Terms & Conditions
The following terms and conditions refer to The Drummer Collective Limited ("The Agency") and its relationship with its clients and potential clients.
1. Quotes & Prices
1.1. All quotes/estimates are valid for 30 days from the date of submission.
1.2. Quotes/estimates are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should the client’s requirements change at any time.
1.3. Unless otherwise stated, photography, stock images, delivery, copywriting and VAT will be charged extra.
1.4. If the contract or hourly price has not been fixed for the term of a contract, our hourly rate of £100 will apply.
1.5. The Agency reserves the right to alter the hourly rate at any time.
1.6. Quotes/estimates are based on the Agency's current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
1.7. Any estimates given by The Agency as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only.
1.8. Any stated timescale is reliant upon the client providing all required information/copy/images within the time set out at project initiation.
2. Methods
2.1. The Agency provides services only on the basis that the Client instructing us gives us all proper, necessary and timely instructions, authority and information (including the execution of all documents required) to enable us to undertake lawfully and effectively the business instructed, and that those instructing us indemnify us accordingly.
2.2. The Agency reserves the right to sub-contract the fulfilment of an order or any part thereof.
2.3. Any images supplied electronically will be incorporated into designs without charge provided that they are of suitable quality. Any logos that need to be re-drawn or supplied images that require alterations will be charged extra at our hourly rate. Images sourced from external image libraries may incur additional licence/royalty charges payable by the Client.
2.4. Should the Client supply text, artwork or images, the Agency is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.
2.5. The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim.
2.6. Origination and/or conceptual work and any copyright subsisting therein shall remain the property of the Agency unless otherwise agreed in writing with the Client.
2.7. The Client’s property and property supplied to the Agency on behalf of the Client, while it is in the possession of the Agency or in transit to or from the Client, will be deemed to be at Client’s risk unless otherwise agreed and the Client should insure accordingly.
2.8. The Agency may charge rent for storage of goods retained at Client’s request, or items left with the Agency before receipt of the order or after notification to the Client of completion of the work.
2.9. When required to expedite project delivery ahead of the time needed for proper production of a given deadline, the Agency shall not be liable for defects occasioned thereby. Should such delivery incur additional costs, these will be payable by the Client.
2.10. The Agency shall not be required to use, print, upload or hold any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of a third party.
2.11. Unless otherwise specified or agreed, estimated prices include three rounds of amends. Further creative costs incurred beyond three rounds of corrections will be charged accordingly.
2.12. When the Agency provides contracted retained services to the Client, the value of those retained services will be invoiced on a monthly basis with payment due within 30 days of receipt. Additional expenses for travel and other costs will be charged separately. If the Client wishes to terminate the retained service agreement, the Agency requires 6 months written notice.
3. Invoices & Payment
3.1. The Agency accept orders and instructions only on the basis that those instructing us do so as principals and are liable directly to the Agency for payment of account.
3.2. Payment must be made no more than 30 days after date of invoice unless otherwise agreed in writing in advance. The Agency reserves the right to charge interest at 5% above the Bank of England base rate for any unpaid invoices.
3.3. We understand and will exercise our statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998 amended by European Directive 2000/35/EC if we are not paid according to these terms.
3.4. All work remains copyrighted to the Agency until settlement of relevant fee account.
3.5. All invoices are subject to UK VAT at the current rate, unless a valid exemption certificate is provided.
3.6. All payments must be in UK Pounds Sterling.
3.7. All work completed after project inception will be billed as it is completed at the end of every calendar month as Work in Progress (WIP) until the conclusion of the project.
3.8. If the Agency incurs any costs as a result of the Client’s neglect or default, the Agency may charge those costs to the Client in addition to the contract price.
3.9. The Client shall pay for any preliminary work which is produced at their request, whether experimentally or otherwise.
3.10. Where the Client instructs the Agency to undertake any service, the Clients is responsible for the Agency’s costs in providing that service whether or not it proceeds to its conclusion (non-completion of services).
3.11. When payment is overdue, the Agency may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment therefore becomes immediately due and payable, notwithstanding anything expressed herein.
3.12. The Agency may require payment in advance, or a deposit of at least 50% of the quote/estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.
3.13. If your payment is returned by the bank as unpaid for any reason, you will be liable for a charge of £50 for each occurrence.
3.14 Any queries relating to an invoice received must be raised from the Client to the Agency within 14 days of receipt of that invoice.
4. Proofing
4.1. Proofs, pull samples, specimens, sketches, photographs, links or any representation, whether partial or total, of the finished article in whatever form may be submitted to the Client for approval.
4.2. After approval the Client shall have no claim against the Agency for errors in the exemplar as approved by them. Alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to the judgement of the Agency, changes made by the Client shall also be charged extra.
5. Production & Delivery
5.1. Standing matter and printers’ materials of any kind are effaced or disposed of immediately after the order is executed unless written arrangements are made for retention in advance.
5.2. In the case of machine readable codes or symbols, the Agency shall print the same as specified or approved by the Client in accordance with generally accepted standards and procedures. The Client shall be responsible for satisfying themselves that the code or symbol will read correctly on the equipment likely to be used by those for whom the code or symbol is intended.
5.3. The Client shall indemnify the Agency against any claims by any party resulting from the code or symbol not reading or not reading correctly for any reason, except to the extent that such claim arises from any failure of the Agency to comply with any of the above which is not attributable to error falling within the tolerances generally accepted in the trade in relation to printing of this sort.
5.4. Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the Agency and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of despatch of the goods) and any claim in respect thereof must be made in writing to the Agency and the carrier within seven days of delivery (or, in the case of non-delivery, within 42 days of despatch). All other complaints and claims must be made in writing to the Agency within 28 days of delivery. The Agency shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Client proves that it was not possible to comply with the requirements and advice (where required) was given and the claim made as soon as reasonably possible.
6. Digital Development
6.1. The Agency can only program sites to be as secure as reasonably possible at the time of delivery and can not offer indemnity against future threats/developments.
6.2. Once the Agency has deemed a project to be complete, any amendments will be charged at the Agency’s standard billing structure of £100/hour.
6.3. The Agency develops websites for compatibility with the current, commonly accepted web browsers and not all previous versions or every browser. If further compatibility is required, the Agency must be advised at the outset.
6.4. The Client shall supply the copy for your web pages in clear and usable permanent or electronic form and shall be entirely responsible for the content of the web pages.
6.5. All images uploaded to websites by the Client (via CMS, FTP or other) should be optimised (compressed file size). The Agency can provide advice on the best image editing software packages, but accepts no responsibility for the performance or compatibility of third-party software, or the results they produce.
6.6. When a test link is provided, it is the responsibility of the Client to test the functionality, read and check all copy, as well as approve the design and images used before approval is given.
6.7. The Agency can provide legal disclaimers and privacy policies; but it is the responsibility of the Client to confirm with their own legal advisers that these meet their individual requirements, as The Agency accepts no responsibility for their accuracy, relevance or currency.
7. Web Hosting
7.1. The Agency offers website hosting and database hosting services through the use of third party providers and is subject to requirements set out in these terms and conditions and any other relevant terms and conditions, policies and notices which may be applicable to the supply of hosting services.
7.2. The Agency will always endeavour to provide the best possible level of service, but cannot guarantee 100% availability of service. The Agency and our suppliers accept no responsibility for any losses caused through a loss of service.
7.3. Any work undertaken by the Agency at the request of the Client will be charged at our standard rate of £100 per hour, including investigations regarding problems or loss of service that are not due to the Agency or our suppliers. The Agency should only be contacted after you and your IT professional/advisor have established that any problems are not due to you or your systems.
7.4. The Agency’s annual hosting fee covers the ongoing management of the server on which the Client’s website is hosted, including security patches, server health checks, uptime/performance monitoring and general maintenance. It does not include maintenance or updates of the Client’s website (whether core updates or third party plugins) or databases. Website maintenance and updating will be quoted on request subject to scope of requirements.
7.5. The Client represents, undertakes and warrants to the Agency to use the website only for lawful purposes. In particular, to not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor to authorise or permit any other person to do so.
7.6. The Client represents, undertakes and warrants to the Agency not to host, post, publish, disseminate, link to or transmit any material or information which constitutes, or encourages the commission of a criminal offence, or which threatens, harasses, stalks, abuses, disrupts or violates the legal rights (including rights of privacy and publicity) of others, or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
7.7. The Client shall observe the procedures which the Agency may from time to time prescribe and shall make no use of the Server which is detrimental to other customers.
7.8. The Client is entirely responsible for any civil or criminal liability that is incurred as a result of any use of their web pages. If the Client posts or allows to be posted a defamatory or libellous message, it is the Client that will be deemed to have published it and be liable for the consequences of it.
7.9. All charges payable for web hosting services shall be in accordance with the scale of charges and rates published from time to time by the Agency and shall be due and payable in advance of their service provision without any set-off or other deduction. We reserve the right to change pricing at any time, although all pricing is guaranteed for the current subscription period.
7.10. The Agency shall not be liable for any loss to the Client arising from delay in transit howsoever caused.
7.11. The risk in the goods passes to the Client upon delivery (whether to the Client or to a common carrier) but legal and beneficial ownership shall remain with the Agency until payment in full has been received (each delivery being considered as a whole).
8. Insolvency
8.1. If the Client ceases to pay their debts in the ordinary course of business, or cannot pay their debts as they become due, or is deemed to be unable to pay their debts or have a winding-up petition issued against them, or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against them, the Agency without prejudice to other remedies shall:
8.1.1. Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due.
8.1.2. In respect of all unpaid debts due from the Client have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days' notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.
9. Force Majeure
9.1. The Agency shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may by written notice to the Agency elect 'to terminate the contract and pay for work done and materials used', but subject thereto shall otherwise accept delivery when available.
10. Information Provided by You
10.1. You warrant that the name, address and payment information provided when you place your order with the Agency will be correct and you agree to notify the Agency of any changes in the name, address and/or payment details.
10.2. You agree that the Agency may disclose your name and address where any enquiries are made.
10.3. You warrant that you possess the legal right and ability to enter into this Agreement and to use the Agency's services in accordance with this Agreement.
11. Indemnity
11.1. You shall indemnify us and keep us indemnified and hold us harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement, or arising out of claims based upon or relating to our work for you or any claim brought against us by a third party resulting from the provision of any Services to you and your use of them.
11.2. The Agency will notify you promptly of any claim for which the Agency seeks specific indemnification at the currently supplied address. The Agency will afford you the opportunity to participate in the defence of such claim, provided that your participation will not be conducted in a manner prejudicial to the Agency's interests, as reasonably determined by the Agency and/or its legal representatives.
12. Limitation of Liability
12.1. All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, are subject always to sub clause 1.9.2.
12.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
12.3. In any event, no claim against the Agency shall be brought unless you have notified the Agency of the claim within one year of the issue arising.
12.4. In no event shall the Agency be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of business, contracts, anticipated savings or profits or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Agency's negligence or the negligence of its servants or agents or otherwise) which arise out of or in connection with the provision of any goods or services by the Agency.
12.5. The Agency warrants that its services will be provided using reasonable care and skill. Where the Agency supplies any goods supplied by a third party, the Agency does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods to the Agency.
13. General Terms
13.1. These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England and you hereby submit to the non-exclusive jurisdiction of the English courts.
13.2. The Agency shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control.
13.3. All quotes/estimates, briefs and other Client/Agency documents are commercially confidential and may not be disclosed to third parties without prior written agreement.
13.4. These terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between the Agency and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral: between the Agency and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you confirm that you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.
13.5. Any notice to be given by either party to the other may be sent by either email or post to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two days following the date of posting.
13.6. Headings, numbering and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
13.7. You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and the Agency as a result of your use of these services. You agree not to hold yourself out as a representative, agent or employee of the Agency. You agree that the Agency will not be liable by reason of any representation, act or omission to act by you.
13.8. The Agency’s services are provided solely for the use of the Client on whose behalf the work has been commissioned, and shall not be used or relied upon by any other third party.
13.9. The Agency reserves the right to revise, alter, modify or amend these terms and conditions, and any of our other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.
13.10. The Agency reserves the right to use any work produced for the Client for the purpose of self-promotion.
13.11. If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will be not be deemed to be prejudiced.
13.12. This Agreement takes effect on the date on which you order our services. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions.
13.13. You shall not assign this Agreement or any benefits or interests arising under this Agreement without the Agency’s prior written permission.
1. Quotes & Prices
1.1. All quotes/estimates are valid for 30 days from the date of submission.
1.2. Quotes/estimates are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should the client’s requirements change at any time.
1.3. Unless otherwise stated, photography, stock images, delivery, copywriting and VAT will be charged extra.
1.4. If the contract or hourly price has not been fixed for the term of a contract, our hourly rate of £100 will apply.
1.5. The Agency reserves the right to alter the hourly rate at any time.
1.6. Quotes/estimates are based on the Agency's current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
1.7. Any estimates given by The Agency as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only.
1.8. Any stated timescale is reliant upon the client providing all required information/copy/images within the time set out at project initiation.
2. Methods
2.1. The Agency provides services only on the basis that the Client instructing us gives us all proper, necessary and timely instructions, authority and information (including the execution of all documents required) to enable us to undertake lawfully and effectively the business instructed, and that those instructing us indemnify us accordingly.
2.2. The Agency reserves the right to sub-contract the fulfilment of an order or any part thereof.
2.3. Any images supplied electronically will be incorporated into designs without charge provided that they are of suitable quality. Any logos that need to be re-drawn or supplied images that require alterations will be charged extra at our hourly rate. Images sourced from external image libraries may incur additional licence/royalty charges payable by the Client.
2.4. Should the Client supply text, artwork or images, the Agency is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.
2.5. The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim.
2.6. Origination and/or conceptual work and any copyright subsisting therein shall remain the property of the Agency unless otherwise agreed in writing with the Client.
2.7. The Client’s property and property supplied to the Agency on behalf of the Client, while it is in the possession of the Agency or in transit to or from the Client, will be deemed to be at Client’s risk unless otherwise agreed and the Client should insure accordingly.
2.8. The Agency may charge rent for storage of goods retained at Client’s request, or items left with the Agency before receipt of the order or after notification to the Client of completion of the work.
2.9. When required to expedite project delivery ahead of the time needed for proper production of a given deadline, the Agency shall not be liable for defects occasioned thereby. Should such delivery incur additional costs, these will be payable by the Client.
2.10. The Agency shall not be required to use, print, upload or hold any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of a third party.
2.11. Unless otherwise specified or agreed, estimated prices include three rounds of amends. Further creative costs incurred beyond three rounds of corrections will be charged accordingly.
2.12. When the Agency provides contracted retained services to the Client, the value of those retained services will be invoiced on a monthly basis with payment due within 30 days of receipt. Additional expenses for travel and other costs will be charged separately. If the Client wishes to terminate the retained service agreement, the Agency requires 6 months written notice.
3. Invoices & Payment
3.1. The Agency accept orders and instructions only on the basis that those instructing us do so as principals and are liable directly to the Agency for payment of account.
3.2. Payment must be made no more than 30 days after date of invoice unless otherwise agreed in writing in advance. The Agency reserves the right to charge interest at 5% above the Bank of England base rate for any unpaid invoices.
3.3. We understand and will exercise our statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998 amended by European Directive 2000/35/EC if we are not paid according to these terms.
3.4. All work remains copyrighted to the Agency until settlement of relevant fee account.
3.5. All invoices are subject to UK VAT at the current rate, unless a valid exemption certificate is provided.
3.6. All payments must be in UK Pounds Sterling.
3.7. All work completed after project inception will be billed as it is completed at the end of every calendar month as Work in Progress (WIP) until the conclusion of the project.
3.8. If the Agency incurs any costs as a result of the Client’s neglect or default, the Agency may charge those costs to the Client in addition to the contract price.
3.9. The Client shall pay for any preliminary work which is produced at their request, whether experimentally or otherwise.
3.10. Where the Client instructs the Agency to undertake any service, the Clients is responsible for the Agency’s costs in providing that service whether or not it proceeds to its conclusion (non-completion of services).
3.11. When payment is overdue, the Agency may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment therefore becomes immediately due and payable, notwithstanding anything expressed herein.
3.12. The Agency may require payment in advance, or a deposit of at least 50% of the quote/estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.
3.13. If your payment is returned by the bank as unpaid for any reason, you will be liable for a charge of £50 for each occurrence.
3.14 Any queries relating to an invoice received must be raised from the Client to the Agency within 14 days of receipt of that invoice.
4. Proofing
4.1. Proofs, pull samples, specimens, sketches, photographs, links or any representation, whether partial or total, of the finished article in whatever form may be submitted to the Client for approval.
4.2. After approval the Client shall have no claim against the Agency for errors in the exemplar as approved by them. Alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to the judgement of the Agency, changes made by the Client shall also be charged extra.
5. Production & Delivery
5.1. Standing matter and printers’ materials of any kind are effaced or disposed of immediately after the order is executed unless written arrangements are made for retention in advance.
5.2. In the case of machine readable codes or symbols, the Agency shall print the same as specified or approved by the Client in accordance with generally accepted standards and procedures. The Client shall be responsible for satisfying themselves that the code or symbol will read correctly on the equipment likely to be used by those for whom the code or symbol is intended.
5.3. The Client shall indemnify the Agency against any claims by any party resulting from the code or symbol not reading or not reading correctly for any reason, except to the extent that such claim arises from any failure of the Agency to comply with any of the above which is not attributable to error falling within the tolerances generally accepted in the trade in relation to printing of this sort.
5.4. Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the Agency and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of despatch of the goods) and any claim in respect thereof must be made in writing to the Agency and the carrier within seven days of delivery (or, in the case of non-delivery, within 42 days of despatch). All other complaints and claims must be made in writing to the Agency within 28 days of delivery. The Agency shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Client proves that it was not possible to comply with the requirements and advice (where required) was given and the claim made as soon as reasonably possible.
6. Digital Development
6.1. The Agency can only program sites to be as secure as reasonably possible at the time of delivery and can not offer indemnity against future threats/developments.
6.2. Once the Agency has deemed a project to be complete, any amendments will be charged at the Agency’s standard billing structure of £100/hour.
6.3. The Agency develops websites for compatibility with the current, commonly accepted web browsers and not all previous versions or every browser. If further compatibility is required, the Agency must be advised at the outset.
6.4. The Client shall supply the copy for your web pages in clear and usable permanent or electronic form and shall be entirely responsible for the content of the web pages.
6.5. All images uploaded to websites by the Client (via CMS, FTP or other) should be optimised (compressed file size). The Agency can provide advice on the best image editing software packages, but accepts no responsibility for the performance or compatibility of third-party software, or the results they produce.
6.6. When a test link is provided, it is the responsibility of the Client to test the functionality, read and check all copy, as well as approve the design and images used before approval is given.
6.7. The Agency can provide legal disclaimers and privacy policies; but it is the responsibility of the Client to confirm with their own legal advisers that these meet their individual requirements, as The Agency accepts no responsibility for their accuracy, relevance or currency.
7. Web Hosting
7.1. The Agency offers website hosting and database hosting services through the use of third party providers and is subject to requirements set out in these terms and conditions and any other relevant terms and conditions, policies and notices which may be applicable to the supply of hosting services.
7.2. The Agency will always endeavour to provide the best possible level of service, but cannot guarantee 100% availability of service. The Agency and our suppliers accept no responsibility for any losses caused through a loss of service.
7.3. Any work undertaken by the Agency at the request of the Client will be charged at our standard rate of £100 per hour, including investigations regarding problems or loss of service that are not due to the Agency or our suppliers. The Agency should only be contacted after you and your IT professional/advisor have established that any problems are not due to you or your systems.
7.4. The Agency’s annual hosting fee covers the ongoing management of the server on which the Client’s website is hosted, including security patches, server health checks, uptime/performance monitoring and general maintenance. It does not include maintenance or updates of the Client’s website (whether core updates or third party plugins) or databases. Website maintenance and updating will be quoted on request subject to scope of requirements.
7.5. The Client represents, undertakes and warrants to the Agency to use the website only for lawful purposes. In particular, to not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor to authorise or permit any other person to do so.
7.6. The Client represents, undertakes and warrants to the Agency not to host, post, publish, disseminate, link to or transmit any material or information which constitutes, or encourages the commission of a criminal offence, or which threatens, harasses, stalks, abuses, disrupts or violates the legal rights (including rights of privacy and publicity) of others, or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
7.7. The Client shall observe the procedures which the Agency may from time to time prescribe and shall make no use of the Server which is detrimental to other customers.
7.8. The Client is entirely responsible for any civil or criminal liability that is incurred as a result of any use of their web pages. If the Client posts or allows to be posted a defamatory or libellous message, it is the Client that will be deemed to have published it and be liable for the consequences of it.
7.9. All charges payable for web hosting services shall be in accordance with the scale of charges and rates published from time to time by the Agency and shall be due and payable in advance of their service provision without any set-off or other deduction. We reserve the right to change pricing at any time, although all pricing is guaranteed for the current subscription period.
7.10. The Agency shall not be liable for any loss to the Client arising from delay in transit howsoever caused.
7.11. The risk in the goods passes to the Client upon delivery (whether to the Client or to a common carrier) but legal and beneficial ownership shall remain with the Agency until payment in full has been received (each delivery being considered as a whole).
8. Insolvency
8.1. If the Client ceases to pay their debts in the ordinary course of business, or cannot pay their debts as they become due, or is deemed to be unable to pay their debts or have a winding-up petition issued against them, or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against them, the Agency without prejudice to other remedies shall:
8.1.1. Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due.
8.1.2. In respect of all unpaid debts due from the Client have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days' notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.
9. Force Majeure
9.1. The Agency shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may by written notice to the Agency elect 'to terminate the contract and pay for work done and materials used', but subject thereto shall otherwise accept delivery when available.
10. Information Provided by You
10.1. You warrant that the name, address and payment information provided when you place your order with the Agency will be correct and you agree to notify the Agency of any changes in the name, address and/or payment details.
10.2. You agree that the Agency may disclose your name and address where any enquiries are made.
10.3. You warrant that you possess the legal right and ability to enter into this Agreement and to use the Agency's services in accordance with this Agreement.
11. Indemnity
11.1. You shall indemnify us and keep us indemnified and hold us harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement, or arising out of claims based upon or relating to our work for you or any claim brought against us by a third party resulting from the provision of any Services to you and your use of them.
11.2. The Agency will notify you promptly of any claim for which the Agency seeks specific indemnification at the currently supplied address. The Agency will afford you the opportunity to participate in the defence of such claim, provided that your participation will not be conducted in a manner prejudicial to the Agency's interests, as reasonably determined by the Agency and/or its legal representatives.
12. Limitation of Liability
12.1. All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, are subject always to sub clause 1.9.2.
12.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
12.3. In any event, no claim against the Agency shall be brought unless you have notified the Agency of the claim within one year of the issue arising.
12.4. In no event shall the Agency be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of business, contracts, anticipated savings or profits or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Agency's negligence or the negligence of its servants or agents or otherwise) which arise out of or in connection with the provision of any goods or services by the Agency.
12.5. The Agency warrants that its services will be provided using reasonable care and skill. Where the Agency supplies any goods supplied by a third party, the Agency does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods to the Agency.
13. General Terms
13.1. These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England and you hereby submit to the non-exclusive jurisdiction of the English courts.
13.2. The Agency shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control.
13.3. All quotes/estimates, briefs and other Client/Agency documents are commercially confidential and may not be disclosed to third parties without prior written agreement.
13.4. These terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between the Agency and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral: between the Agency and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you confirm that you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.
13.5. Any notice to be given by either party to the other may be sent by either email or post to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two days following the date of posting.
13.6. Headings, numbering and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
13.7. You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and the Agency as a result of your use of these services. You agree not to hold yourself out as a representative, agent or employee of the Agency. You agree that the Agency will not be liable by reason of any representation, act or omission to act by you.
13.8. The Agency’s services are provided solely for the use of the Client on whose behalf the work has been commissioned, and shall not be used or relied upon by any other third party.
13.9. The Agency reserves the right to revise, alter, modify or amend these terms and conditions, and any of our other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.
13.10. The Agency reserves the right to use any work produced for the Client for the purpose of self-promotion.
13.11. If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will be not be deemed to be prejudiced.
13.12. This Agreement takes effect on the date on which you order our services. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions.
13.13. You shall not assign this Agreement or any benefits or interests arising under this Agreement without the Agency’s prior written permission.
