Terms and Conditions

1. Interpretation

• 1.1. The "Buyer" means the person, firm, company, organisation or individual with whom the Contract is made.
• 1.2. The "Seller" means Matthew S Bliss and any assignees.
• 1.3. The "Contract" means the Contract between the "Seller" and the "Buyer" for the sale of the "Web Services" of which these terms and conditions are part. All written / oral statements and representations are superseded by "The Contract", unless inclusions or exclusions of terms contained herein are specifically verified by the "Seller" in writing.
• 1.4. "Web Services" means Web Consultancy, Web and Corporate ID Design, Web Development, Content Management System development including but not limited to Umbraco, Site Promotion including Search Engine Optimisation and Web Design & Internet Training.

2. Acceptance of Order

• 2.1. The "Buyer" by placing an order for the Service, confirms their acceptance of "The Contract" and agrees to be bound by "The Contract".
• 2.2. No binding Contract shall be created by the acceptance on the part of the "Buyer" of a quotation or offer made by the "Seller" until notice of the acceptance of the order in writing shall have been given by the "Seller".
• 2.3. The "Seller" reserves the right to accept or reject any order offered by the "Buyer".

3. The Contract and its acceptance

• 3.1. The "Seller" is entitled to update "The Contract". The "Buyer" by placing an order for the Service agrees to be bound by any "Contract" revisions after their implementation date. The "Seller" commits to communicate such changes 7 days prior to implementation.
• 3.2. "The Contract" shall always prevail in the event of conflicts between the Contract and any other document.

4. Commencement

• 4.1. Prior to commencement of "Web Services" the "Seller" requires either a signed hard-copy order or email from the "Buyer" clearly stating acceptance of that order.

5. Prices

• 5.1. All "Web Services" prices quoted by the "Seller" are based on site content agreed at time of order between the "Buyer" and "Seller".
• 5.2. After receipt of the "Buyers" order acceptance, the "Seller" reserves the right to revise the original quotation where alterations to content or specifications are made by the "Buyer" and not covered by the "Buyers" original agreed order (See Website Alterations).
• 5.3. All prices quoted by the Seller are exclusive of VAT.

6. "Web Services" Site Title

• 6.1. While the "Buyer's" site is in development by the "Seller", the "Seller" commits to make available work in progress where reasonably possible.
• 6.2. The "Buyer" agrees to use this facility for review purposes only. All services, development, design and material, graphic or otherwise, supplied or generated by the "Seller" remain the "Sellers" copyright until the final "Seller's" invoices have been paid in full by the "Buyer". Once full payment from the "Buyer" is made to the "Seller", copyright of the visual design is released to the "Seller". The copyright of any server-side script and executable files written by the "Seller" remain the intellectual property of the "Seller", including but not exclusively .asp, .aspx and .js.
• 6.3. On receipt of full payment of final invoices, the "Seller" will upload the "Buyer's" website to the agreed Domain location. At this time the Website's title and ownership will transfer to the "Buyer" in accord with 6.2 above.

7. Copyright

• 7.1. All creative works, (including files, printed documents and ideas) created by the "Seller" remain the property of the "Seller" until full payment is received from the "Buyer" or a release is agreed in writing from the "Seller".
• 7.2. Any third party copyright materials used by the "Seller" on behalf of the "Buyer" cannot be used by the "Buyer" without first seeking the third party's permission or agreement.
• 7.3. If the "Buyer" supplies the "Seller" with text, photography, artwork, animations, brochures, information or material of any kind, the "Seller" will not at any time be responsible whatsoever in regard to copyright errors or omissions, faults or subsequent damages. This also includes those supplied by software, discs or electronic transfers if supplied by the "Buyer" to the "Seller" for publishing to the Internet.
• 7.4. The "Buyer" must indemnify the "Seller" against third parties suffering subsequent faults and damages caused to hardware, software programs, or such damages as loss of production and earnings, due to materials supplied by the "Buyer" for use by the "Seller".
• 7.5. The "Seller" will not be held responsible for establishing 'Rights of Usage' on any materials supplied by the "Buyer".

8. Cancellation

• 8.1. On receipt of the "Buyer's" acceptance of order, the project is deemed started. After this point cancellation by the "Buyer" will result in the "Buyer" being liable for the cost of work completed up to that point (at a rate of £50 per hour), with a minimum liability of 25% of the total order value.

9. Website Alterations

• 9.1. After "Web Services" have been made available on the "Seller's" server for preview and the "Buyer" has responded with written adjustments within 7 days of the site being made available, the "Seller" commits to make adjustments free of charge for the first hour of consultation. After which, changes, updates and additions will be charged at the standard hourly rate agreed at commencement of project.

10. Payment

• 10.1. The "Seller" reserves the right to cease "Web Services", or remove the "Buyer's" website from view, if at such time there is dispute or delay over payment.
• 10.2. Once "Web Services" are complete and have been transferred to the preview area on the "Seller's" server and the "Buyer" has been notified by email, the invoice for the total amount of the "Web Services" will be submitted to the "Buyer".
• 10.3. Before the "Buyer's" completed website can be published to the Internet, the "Seller" will require from the "Buyer" the receipt of the all outstanding Website costs including hosting and/or domain registration and any other agreed third party costs.
• 10.4. If a "Web Services" project is delayed by the "Buyer" two weeks beyond the agreed project lead-time and if agreed that more than 50% of the project has been completed, 50% of the overall project cost will be due for payment immediately by the "Buyer" on submission of the "Sellers" invoice.
• 10.5. All invoices are due for payment within 7 days and must be paid in Pounds Sterling.

11. Domain Name Registration

• 11.1. The "Seller" supplies and offers Domain Name Registration in all good faith and advises the "Buyer" that the "Seller" will not be held responsible for any claims, damages, penalties and expenses arising from any third party allegations that the registered Domain Name infringes any rights owned by such third parties.

12. Hosting Services

• 12.1. If hosting services are offered by the "Seller", the "Seller" shall use best endeavours to supply these services to the Customer. These services will be provided by a third party host deemed to offer the best balance of value and reliability of service by the "Seller". The "Seller" may change the host at any time, however if this change causes any downtime in the "Buyer's" website, the "Seller" agrees to give 7 days notice to the "Seller" before the change-over.
• 12.2. The "Seller" at no time will be held responsible or liable for any financial loss or damage to the "Buyer" or associated third party's business, if the third party provider of the hosting service initially set up by the "Seller" has service failures, which results in "Buyer's e-mail account to be unusable or the "Buyer's" website being non-viewable.

13. Liability

• 13.1. The "Seller" shall use best endeavours to meet any agreed delivery dates but any such dates shall be estimates only and time shall not be of the essence of this Agreement. The "Seller" shall be under no liability for any loss or damage suffered by the "Buyer" because of delays in meeting delivery dates.
• 13.2. It is the responsibility of the "Buyer" to be familiar with the relevant data protection and privacy laws and recognises that the "Supplier" has no control or influence over site content as managed by the "Buyer". The "Buyer" shall hold the "Seller" harmless from and indemnify the "Seller" against any claims by any party relating thereto.
• 13.3. The "Seller" shall be under no liability for any loss or damage (whether direct, indirect, incidental or consequential) howsoever arising, including but not limited to:
  • loss of profits; or
  • loss of business; or
  • depletion of goodwill and/or similar losses; or
  • loss of anticipated savings; or
  • loss of goods; or
  • loss of contract; or
  • loss of use; or
  • loss of data due to corruption or raid failure; or
  • loss of data due to inability to restore data from backups
  which may be suffered by the "Buyer" in relation to "Web Services".
• 13.4. Nothing in this Contract shall affect the liability of the "Seller" for death or personal injury caused by its negligence.
• 13.5. If any exclusion, disclaimer or other provision contained in this Contract is held to be invalid for any reason by a court of competent jurisdiction and the "Seller" becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, tort (including negligence) or otherwise, will not exceed the total charges paid by the Buyer in the 12 months preceding such liability arising.

14. Confidentiality

• 14.1. Where the Supplier exercises its right as provided in 10.1, the "Supplier" will use every endeavour to maintain confidentiality on information so received.

15. Search Engine Optimisation

• 15.1. If the "Buyer" has requested Search Engine Optimisation services, the "Seller" will make every effort to develop the site in order to fit in with current Search Engine Trends. The "Seller" will not be held responsible for poor ranking or non appearance.

16. Website Accessibility

• 16.1. The "Seller" will endeavour to provide "Web Services" in line with website accessibility guidelines; however the "Buyer" shall hold the "Seller" harmless from and indemnify the "Seller" against any claims by any party relating thereto.