under the license of the relevant software owner.
We have the right to attach a copyright notice or other identifying mark to the material we produce for you and you agree not to remove such marks without our permission.
Don’t worry, we will ensure that these do not spoil the look of anything we create. Also, we have the right to use examples of the work that we have done for you in our advertising and promotional materials. Of course, when we promote ourselves, we won’t use any information which is commercially sensitive to you.
Both of us agree that the terms of our agreement and any commercially sensitive information that passes between us will be kept confidential. Of course, this doesn’t apply to any information which either of us is required to disclose by law, that isn’t confidential already or that we pass to our professional advisors.
You agree to be responsible for ensuring that you do everything that is required of you or any third party that you engage in relation to the project. If you are unable to do this, we cannot be responsible for any error or delay which results from late, incomplete or inaccurate information being provided and we will be free to charge you any reasonable additional fees which stem from any delay or lack of feedback or clear instructions.
If you ever want to change the scope of the project in any way please let us know in writing. We will then let you know what the cost of the requested changes are but, as we are sure you will understand, we cannot undertake any extra work until these additional costs are agreed.
Any information or other materials that you supply to us, whether created by you or a third party will, we assume, not infringe the rights of anybody else. Of course, if they do, you will have to be responsible for the consequences and agree to cover any costs that we incur as a result of any complaint or other action taken by a third party in relation to any materials which you, or anyone acting on your behalf, has supplied to us.
Like any business we can’t survive without cashflow and so, unless we agree otherwise, we will charge you 50% of the overall project upfront and will not do any work until we have received this payment. The rest of the project will be charged in accordance with the payment schedule in the statement of work or, if not referred to in the schedule, on completion by us of everything you have asked us to do.
All invoices are to be paid within 20 days of their date and, if they are not, we will have to charge you interest at a rate of 4% above the base rate of HSBC Bank plc. Please be aware that all our legal fees will be charged should we need to recover any payments from you. Sorry, but if we don’t get paid we don’t eat.
Our fees are likely to increase each year to reflect inflation and increases in overheads. We will give you notice of any such increase in good time and if you do not cancel our agreement within 7 days of notification of an increase we will assume that you are happy with it.
Our support, maintenance and hosting services are provided on annual contracts and this section applies to each of them.
If we have agreed to do a certain amount of work in any month, for example under a maintenance contract, any unused work does not carry over to the next month. Also, any work done over and above an agreed monthly level will be charged for at our normal rates.
We will try to inform you in advance when you are about to go over a monthly agreed level but this might not always be possible.
You can cancel an annual contract at any time on giving us no less than 3 months written notice. The service will continue during this cancellation period. This helps us to manage the transfer of your assets and guarantees you that everything is being processed professionally. However, if you do cancel the agreement between us part way through a year please don't ask for any money back as we are afraid we don't give refunds.
We can also cancel an annual contract with you at any time on giving you no less than 3 months written notice. If we do this part way through a year then we will of course refund any amount you already paid us for the period after the cancellation date.
We can’t provide support and maintenance without your help and so we are relying on you to let us know as soon as possible if a fault or other issue occurs.
Where applicable we also need you to provide access to all necessary systems, websites and your team members to ensure that all clearances and conformity with security protocols are in place so that we can help. Sometimes this will also mean the right for us to create additional user accounts if required.
If we think that we have fixed something but you are still having problems with it please let us know within 2 working days. If you don’t then the issue will get pushed back onto our maintenance list and will no longer be a priority.
If you have signed up for support and maintenance with us then this includes 2 hours per month of Wordpress core and plugin updates, version control, provision of a staging site and a maintenance log as standard.
All other services are excluded and will be charged separately unless we otherwise agreed them with you.
Without a support or maintenance agreement in place we cannot guarantee that your site will function properly. Sites that aren’t being invested in and maintained will also carry a greater risk of poor performance and security issues which we cannot be responsible for. We will not update your site if we don’t have a maintenance agreement with you and, if we continue to provide any services outside of a contract we do this as a gesture of goodwill and without any liability.
We may decide to stop supporting any particular version of software at any time. If we do this then we will try to inform you in advance and where possible provide you with recommendations on how to proceed. Please note that at no point are we responsible for any impact on your business this change of software support might have.
We are always happy to give you our ideas and help you scope out a project and you won’t be charged for initial phone calls or exchanges of emails.
However, if we are required to attend any meetings with you or your clients, or create any materials prior to agreeing a project cost, we reserve the right to always charge for our time for doing so at our standard rates. If, following such preliminary meetings the project goes ahead then these costs will naturally be included in the overall project price.
We pride ourselves on providing a professional and reliable service but we can’t guarantee that your site will be available to you at all times. If something outside of our control means that your service is interrupted we will do everything we reasonably can to make sure your service is up and running as soon as possible but we can’t be held responsible for any costs or losses which you suffer as a result of these problems.
We are hopeful that you will never want to leave us but if you ever do we will do our best to co-operate with a new host for your site. That said please note that we are unlikely to be co-operative unless you have paid any money you owe us and we will not transfer any element of the site that contains proprietary software and nor will we transfer layered files created as part of the process of producing the site.
We are very good at backing up, storing and restoring data but, if you are not paying us to do it, please make sure you are doing it yourself as, without payment, we will not be responsible for it and we would hate it if you lost anything important.
If we process any personal data on your behalf you shall be the data controller and we shall be a data processor of that personal data. In legal speak this simply means that you determine the purposes and the manner in which any personal data is processed by us. This also means that you must have all the necessary rights and consents to send any personal data to us for processing. It’s your data and not ours.
We, in return, promise to look after your data as if it would be our own and only process it in accordance with your instructions. This means we will have in place appropriate processes to protect against unauthorised or unlawful processing of this data. We also make sure we do our best not accidentally loose, destroy or damage any of the personal data during the time it’s been entrusted to us.
We know a lot of stuff because we have plenty of years of experience. We love to share this knowledge and give you advice to help your business ambitions and goals but we cannot guarantee any particular result from that advice, particularly not any increase in business or efficiency, and nor should our advice be taken to apply to any situation other than the one under which it was given.
Unfortunately, the internet is not always as secure as we would like it to be and we cannot be responsible for the privacy of any information sent to or from your site or the security of the site itself. Whilst we do check our email correspondence and other media with antivirus software we cannot guarantee that any transmission will be free from infection or corruption and accept that you cannot guarantee that this will be the case in relation to any transmissions that you send to us.
In the unlikely event that we get something wrong and this causes you some loss or damage we agree to be responsible for direct loss or damage up to the value of all the fees you have paid us up to the point of claim. We will not be responsible for any further sums or for any indirect or consequential loss.
If we allow you to use any software which is licensed to us we do so at our discretion or as part of a support and maintenance account. We can remove your right or ability to use such software at any time without any liability. This includes for example usage analytics, sharing tools, fonts, API or script libraries that are used on your website. Of course, nothing in these terms will reduce our liability for fraud, physical injury or any loss which cannot be excluded as a matter of law.
At the end of the project we will ask you to confirm that it is complete. If you don’t get back to us within a week of us asking we will presume that you are too busy or just forgot and that you are happy with everything.
We don’t want to leave you on your own though and so we will either provide maintenance and/or support as agreed with you or will, for 60 days from completion of the project, fix any small problems with our work. We can’t do this for third party applications however. After all, if we didn’t make it, it isn’t our fault if it doesn’t work.
If you need anything else from us just ask and we will let you know what it would cost.
Any expenses we incur will be charged at our normal rates, which are in the payment schedule. These will be charged monthly in arrears. Unfortunately, we will have to charge you interest on these if they are not paid for on time. If our expense rates change we will let you know.
If we are unable to do something we said we will do because of things beyond our control then we will let you know how the timetable for the project is affected. Of course, in these circumstances, we might not be able to fulfil the original timetable for the project and you will not be able, of course, to hold that against us. That said, we will do what we reasonably can to make sure that as little disruption to your plans is caused as possible.
Wherever you are and wherever we are when we provide services to you these will always be governed by the laws of England and, in the unlikely event that there is a dispute between us, this dispute will be heard by the courts of England. As you know we are an English company and this makes everything a lot simpler for us.
Revision v1.5 / 2017