Terms & Conditions: 01/05/2019
5 Island Web Design like to work with you in a relaxed but professional manner. By ordering services from 5 Island Web Design you are agreeing to the following terms and conditions. If you feel there are any terms or conditions set out below that might prevent you from dealing with us, we are happy to review it, and if reasonable, will confirm in writing its exclusion as part of our agreement. The following terms and conditions apply to all design and associated services offered by 5 Island Web Design.
The contract between 5 Island Web Design and the client shall consist of the quotation with its specifications and these terms and conditions.
It may not be necessary to have a signature for the contract to commence, verbal communication, email communication or other exchange making it clear that the work specified is required to be carried out shall constitute commencement of the contract and a contractual agreement between the client and 5 Island Web Design shall exist based on the quotation with its specifications and these terms and conditions.
5 Island Web Design cannot always guarantee to start work immediately on a commission but will arrange a date with the client as to when work can commence. An anticipated finishing date will be agreed and 5 Island Web Design will do its best to adhere to that but cannot guarantee to do so in the light of circumstances outside its control.
Where in the instance that a time scale has been agreed, 5 Island Web Design will not be responsible for any consequential losses to the client should a deadline not be met.
Design Development Process
When designing graphics or designing for print, 5 Island Web Design will provide a draft of the design by submitting to the client digital prints, Adobe Acrobat PDFs, or a format which the client may view and comment upon the progress. When designing a website or stand alone digital media, 5 Island Web Design will provide a draft of the design via email or through a link during development so that the client may view and comment upon the progress. When the design meets the specifications set out in the quotation, 5 Island Web Design will invoice the client for the full amount due.
On receipt of payment, in the case of graphic design or design for print, 5 Island Web Design will provide either the client or the client's specified supplier the relevant format of files with all finalised artwork which has been approved by the client. This artwork may be sent to the client or supplier through an online website (such as wetransfer) of their preferred method which allows the transfer of larger files.
On receipt of payment, in the case of web design, 5 Island Web Design will publish the website. If the website is being designed on a cloud based platform, ownership of the website may be transferred to the client at their request and 5 Island Web Design will set up a username and password in order for this to happen. Once this is done the client will take full ownership of the website and manage all future subscriptions associated with that website. The client may still wish 5 Island Web Design to maintain the website under their account with their approval but has the rights to withdraw 5 Island Web Designs access to this at anytime.
Where in the instance that a time scale has been agreed, 5 Island Web Design will not be responsible for any consequential losses to the client if the deadline is not met. 5 Island Web Design uses its best endeavours to ensure a managed website and other services remain functional at all time. However, 5 Island Web Design cannot guarantee or warrant that the functions and content of the website or other services will be uninterrupted or error-free. Any problems will be dealt with as speedily as is appropriate to the content and function of the website and may be chargeable at an agreed rate or fulfilled within an agreed management package.
Once the design, website and / or other services meet the terms of the quotation with its specifications any modifications to the design will be considered an amendment to the contract. In the absence of a maintenance agreement the time and costs involved in making such changes will be charged to the client and these costs made clear to the client.
Web Design Standards, Accessibility
5 Island Web Design makes every effort to design web pages that work equally well across all browser and mobile platforms.
Supply of Content by the Client
The client undertakes to inform us prior to commencement of the project if there is a critical requirement to meet specific performance criteria.
If, during the development, the client does not supply the content required in order to complete the commission within the anticipated time frame, 5 Island Web Design will invoice up to the full amount quoted. When the content is supplied there may be additional time costs involved due to the overrun of the project which impinges on the ability of 5 Island Web Design to service other clients.
Any images supplied by the client will be in high resolution digital format. If you need to source stock images for your project then we can help advise on this or alternatively source these for you and add this on as an additional cost.
All material, both text and images, supplied by the client and used in the construction of the client's project, will remain the client's property. All such material will be assumed to be the property of the client and free to use with permission without fear of breach of copyright laws. The client shall indemnify 5 Island Web Design against all and any claims arising from the use of materials of any sort provided by the client or obtained under the direction of the client from third parties such as graphic designers.
The copyright for all material provided by 5 Island Web Design, such as graphics, photographs and text, will remain the property of 5 Island Web Design until such time as payment has been made in full. They will then become the property of the client with copyright shared between the client and 5 Island Web Design.
Any specific software, fonts or raw files that 5 Island Web Design use to fulfil your design requirements will not be transferred to the client and will remain under the ownership of 5 Island Web Design. We can however, advise where these may be available should you wish to purchase them for use yourself.
Testimonials, Reference and Links
5 Island Web Design retains the right to display graphics and other Web design elements as examples of their work in their respective portfolios. 5 Island Web Design retains the right to refer other prospective clients to your website as testimonial or reference material. 5 Island Web Design also has has the right to display their logo with a link to its website within the footer of your website.
Search Engine Submission and Results
5 Island Web Design will submit a client's website to the major search engines and carries out basic Search Engine Optimisation work. Further work based on keyword popularity analysis, search engine optimisation based specifically around your organisation and its 'competition' is best carried out by specialist contractors. This can be arranged but is not part of the contract unless specifically included in the quotation. Any subsequent amendments to the website as a result of professional analysis may be charged to the client.
5 Island Web Design can accept no responsibility or liability if any search engine, online directory or search site chooses not to list a client's web site.
5 Island Web Design undertakes to maintain or update a client's website a system of communication will be established that meets the needs of both the client and of 5 Island Web Design to carry out the maintenance to a service level agreed.
Payment for maintenance is usually agreed as a yearly fee (paid in advance) or an hourly rate upon any work being done (paid in arrears upon agreement with the client) and is reviewed and renewable annually. Where the client cancels a yearly maintenance contract with less than one months' notice, there will be a charge of £20.00.
Where 5 Island Web Design cancels a maintenance contract other than for a reason set out in Cancellation and Termination below, a refund of the fees appropriate to the number of full months remaining will be made.
In instances where the client does not come to a website management agreement it is the sole responsibility of the client to manage the site. 5 Island Web Design will no longer be responsible for the site upon completion but are are always happy to discuss how we can assist you with any maintenance requirements at a later date. In the absence of a maintenance agreement, 5 Island Web Design will fix all errors notified to us within thirty days of the site being put live on the Internet. If errors are reported after more than thirty days the time and costs involved in making such changes will be charged to the client.
Unforeseen and Additional Costs and Expenses
Additional costs incurred may include the provision of: stock photography; electronic commerce software; online transaction processing solutions; domain name registration; transferring of domains from one provider another, set up personalised email address, adding bespoke source code and addition of apps.
5 Island Web Design tries to factor these costs into the original quotation. However, if these need to be added, 5 Island Web Design will be fully reimbursed. These additional costs will be discussed with the client first so there no unexpected costs on the final bill that the client hasn’t been made aware of.
Once you accept our quotation and we agree a timescale for delivering your project we take a 30% deposit to book the project in and then do part payment as the project progresses normally split into 2 further payments of equal amount (35%). The 2nd payment is normally invoiced around midway through the project and the final one invoiced at completion. Whilst any payment due under the agreement remains outstanding, 5 Island Web Design shall be entitled at its sole and absolute discretion to withhold provision of any goods or services until full payment has been received. 5 Island Web Design expects payment by BACS transfer within 14 days of an invoice being emailed to the client.
In the unlikely event that any invoice is not paid on time, 5 Island Web Design may charge a late fee amounting to five per cent (5%) of the amount owing for every seven 14 days that it remains unpaid.
5 Island Web Design will try and resolve any late payment issues with the client but should there continue to be an outstanding invoice after an agreed time 5 Island Web Design may choose to cancel the project immediately, suspend work till payment is received which might including stopping ongoing work, removing unpaid material, and taking down the website, and/or take legal action to recover fees and any charges for doing so.
Where the operation of the website or other services provided by 5 Island Web Design involves the collection and administration of personal data the client is deemed to be the Data Controller and as such is responsible for notification under the terms of the Data Protection Acts and related regulations. The client shall indemnify 5 Island Web Design against any actions, costs and liabilities arising from the use in good faith by 5 Island Web Design of personal data provided by the client or through the client's website / promotional material.
Where a project involves e-commerce functionality, the client must ensure that suitable arrangements are in place to maximise security levels with regard to financial and personal information relating to the users of the website and other services. This may necessitate the use of secure electronic protocols, authentication certificates, encryption etc and may require the provision of secure server facilities and/or the use of a credit card clearing service.
Where a service is provided relating to e-commerce whereby visitors to the client's website can order goods or services through the website - whether through direct or indirect payment the client undertakes to ensure that all transactions are carried out legally and fairly, that the security of personal information and of financial information is maintained and that the collection and control of that data meets the requirements of the Data Protection Acts and regulations.
The client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the website or any other services contemplated, and will hold harmless, protect, and defend 5 Island Web Design and its sub-contractors from any claim, suit, penalty, tax, fine, or tariff arising from the website or other services provided.
5 Island Web Design normally works completely independently, however, it reserves the right, and the client hereby agrees, to allow the use of sub-contractors or agents to work on any aspect of the design or website to fulfil the obligations of a clients project where necessary.
If for any reason whatsoever 5 Island Web Design is unable to provide an agreed product or service in accordance with these terms and conditions our liability shall be limited in its entirety to a proportional refund of any fees paid by you for the service or product. The entire risk as to the quality and performance of the website or other services is with the client. In no event will 5 Island Wed Design be liable to the client or any third party for any damages, including, but not limited to, service interruptions caused by acts of god, the hosting service or any other circumstances beyond the control of 5 Island Web Design, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate the website or other services, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or your site visitors' computer or Internet software, even if 5 Island Web Design has been advised of the possibility of such damages.
Quotations and Tenders
Quotations are valid for thirty days from the date on the tender or quotation. All prices quoted may be subject to change after this period.
Advice and Consultancy
Any advice given in respect of software, hardware, programming, design, purchasing, hosting, training, upgrading, installing or any other advice, suggestion, recommendation or otherwise of any product or service provided by us or by a third party, whether introduced by us directly or indirectly is accepted by you as an opinion and as such you agree that prior to acting on any of the aforementioned that you will first obtain professional advice. You further agree to indemnify us of all liability with regard to any decision or action performed by you that may or may not be a direct or indirect result of any contact or dealing with us.
5 Island Web Design endeavours to provide appropriate training as agreed and on terms agreed. The outcomes of training personnel in whatever activities agreed are not readily quantifiable and as such we cannot accept liability for any training we provide not meeting the client's or the trainee's expectations.
Right to Assign
This Agreement is personal to you and you may not assign it without our prior express written consent. Should you transfer ownership of the website as part of a transfer of ownership of a business then the new owners will need to come to a new agreement with 5 Island Web Design.
5 Island Web Designs preferred method of communication is by email. Invoices and quotes will be sent by email and shall form a legal document just as if sent by traditional post. The design process will be undertaken by telephone conferencing and links via email to files and web pages.
Cancellation and Termination
5 Island Web Design may, by written notice, terminate the Agreement between us immediately upon the happening of any of the following events.
You fail to pay any invoice which has become due.
You commit a material breach of any of the terms of the Agreement between us.
You enter into or propose a voluntary arrangement or composition with your creditors or reconstruction of your debts or your directors make a declaration of solvency for the purpose of a members’ voluntary winding up, or if notice is given of a creditors’ meeting in connection with a creditors’ winding up, or if a special resolution is passed that you be wound up by the court, or if an administrative or other receiver is appointed, or if the court makes and administration order or order that you be wound up by the court, or if you cease to carry on business or are unable to pay your debts within the meaning of the Insolvency Act 1986 Section 123.
Should 5 Island Web Design decide to terminate the Agreement between us immediately upon the occurrence of one of the above circumstances, we reserve the right to exercise any other rights which we may have against you. We reserve the right to remove from the Internet any website or other service which we display on your behalf upon the occurrence of one of the above circumstances. Should we terminate the Agreement upon the occurrence of one of the above circumstances, we will not refund to you any monies paid by you to us. If at any point during the development a client wishes to cancel, they may do so but will be invoiced up to the full amount quoted based on the degree to which the work has been completed and on the extent to which time has been allocated to the project that cannot be effectively used to generate revenue that would be otherwise lost. If a maintenance agreement is terminated for any of the reasons mentioned above a fee equivalent to £20.00 will be paid.
In the event that 5 Island Web Design terminates a maintenance contract for any other reason, a refund equivalent to the unused portion of the current payment period will be the maximum liability.
Waiver and Interpretation
Should 5 Island Web Design waive any of these terms on an individual basis, this shall not affect the validity of remaining clauses or commit 5 Island Web Design to waive the same clause on any other occasion.
These terms and conditions shall prevail over all terms and conditions of your customary practice or any previous course of dealing between us and you. Any variation to these terms and conditions shall be inapplicable unless agreed between ourselves before we commence any work on your behalf.
Work, services or products are only supplied in strict accordance with these terms and conditions. The provision of work, services or products by us is only undertaken on the understanding that you have read and accept these terms and conditions in full. By agreeing to these terms and conditions your statutory rights are not affected.
This contract shall be subject to English Law. In the event that 5 Island Web Design is not entitled to rely on a term or terms in this contract, then 5 Island Web Design may also be allowed to cancel all rights and obligations under this contract, or to hold all other clauses as valid entirely at their sole discretion. No terms or conditions endorsed upon, delivered with or contained in the client's purchase order, confirmation of order, specification or other document will form part of the contract simply as a result of such document being referred to in the contract. The client must ensure that the terms of its order and any applicable specification are complete and accurate.
Each party may receive or have access to commercially or personally valuable technical and non-technical confidential or proprietary information ("Confidential Information") of the other party. Confidential Information includes all information, whether oral or written, relating to the business of a party that is not generally known or available to others, including, without limitation, source code and documentation for software, trade secrets, customer lists, pricing strategies, marketing and business plans, information concerning a party's vendors, and a party's contemplated plans, strategies and prospects. Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law.
Any notice, approval, request, authorisation, direction or other communication in connection with this Agreement and the Client (“Notice”) must be made to 5 Island Web Design, by email to email@example.com or by post to Samson Hill Cottage, Bryher, Isles of Scilly, TR23 0PR.
Relationship of the Parties
The relationship of the parties in connection with this Agreement and the Client Order is that of an independent contractor relationship, and no partnership, joint venture or employee/employer relationship is intended.
Neither party shall be deemed in default of this Agreement or the Client Order to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice there of within ten (10) business days of such event or occurrence.
(a) In the event that any provision of this Agreement or the Client conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect. (b) This Agreement may be modified by 5 Island Web Design at any time by publication through its website (www.5islandwebdesign.co.uk) or by sending each Client an email to the address listed on the Client Order, except that such changes shall not effect Client Orders that have already been accepted. (c) This Agreement and the Client Order may be executed in counterparts, each of which shall be deemed an original and both of which when taken together shall be deemed to constitute the same instrument.