Nothing herein contained is intended to affect, nor will it affect, a Consumer’s statutory rights under The Supply of Goods and Services Act 1982, The Sale of Goods Act 1979, The Unfair Contract Terms Act 1977 or The Consumer Protection Act 1987 or any amendments thereof or statutory additions thereto.
In these Terms and Conditions:
Company Synchronised Web Design Limited or any associated business or successor thereof.
Client Shall mean the person, firm or company that purchases or agrees to purchase goods or services from the Company.
Proposal Shall mean a quotation or other similar document describing the services.
Services Shall mean the design services as described in the proposal and accepted by the Customer.
Agreement Shall mean the accepted Proposal for Services between the Company and the Client for the provision of the Services incorporating these Terms and conditions.
1. Terms and Conditions
All works to be undertaken and all goods to be supplied by the Company shall be so subject to these terms and conditions and, subject to the statement on Consumer Transactions above. No other terms, conditions or warranties are to be implied into the Contract unless expressly accepted in writing by an authorised representative of the Company.
2.1 The Proposal for Services is attached to these Terms and Conditions.
2.2 The Proposal for Services shall remain valid for a period of 60 days.
2.3 The Proposal must be accepted by the Client in its entirety.
3. Services and Delivery
3.1 The Services are as described in the Proposal.
3.2 Any variation to the Services must be agreed by the Company in writing.
3.3 The Services shall commence upon acceptance by the Client of the Proposal for Services and continue until all project deliverables are completed unless terminated according to these Terms and Conditions.
3.4 The Services shall be carried out at the place of work of the Company or the Client or any other location that the Company deems appropriate.
3.5 The Company shall provide technical support, if required, by phone or by e-mail during the hours of 9am – 5pm. If an issue occurs outside these hours the client may e-mail the Company or leave a telephone message on the office number 01845 577413. The Company will endeavour to respond to the client by the start of the next business day.
3.6 Dates given for the delivery of Services are estimates only and not guaranteed. Time for delivery shall not be of the essence of the Agreement and the Company shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery.
4. Price and Payment
4.1 The price for Services is as specified in the Proposal and is inclusive of VAT and any other charges as outlined in the Proposal.
4.2 The terms for payment are as specified in the Proposal.
4.3 All direct costs and expenses incurred by the Company in connection with the provision of the Services will be re-charged at cost or according to standard charges as described in the Proposal and are payable by the Client on production of the appropriate receipts.
4.4 The Client must settle all payments for Services within 14 days from the invoice date. The finished Services will not be made available to the Client until payment has been received by the Company.
4.5 The Client will pay interest on all late payments at a rate of 5% per annum above the base lending rate of Barclays Bank.
4.6 The Company is also entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to the Company is late.
4.7 The Client is not entitled to withhold any monies due to the Company.
4.8 The Company is entitled to vary the price to take account of:
4.8.1 any additional Services requested by the Client which were not included in the original Proposal;
4.8.2 any additional work required to complete the Services which was not anticipated at the time of the Proposal;
4.8.3 any reasonable increase in hourly rate, if applicable; any variation must be intimated to the Client in writing by the Company.
5. Client Obligations
5.1 The Client agrees to co-operate with the Company and shall provide any support, information and facilities to the Company as may be required.
5.2 The Client is responsible for obtaining all necessary permits or approvals to enable to Company to provide the Services.
5.3 The Client shall ensure that any areas to be photographed are in a suitable and presentable condition.
5.4 The Client shall make any necessary corrections and subsequently approve all proofs and drafts supplied by the Company.
5.5 The Client warrants that the display of and distribution of virtual images, of which they are responsible, via the internet or email, complies with all relevant legislation.
6. Company Obligations
6.1 The Company shall supply the Services as specified in the Proposal.
6.2 The Company shall perform the Services with reasonable skill and care and to a reasonable standard and in accordance with recognised codes of practice.
6.3 The Company shall take all reasonable steps to avoid mistakes when providing the Services but shall incur no liability should errors be found after the Client has approved the proofs.
6.4 The Company shall have the authority to delegate any obligations to other employees or subcontractors but undertakes to notify the Client of any significant changes to personnel.
6.5 The Company cannot guarantee that any search engine will index or list any web pages or sites submitted by the Company. However, the Company will try to ensure that a site is optimised to increase the speed with which it appears on the search engines' databases.
7. Hosting and Domain Names
7.1 Domain names will be registered by the Company and also registered to the Company’s current address. Although the domain names are registered to the Company, the Client is the legal owner of the domain and if they request to have details changed or the domain transferred elsewhere, the Company will do this within reasonable time.
7.2 It is the responsibility of the Client to renew their domain names when due. If a domain name expires the Company cannot be held liable for this. However, the Company will make reasonable effort to contact the Client regarding domain renewal.
7.3 When a Client renews “hosting” with the Company, this also includes domain renewal if the renewal is needed to keep the site functioning and was purchased as part of the hosting package. If the Client does not renew the hosting, their domain name could be made available to the public for purchase and the Company cannot be held liable for this.
- Whilst the Company recommends hosting companies to host websites, no guarantees can be made as to the availability or interruption of this service by the Company. The Company cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.
- The hosting renewal charge must be received within 30 days of the hosting expiry date. The Company reserves the right to deactivate any website where the hosting has expired and the Client has not paid the renewal charge. There will be an administration fee set by the Company for reactivating the website / hosting.
- If the Client does not use the Company’s hosting services then the management and hosting of the domain name are the full responsibility of the Client.
- Renewal of “hosting” is due on a yearly basis. The date of renewal will be annually from the date the website was ordered by the Client. The “hosting” will not be renewed if the Company cannot contact the Client or the Client requests the Company to not host this site.
- The Company has no control of, or responsibility for, the content of the Client's web sites. In no way does the textual or image based content of our Client's web sites constitute the Companies endorsement, or approval of the web site or the material contained within the web site. The Company has not verified any of the materials, images or information contained within our Client's web sites and is not responsible for the content or performance of these sites or for the Client's transactions with them. The Company may provide links or references to the Client's website solely for the convenience of prospective Clients and intends that the links it provides be current and accurate. The Company does not guarantee or warrant that such links will point to the intended Client site at all times.
- If a domain name is purchased by the Client through a source other than the Company, the Client has full responsibility in making sure that the domain name is renewed when due. The Company will not renew the domain name when annual hosting renewal is due if the domain name is purchased through a source other than the Company.
8.1 The Company shall keep secret and confidential all information relating to the business or affairs of the Client, the Clients subsidiaries and the Clients customers.
8.2 The Company shall ensure that any other parties to whom work has been delegated will sign an appropriate secrecy undertaking.
9. Intellectual Property Rights
9.1 The Company shall take all reasonable steps to ensure that they, or others to whom work has been delegated, refrain from causing damage to the Intellectual Property Rights belonging to the Client.
9.2 The Client shall not distribute any Intellectual Property Rights belonging to the Company to any third party without the written consent of the Company.
9.3 Any Intellectual Property Rights created as a result of the Services shall belong to the Company unless provisions, such as the granting of a royalty-free, world-wide, non-exclusive licence, have been made to the contrary in the Proposal.
9.4 The Client warrants that any material belonging to the Client and its use by the Company for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Company against any loss, damages, costs, expenses or other claims arising from any such infringement.
10. Property and Risk
10.1 Risk in any property or materials used to provide the Services shall pass from the Company to the Client when the property or materials leave the premises of the Company or on delivery if the Company is transporting the items.
10.2 Adequate insurance should be held by both parties to protect any property or materials that are within their care.
10.3 The Company must store any property or materials belonging to the Client separately from any other property or materials belonging to the Company or a third party.
11.1 The Agreement shall continue until the Services have been provided in terms of the Proposal or any subsequent date as mutually agreed in writing by both parties or until terminated by either party in accordance with these Terms and Conditions.
11.2 The Client may terminate the Agreement if the Company fails to comply with any aspect of these Terms and Conditions and this failure continues for a period of 4 weeks after notification of non-compliance is given.
11.3 The Company may terminate the Agreement if the Client has failed to make over any payment due within 6 weeks of the sum being requested.
11.4 Either party may terminate the Agreement by notice in writing to the other if:
11.4.1 the other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
11.4.2 the other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or
11.4.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
11.4.4 the other party ceases to carry on its business or substantially the whole of its business; or
11.4.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
11.5 In the event of termination the Client must make over to the Company any payment for work done and expenses incurred up to the date of termination.
11.6 Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.
Both parties warrant their authority to enter into this Agreement and have obtained all necessary approvals to do so.
13. Limitation of Liability
13.1 The Company shall not be liable under any circumstances to the Client or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Client howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.
13.2 Nothing in these Terms and Conditions shall exclude or limit the liability of the Company for death or personal injury, however the Company shall not be liable for any direct loss or damage suffered by the Client howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the sum insured under the professional indemnity insurance policy held by the Company in the insurance year in which the Clients claim is first notified.
The Client shall indemnify the Company against all claims, costs and expenses which the Company may incur and which arise directly or indirectly from the Clients breach of any of its obligations under these Terms and Conditions.
15. Force Majeure
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Company.
17. Relationship of Parties
Nothing in the Agreement shall be construed as establishing or implying a partnership or joint venture between the parties or suggest that either of the parties are agent for the other.
18. Third Party Rights
Nothing in these Terms and Conditions intend to or confer any rights on a third party.
In the event of any provision of these terms and conditions being or becoming void in whole or in part the other provisions of these Terms and Conditions shall remain fully valid and enforceable and void provisions shall, where appropriate, be replaced in accordance with the meaning and purpose of these terms and conditions.
Any express or implied waiver by the Company of any failure by the Client to perform the Client’s obligations under this Agreement will not prevent the subsequent enforcement of those obligations. Similarly, any waiver the Company gives will not be taken to be a waiver of any subsequent failure by the Client to perform that or any other obligation.
Any notice given hereunder may be served personally or be left at the last known residence or place of business of the Client, or may be sent by first class post, in which case notice shall be deemed to have been received by the Client on the first working day after posting.
22. Whole Agreement
This Contract constitutes the entire agreement between the Company and the Client relating to the Services and overrides any prior correspondence or statements relating to the Services (including any statement or representations in any advertisements or literature produced by us relating to the Services).
The Contract shall be governed and interpreted exclusively according to English Law and shall be subject to the exclusive jurisdiction of the English Courts.
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