Terms and Conditions
While I would rather operate without the need for defined terms and conditions, regrettably, I have no choice. If there is any term or condition that prevents you from dealing with me, I will look at it, and if reasonable, will confirm in writing its exclusion as part of our agreement. The following terms and conditions apply to all design, hosting and associated services offered by Sites by James. By ordering services from Sites by James you are agreeing to the following terms and conditions.
Throughout this document, we/us/our refers to Sites by James. You/your refers to the client/s.
We reserve the right to refuse to provide services for a company or associated services which does not accord with our ethical policy or that we judge to be unfit due to content or otherwise. This includes, but is not limited by, companies or sites containing or promoting adult oriented material such as pornography, companies or sites which promote hatred towards persons belonging to any ethnic group, religion or sexual orientation and companies or sites which infringe copyright or are contrary to UK or other relevant national or local laws or regulations.
The contract between Sites by James 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 Sites by James shall exist based on the quotation with its specifications and these terms and conditions.
Sites by James 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 Sites by James 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, Sites by James will not be responsible for any consequential losses to the client if the deadline is not met.
Design Development Process
When designing graphics or designing for print, Sites by James will provide a draft of the design electronically, which the client may view and comment upon the progress. When designing for the internet or stand alone digital media, Sites by James will provide a draft of the design on its own server during development so that the client may view and comment upon the progress. When the design meets the specifications set out in the quotation with its specifications, Sites by James will invoice the client for the full amount due.
On receipt of payment, in the case of graphic design or design for print, Sites by James will provide the client with any finalised artwork on request. On receipt of payment, in the case of web design, Sites by James will publish the website on its own supplied hosting or provide a full copy of the site for clients to upload to their own hosting. If the latter option is chosen, the client will be wholly responsible for the maintenance of the site and any updates to it. In such a case, Sites by James may offer to carry out either of these tasks (at the normal hourly rate of £40) but is in no way obliged to do so.
In the instance that a time scale has been agreed, Sites by James will not be responsible for any consequential losses to the client if the deadline is not met.
Sites by James will fix all errors notified to Sites by James in writing 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 (unless these can be carried out within the time frame already specified for updates).
ing, Updates and Maintenance
Unless the quotation specifically states otherwise, the cost for any website designed and built by Sites by James includes the first twelve months’ hosting, maintenance and updates. The time allocated for hosting and maintenance to ensure the smooth operation of your site is unlimited. For updates (i.e. changes to the site’s content requested by the client), an allocation of ninety minutes per month is deemed to be more than adequate for clients. This figure is based on Sites by James’ experience in supporting existing clients. Time spent on updates in excess of that ninety minutes will be charged at the normal hourly rate of £40.
Sites by James will do its best to ensure that the website and other services remain functional at all times. However, the internet and the code which services it can throw up significant challenges from time to time. Sites by James 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. 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 and charged accordingly.
Web Design Standards, Accessibility
Sites by James makes every effort to design web pages to current web standards and thus display well in the most popular current browsers. However, we cannot accept responsibility for pages which do not display acceptably in new versions of non-web standard browsers. One version of the website will be created that will display well in all web-standard browsers and at all usual display resolutions.
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, Sites by James 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 Sites by James to service other clients.
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 without fear of breach of copyright laws. The client shall indemnify Sites by James 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 Sites by James , such as HTML code, css style sheets, graphics, photographs and text, will remain the property of Sites by James 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 Sites by James . This allows either party expeditiously to pursue any copyright infringement. Should the client wish to retain exclusive copyright this shall be arranged but the copyright of Sites by James shall only be assigned if done so expressly and in writing to the client.
Testimonial, Reference and Links
Sites by James retains the right to display graphics and other Web design elements as examples of their work in their respective portfolios. Sites by James retain the right to refer other prospective clients to your website as testimonial or reference material.
Search Engine Submission and Results
Sites by James will submit a client’s website to the major search engines. We will carry out on page SEO during the construction of the site but 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. Any subsequent amendments to the website as a result of professional analysis may be charged to the client if they exceed the time allowed every month for client requested updates. Sites by James can accept no responsibility or liability if any search engine, online directory or search site chooses not to list a client’s web site. Nor can we guarantee the relative position of any site in search engine rankings.
Payment terms are 30 days unless otherwise agreed. Whilst any payment due under the agreement remains outstanding, Sites by James shall be entitled at its sole and absolute discretion to withhold provision of any goods or services it would otherwise be obliged to provide under the agreement. Sites by James expects payment by cheque or electronic bank transfer within 30 days of the date on the invoice.
Payment may be made in pounds sterling, Euros or US Dollars provided this has been agreed in advance and a sum sufficient to cover exchange commission and charges and any other additional expenses incurred has been added to the amount due.
In accordance with the Late Payment of Commercial Debts Act 1998 interest will be charged on all payments received outside of payment terms at the rate of five per cent above the Bank of England Base Rate as applicable on the previous 31 December or 30 June whichever is the most recent. In case collection proves necessary, the client agrees to pay all fees (including all legal fees and court costs) incurred by that process.
If for any reason whatsoever we are 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.
Where Sites by James 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 Sites by James to carry out the maintenance or updates to the service level agreed.
After the initial 12 month contract has ended, payment for hosting, maintenance and updates is by monthly fees paid in advance. This is reviewed and renewed annually. The client may cancel at any time by giving 30 days’ notice of their wish to end the agreement.
Where Sites by James cancels a maintenance contract other than for a reason set out in Cancellation and Termination below, a refund of the fees appropriate to that part of the month remaining will be made.
In instances where the client does not wish to continue with the service provided by Sites by James, it is the sole responsibility of the client to manage the site. Sites by James will assist in the transfer of the site by backing it up to cloud based storage (e.g. Dropbox) for which the client will be granted access. The uploading and subsequent management, hosting and updates of the site will then become the sole responsibility of the client and/or their respresentatives or agent/s.
Unforeseen and Additional Costs and Expenses
The transfer of domain names to another server can sometimes become a complex and time consuming matter. Any administrative fees to third parties and the time taken to organise the transfer will be charged to the client irrespective of any quoted amount set out in the quotation with its specifications.
Additional costs incurred in the provision of: stock photography; electronic commerce software; online transaction processing solutions; domain name registration; web space; Internet connection provided by third parties are non refundable.
Additional features to websites, including extra database services, specific hosting requirements, animations (or similar) that are not included in the quotation are subject to surcharge. In the event a feature is required which has not been included in the quotation Sites by James will give notice prior to implementation and seek acceptance of the surcharge. The cost will be added to the final invoice unless the amount exceeds £500 in which case an interim half will be invoiced before implementation and the remainder will be added to the final invoice.
Domain Name Research and Registration
Where the client requests Sites by James to research and register a domain name the domain name will always be the property and in the control of the client. If, for whatever reason, this is not possible then the client will be informed of the fact. All fees and costs incurred will be payable by the client unless this is stated otherwise in the quotation.
Where the operation of the website or other services provided by Sites by James involves the collection and administration of personal data the client is deemed to be the Data Controller and as such is responsible for notification and any consequent costs under the terms of the Data Protection Acts and related regulations.
Sites by James can arrange the required notification and the current fee for Notification and time and other costs will be payable by the client.
The client shall indemnify Sites by James against any actions, costs and liabilities arising from the use in good faith by Sites by James of personal data provided by the client or through the client’s website / promotional material.
Where the 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 et cetera 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 Sites by James and its sub-contractors from any claim, suit, penalty, tax, fine, or tariff arising from the website or other services provided.
If necessary Sites by James 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.
If for any reason whatsoever Sites by James 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 Sites by James 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 Sites by James , 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 Sites by James has been advised of the possibility of such damages.
Quotations and Tenders
Tenders and 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.
Our consultancy service and general advice is, by its nature, subjective. It is up to you whether you decide to follow our ideas and suggestions. It is not possible and we do not guarantee that any of those ideas and suggestions will increase traffic to your site, improve your ratings with search engines or boost sales.
Where training is requested, Sites by James will endeavour 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 Sites by James .
Sites by James ‘s 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, sample Internet design publication on Sites by James ‘s website, file design submission on computer disk, or other method as appropriate to the client’s particular circumstances.
Cancellation and Termination
Sites by James 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 Sites by James 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 three months charges will be payable.
In the event that Sites by James 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 Sites by James waive any of these terms on an individual basis, this shall not affect the validity of remaining clauses or commit Sites by James 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 Sites by James is not entitled to rely on a term or terms in this contract, then Sites by James 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.
In connection with the Client Order, 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, authorization, direction or other communication in connection with this Agreement and the Client (“Notice”) must be made to Sites by James , by email to firstname.lastname@example.org or by post to Sites by James , 19 Lever Street, Hazel Grove, Stockport SK7 4EN. All Notices to Client by Sites by James shall be deemed to have been delivered and given for all purposes if sent to the email address provided by the Client, unless a different email address is provided in writing to Sites by James.
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 wirtten notice thereof 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 Sites by James at any time by publication through its website (www.Sites by James .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.