Terms & Conditions
1.DEFINITIONS
The following terms and conditions document is a legal agreement between Woodward Design Group which is a trading name for Micheal Woodward thereafter "Developer" and "Client" for the purposes of web site design or development. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.
Developer is an Internet web design provider offering the Client graphical design, HTML, CSS, Javascript and other related computer programming languages.
2.ACCEPTANCE OF WORK
Quotations are valid for 10 days from date of issue.
Developer will carry out work only where an invoice has been paid by the Client for the work, unless otherwise agreed at Developers discretion.
When the Client places an order to purchase a web site or web site services updates from Developer, the order represents an offer to Developer to purchase the web site services or web site updates which is accepted by Developer only when an invoice is sent to the Client. No contract for the supply of services exists between Client and Developer until Developer sends an invoice to the Client for payment. The invoice equals acceptance by Developer (or third party supplier) of Clients offer to purchase services from Developer and this acceptance of work is a valid contract between Client and Developer regardless of whether Client receives the invoice.
Any other services on the order which have not been included in the invoice do not form part of the contract. The Client agrees to check the details of the invoice are correct and should print and keep a copy for their records.
Developer is liable to withdraw from contract at any time prior to acceptance. Developer can also reserves the right to withdraw from contract at any given time due to circumstances beyond the developers control.
Additional work requested by the Client which is not specified in the agreed quotation is subject to an additional quotation by the Developer on receipt of specification. If the work is needed as part of an existing project then this may the effect timescale and overall delivery time of the project for which an extra charge may be applied to the account, this work will only be carried out upon acceptance by the client.
Client agrees to provide any needed information and content required by Developer in good time to enable Developer to complete a design or web site work as part of an agreed project.
3.PERMISSION AND COPYRIGHT
All pages, images, text and code on Developer's web site at http://www.enviredesign.co.uk is copyrighted material and cannot be copied or reproduced in any way. If any content is copied or reproduced in any way " Woodward Design Group " reserves the right to ask for the removal on the content. If the copyrighted material is not removed within 24 hours then further action will be taken in order to resolve the issue which could include but does not limit to:
Fines
Involvement of the authorities
Collection of damages
Client and any visitors to the Developer's web site at http://www.enviredesign.co.uk/ may not use any of the pages, images, text or code on the web site for use on Client's or visitors own web site or to create a web site, templates or EKM templates without prior written permission from Developer.
Copyright of the completed web designs, images, pages, code and source files created by Developer for the project shall be with the Client upon final payment only by prior written agreement. Without agreement, ownership of designs and all code is with the Developer.
Intellectual property rights remain with the developer whether or not the client has requested them and shall remain with the developer. Only at the developers discretion will intellectual property right be handed over to the client
These terms of use grant a non-exclusive limited license so that the Client can use the design on one web site on one domain name only. The Client is not permitted to use a design for more than one website without prior written agreement between the Client and the Developer. In the event a copy has been made an placed upon another license then the developer has the right to file for damages and ask for the removal of the copyrighted material.
Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and the Developer.
Client hereby agrees that all media and content made available to Developer for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend Developer from any claim or suit that may arise as a result of using the supplied media and content.
Client agrees that Developer may include development credits and links within any code Developer designs, builds or amends. If Developer designs a web site for a Client then Client agrees that Developer may include a development credit and link displayed on the Clients web site. If Developer builds or amends a web site for a Client then Client agrees that Developer may include a development credit and link displayed on the Clients web page, which may be within the code but not displayed on a web browser if requested by Client. Client agrees that Developer may include development credits and links on the templates Developer offers for sale on the web site at http://www.enviredesign.co.uk/
Client agrees that Developer reserves the right to include any work done for the Client in a portfolio of work whether it be online or offline in a hard copy. This will remain until the developer removes the content for a non-disclosed reason.
4.MATERIAL
Developer reserves the right to refuse to handle:
a) Any media which is unlawful or inappropriate;
b) Any media which contains a virus or hostile program;
c) Any media which constitutes harassment, racism, violence, obscenity, harmful intent or spamming
d) Any media which constitutes a criminal offence, infringes privacy or copyright
6.CUSTOM WEB EKM DESIGN
For web site graphic designs as part of the "Custom EKM Web Design" offered on the web site at http://www.enviredesign.co.uk/ Developer will design a layout of the site based on specifications made by the Client in the order form and as agreed by Developer. All pages of the site will use the same design layout which will surround the centre content to the top, left, right and bottom of the page. Developer reserves the right to quote separately for any additional different design layouts to surround the centre content to the top, left, right and bottom of any page. If Client chooses to use imagery in the design they may provide 2-4 images of their choosing to the Developer for use in the design layout, or Developer can use 2-4 generic stock images. If Client has a logo they can provide it to the Developer for use in the design layout, or the Developer will create a simple web site logo. Developer will make available to the Client a watermarked version of the design layout for approval. It is important that Client communicates information to the Developer to achieve the required result. Client agrees that they are permitted upto 2 hours of alterations to the layout. All alterations are to be requested in writing either by email or postal mail by the Client. After the 2 hours of alterations have been completed, Developer reserves the right to advise the Client of such and send a separate quotation to the Client and to request payment for any further alterations. Developer reserves the right to request payment be received for further alterations before continuing work. Upon completion of agreed design the Client is asked to confirm in writing by email or postal mail that the design and the screen size is signed off as complete and agree that any further design alterations are chargeable.
For web site build coding as part of the "Custom web design package" offered on the web site at http://www.enviredesign.co.uk/ , Developer will build the site based on the specifications in the original quotation. The Client is to provide the digital content for each page of upto 4 images per page and text of upto 1000 words per page. Developer reserves the right to charge an additional cost for typing out hard copy or scanning content or photographs for image creation. Once the site is built, Client agrees that they are permitted upto 2 hours of alterations to images and text content in the centre area of the pages, not including the agreed design layout template which surrounds the centre content to the top, left, right and bottom of the page, the logo or navigational areas of the page. All alterations are to be requested in writing either by email or postal mail by the Client. After the 2 hours of alterations have been completed, Developer reserves the right to advise the Client of such and send a separate quotation to the Client and to request payment for any further alterations. Developer reserves the right to request payment be received for further alterations before continuing work.
7. PROJECTS
Client agrees that a HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by internet browser software. Developer agrees to try and match the design as closely as is possible when building the code.
During a website project it is important that Client communicates information to the Developer to achieve the required result.
Client agrees that for graphic design work they are permitted upto 2 hours of alterations and for coding work they are permitted upto 2 hours of alterations. All alterations are to be requested in writing either by email or postal mail by the Client. After the 3 hours of alterations have been completed either in graphic design or coding, Developer reserves the right to advise the Client of such and send a separate quotation to the Client and to request payment for any further alterations. Developer reserves the right to request payment be received for further alterations before continuing work. Upon completion of agreed design the Client is asked to confirm in writing by email or postal mail that the design and the screen size is signed off as complete and agree that any further design alterations are chargeable.
If the Client requests design or content alterations to pages that have already been completed, new pages or different functionality other than that specified in the original quotation, Developer reserves the right to quote separately for these alterations. Examples of alterations include, but are not limited to:
1. Altering the design layout template which surrounds the centre content to the top, left, right and bottom of the page
2. Altering the logo
3. Altering layers, tables, data, graphics, images and text & General Coding
4. Addition of a new area or layer to redesign the whole or part of a page
5. Altering colours and font styles
6. Changing the widths and heights of objects on the page
7. Altering the design and structure of navigational menus, links, buttons
8. Altering or adding new functionality to the page, navigation, Javascripts etc
If optimized pages are included as part of the project, Developer will optimize the Client's web pages which already make up part of the project, optimized pages is not creation of new pages. The optimization of the web pages can include the meta tags, keywords, description, title, alt tags and text provided by the Client. If optimization is not included in the project then no optimization work will be carried out on the project unless stated so by the developer in writing to the client.
If the Client does not provide keywords information needed by Developer, then Developer will include it to its best judgment. Where optimized pages are not included as part of the project, Developer will provide a standard meta tag set for each page.
If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, then Client agrees that Developer can apply a nearest available alternative solution.
Developer at all times applies reasonable skill and care in provision of services.
Once the project is completed, Developer will upload the web site to the Client's live web address if included as part of a project. in the event of an issue arising during the transfer/uploading of a design the client understands and agrees that the clients website may be offline for longer than originally stated by the developer. The client also agree that no claim can be made against the developer for such incident/issue.
After site completion, a Client or a third party of their choosing may wish to edit their web site code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If Client or a third party of their choosing edits the web site code and this results in functionality errors or the page displaying incorrectly, then Developer reserves the right to quote for work to repair the web site.
In the event that a third party enters into the clients code will result in the developer voiding and canceling any ongoing support that is offered by the developers effective immediately and it will be left in the hands of the third party to fix this issue that has arisen from entering into the code.
Developer reserves the right to assign subcontractors in whole or as part of a project if needed.
Developer will keep a copy of the site and design source files when a web site project is being worked on. However, the Client agrees that it is their responsibility to have regular backups made by themselves or the third party hosting services in case of a software or hardware failure at the third party hosting servers.
All communications between Developer and Client shall be by telephone, email, except where agreed at Developer's discretion.
8.PAYMENT TERMS
Prices are subject to change without notice.
For any work Developer requires a payment to be received in advance for the work being carried out and before handover of files, except where agreed at Developer's own discretion. Typically a deposit of 50% is payable before work is carried out/ project commences and is non-refundable once the amount has been paid.
The Client chooses either to pay the full cost in one payment or split the cost into 2 payments to be agreed with the Developer. Should the cost be split into 2 payments then the first half of the payment is to be received before work commences and the second payment to be received when requested by Developer upon completion of the project.
In the result of the client defaulting on the prearranged payment date reserve the right to add but not limited to a 50GBP late or non payment fee for this. In order for you to receive this payment charge you payment will be more than 2 weeks over the original payment deadline first set by the developer, if the developer gave an extension on the payment deadline the client forgoes any payment grace that they may have been given or were entitles to as a result.
Once the final payment has been received and the work finished, the files will be handed over to the Client or uploaded if included as part of a project.
Once an invoice is sent to the Client it must either be paid either by a "Bank Transfer" directly to the Developers bank account or over the telephone using a major credit or debit card. We DO NOT accept cheques.
All invoices must be paid in full within 48 hours of the invoice date, except where agreed at Developer's own discretion.
Developer reserves the right to decline further work on a project if there are invoices outstanding with the Client.
Client may request that the Developer cancel a project in writing by email or postal mail to Developer and the project is cancelled only if Developer confirms work has not been started on the project. If Developer has begun or completed the work and the Client no longer requires the files but have agreed to the work, they are still obliged to pay Developer for the work that has been carried out. If the project is judged to be further advanced than the 50% deposit and if the project is cancelled the Developer retains the right to invoice for the proportion of work completed from and above the 50%.
All invoices are submitted by email except where required otherwise by regulations or agreed at Developer's discretion.
Developer reserves the right to remove its work for Client from the Internet if payments are not received and replace with a Developers message to the client informing them of unpaid payments. Removal of work/content from the clients website does NOT make the contract between developer and client null and void.
9.LIABILITY AND WARRANTY DISCLAIMER
Developer provides their web site and the contents thereof on an "as is" basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. Developer cannot guarantee the functionality or operations of their web site or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete. Developer also need constant access to the design area of the clients shop , failing to be able to access this will result in all ongoing support/maintenance being voided.
The Client agrees Developer is not liable for any bugs, performance issues or failure of their EKM software as EKMPowershop is provided by EKM Systems Ltd which is a separate company. Any bugs, performance issues or failure with the software will be directed to EKM Systems Ltd.
Developer endeavors to provide a web site within given delivery timescales to the best of its ability. However, the Client agrees that Developer is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.
The Client agrees Developer is not liable for absence of service as a result of illness or holiday time.
The Client agrees Developer is not liable for any failure to carry out services for reasons beyond it's control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
Developer is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.
On handover of files from Developer to Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.
Whilst every effort is made to make sure files are error free, Developer cannot guarantee that the display or functionality of the web design or the web site will be uninterrupted or error free. If after handover of files errors are found in code the Developer has created and the main browsers Internet Explorer and Mozilla Firefox, domain name setup and hosting setup are the same as when work began, then Developer can correct these errors for the Client free of charge.
If after handover of files errors are found in code the Developer has created and the main browsers Internet Explorer and Mozilla Firefox have released an updated software version, or the domain name setup or hosting setup has been changed, Developer cannot correct errors for the Client free of charge and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name setup or hosting setup.
Should Client goes into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, Developer reserves the right to cancel forthwith any projects and invoice Client for any work completed.
Developer shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or web site, even if Developer has been advised of the possibility of such damages.
There are sometimes laws and taxes which affect Internet ecommerce. Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client's exercise of Internet ecommerce.
Developer may from time to time recommend to the Client that updates are needed to their site to comply with, including but not limited to, new legislations, software releases and web standards. Developer reserves the right to quote for any updates as separate work. Client agrees Developer is not liable for any failure to inform or implement these updates to their site. Client agrees that it shall defend, indemnify, save and hold Developer harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.
10.INDEMNIFICATION
Client agrees to use all Developer services and facilities at their own risk and agree to defend, indemnify, save and hold Developer harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney's fees against Developer or it's associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. Client agrees this indemnification extends to all aspects of the project, including but not limited to web site content and choice of domain name.
Client also agrees to defend, indemnify and hold harmless Developer against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organization.
12.NONDISCLOSURE
Developer and any third party associates agrees that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information unless they feel it is in the best interest of the client. Likewise, the Client agrees that it will not convey any confidential information about Developer to another party.
13.PRIVACY POLICY
Developer and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the following purposes 1) to identify the Client in communications with them 2) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.
13.INTERPRETATION
Developer reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these terms and conditions. Developer shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.
This agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.
Where one or more terms of this 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.
Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.
Developer reserves the right to alter these Terms and Conditions at any time without prior notice, the latest terms and conditions can be found at the Developers web site at http://www.enviredesign.co.uk.
By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.
