The following terms and conditions apply to all web site design and associated services offered by WebCentriX. By ordering services from WebCentriX you are agreeing to the following terms and conditions.
Ethical Issues
We reserve the right to refuse to provide services for a website 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, sites containing adult oriented material such as pornography, sites which promote hatred towards persons belonging to any ethnic group, religion or sexual orientation and sites which infringe copyright or are contrary to UK or other relevant national or local laws or regulations.
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.
Contract Commencement
The contract between WebCentriX and the client shall consist of the quotation with its agreed specifications / scope 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 including making the first payment shall constitute commencement of the contract and a contractual agreement between the client and WebCentriX shall exist based on the quotation with its specifications and these terms and conditions. However, where practical a signed copy of the quotation / project scope which in turn references this document will be requested.
WebCentriX 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 WebCentriX will do its best to adhere to the agreed date 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 WebCentriX will not be responsible for any consequential losses to the client if the deadline is not met.
Design Standards
WebCentriX makes every effort to design pages to current web standards and thus display well in the most popular current browsers, but cannot accept responsibility for pages which do not display acceptably in new versions of non-web standard browsers.
All sites designed by WebCentriX will adhere to W3C standards where possible.
If the project includes HTML markup and CSS templates, we’ll develop these using HTML5 and CSS2.1 and CSS3 for styling. The landscape of web browsers and devices changes regularly and our approach is to look forward, not back. With that in mind we will test all our markup and CSS in current versions of all major desktop browsers to ensure that we make the most from them. Users of older or less capable browsers or devices will experience a design that is appropriate to the capabilities of their software. For people using Microsoft Internet Explorer 6, this means a universal, typographically focussed design but no layout.
We will not test old or abandoned browsers, for example Microsoft Internet Explorer 5 or 5.5 for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified. If you need us to consider these older browsers, we will charge you at the daily rate set out in our original estimate for any necessary additional design work, development and testing.
Development Process
WebCentriX 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 website meets the specifications set out in the quotation / scope document with its specifications, WebCentriX will invoice the client for the full amount due.
On receipt of payment, WebCentriX will publish the website on the client’s server, or provide the source code for the site via a download (or CD-ROM disc) for the client to upload.
If the client requires the final product be uploaded to their own or third party web servers and this requires additional works or modifications to the website to make it compatible with the clients server or the clients server requires updates, patches or enhancements this will be considered as a separate service and will be invoiced separately to the main invoice.
WebCentriX uses its best endeavours to ensure the website and other services remain functional at all times. However, WebCentriX can not 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 and may be chargeable at our normal rate if the fault was caused by user error.
Once the website and other services meet the terms of the quotation with its specifications any modifications to the design will be considered an amendment to the contract. In the absence of a maintenance agreement the time and costs involved in making such changes will be charged to the client.
In the absence of a maintenance agreement, WebCentriX will fix all errors notified to
WebCentriX in writing within thirty days of the site going 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.
Supply of Content by the Client
The Client agrees to delegate a single individual as ‘first-point-of-call’ to aid WebCentriX with progressing the commission in an efficient manner.
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, WebCentriX will invoice up to the full amount quoted and complete the project on the subsequent supply of content. Where the Client’s failure to supply materials prevents progress on the Work for more than 21 days but is still within the estimated completion date WebCentriX has the right to invoice the Client for any part or parts of the Work already completed.
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 WebCentriX to service other clients. Full payment is due once the underlying structure, architecture and design is set up and completed and is viewable by the client on our development servers. Once the final payment has been received WebCentriX will install the website onto the clients hosting space.
Conceptualising
Conceptualising is the process of producing website concepts for clients. Concepts can include site mock ups, graphics and design proposals. Although very rarely needed, within your quotation three design concepts and then three revisions of your chosen concept are possible and included; however should you not be able to refine your desired look within these three concepts and revisisons WebCentriX reserves the right to charge for additional concepts.
Standard Media Delivery.
Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (text files delivered on CD, pen drive, via e-mail or FTP or any other mutually acceptable electronic media) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Should any materials require additional processing, transposing or enhancement these will be charged at the normal daily rate as outlined in the quotation / scope document. Although every reasonable attempt shall be made by WebCentriX to return to the Client any images or printed material provided for use in creation of the Client’s Web site, such return cannot be guaranteed.
Access Requirements
If the Client’s Web site is to be installed on a third-party server, WebCentriX must be granted temporary access to the Client’s storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server. If WebCentriX is required to make these configuration changes or upgrades to the clients server this will be chargeable at the standard daily rate on an hourly basis and will be confirmed with the client prior to alterations.
Copyright & Licensing
All material, both text and images, supplied by the client and used in the construction of the client’s web site, 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 WebCentriX 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 or authors.
When we receive your final payment, copyright is automatically assigned as follows:
The Client will own the graphics and other visual elements that we create for this project. We will provide you a copy of all files and you should store them safely as we are not required to keep copies of them or provide any native source files we used to make them.
The Client also owns text content, photographs and other data the client provided, unless someone else owns them. We own the markup, CSS and other code and we license it to you for use on only this project.
The Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and WebCentriX.
Testimonial, Reference and Links
WebCentriX and its sub-contractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
WebCentriX and its sub-contractors retain the right to refer other prospective clients to your website as testimonial or reference material.
WebCentriX reserves the right to a reasonable credit on the website with a hyperlink to its own website and should not be replaced by any subsequent web design agencies. This will normally be designed to blend into the site and will not be obtrusive, normally located in the footer of the page.
Search Engine Submission and Results
WebCentriX will submit a client’s website to the major search engines.
Further work based on keyword popularity analysis, search engine optimisation based specifically around your organisation and its ‘competition’ can be arranged but is not part of the contract unless specifically included in the quotation / scope document. Any subsequent amendments to the website as a result of professional analysis may be charged to the client. WebCentriX can accept no responsibility or liability if any search engine, online directory or search site chooses not to list a client’s web site.
Payment
Payment Option 1 – for projects under £2000.00
A non-refundable payment of 50 per cent of the total fee is due before work commences on the project unless an alternative arrangement is otherwise agreed. Whilst any payment due under the agreement remains outstanding, WebCentriX 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. Final files will be released to the client on payment of the second 50 per cent payment.
Payment Option 2 – for projects over £2000.00
A non-refundable payment of 25 per cent of the total fee is due before work commences on the project unless an alternative arrangement is otherwise agreed. There will then follow three further payments of 25 per cent at set out Milestone points which will be agreed prior to work commencement. Whilst any payment due under the agreement remains outstanding, WebCentriX 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. Final files will be released to the client on payment of the last 25 per cent payment.
WebCentriX may at its own discretion request to select either payment option.
Full payment is due once the underlying structure, architecture and design is set up on the WebCentriX development servers and is viewable by the client – final upload to the clients hosting will be completed on payment of the final milestone payment. WebCentriX shall not be expected to wait for items that are the client’s responsibility before payment is due.
WebCentriX expects payment by cheque, electronic bank transfer or online via PayPal within 14 days of the date on the invoice, however as payments are pre paid any delay in payment may delay the project.
Payment Option 3 – Daily rate
In certain circumstances on larger or long term projects it may be desirable and possible to work in house within the clients premises or remotely on a regular basis on a daily rate. If this is required a daily rate can be individually negotiated. In such instances payment can be invoiced weekly with a 14 day credit period or monthly with no credit period and due on receipt.
When switching between or ending rolling monthly contracts the Client will notify WebCentriX at least 3 days before the start of the next months term. All onsite days will be considered complete 8 hour days whether or not the full day is required.
Any payment returned by the bank or credit card company will incur a £10 administration charge in addition to any charges made by the bank. This will be invoiced and will be added to the total outstanding debt owed by the customer. 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 eight 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.
Arbitration
Any disputes in excess of £5,000 (or the maximum limit for small claims court) arising out of this agreement shall be submitted to binding arbitration before an independent Arbitrator. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable legal fees and legal interest on any award or judgment in favor of WebCentriX.
Website Maintenance
Where WebCentriX 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 WebCentriX to carry out the maintenance to a service level agreed.
WebCentriX agrees that it shall use its reasonable endeavors to respond to any request received by the Customer for the Maintenance Services within certain designated timescales, WebCentriX and the Customer agreeing on the level of urgency of each request made to WebCentriX by the Customer under this Agreement. The timescales shall be as follows:
• for non-urgent requests within 120 hours;
• for normal requests within 72 hours;
• for urgent requests within 48 hours;
• for critical requests within 24 hours.
Payment for maintenance is usually by monthly or yearly retainer fees to be paid in advance if no contract is in place (invoiced monthly with contract options) and is reviewed and renewable annually. Any fees that run over the monthly retainer fee will be invoiced separately on our standard hourly rate or under a pre-agreed maintenance hourly rate.
1 Hour Block – minimum billable period (£45 per hour)
2 Hour Block (£35.00 per hour)
4 Hour Block (£27.50 per hour)
8 Hour Block (£24.00 per hour)
Monthly Contract Commitment to 32 hours per Month (£22.00 per hour)
Monthly Contract Commitment to 64 hours per Month (£20.00 per hour)
Hourly maintenance blocks are logged in half hour chunks with a one hour minimum; to ensure the best value is achieved for the client we recommend creating and submitting a list of updates required rather than submitting individual very minor updates.
Unused time cannot be carried over to the next month or year but may count towards a discount for the following years maintenance.
Third Party or Client Page Modification
Some Clients will desire to independently edit or update their Web pages after completion of the site as a way to control costs and avoid the expense of a Maintenance Agreement. This is always an option for Clients.
Note however, that if this option is selected and the Client or an agent of the Client other than WebCentriX attempts to update the website and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at an hourly rate of £45 with a one hour minimum.
Maintenance Cancelation and outstanding hours
Where the client cancels a maintenance contract and has outstanding hours at the end of any term no refund will be given towards any unused time left in the maintenance time period.
Where WebCentriX 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 quarter remaining will be made. In instances where the client does not come to a web site management agreement it is the sole responsibility of the client to manage the site.
WebCentriX will no longer be responsible for the site upon completion unless an alternative agreement has been reached.
Unforeseen and Additional Costs and Expenses
The transfer of domain names to another server can sometimes become a complex and time consuming matter. All administrative fees to third parties and the time taken to organize 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; scripts or software; 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 and any aspects that are not included in the quotation / scope document are subject to surcharge. In the event a feature is required which has not been included in the quotation / scope document WebCentriX will give notice prior to implementation and seek acceptance of the surcharge. The cost will be added to the final invoice unless the additional charge 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 WebCentriX 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 available then the client will be informed of the fact. All fees and costs incurred for research, registration and management of the domain will be payable by the client.
Website Hosting Services
If the client does not manage their own web site hosting, WebCentriX can set up an account for the client at a preferred, third-party hosting provider. WebCentriX will charge the client a one-off fee for installing their site on this server, plus any statistics software such as Mint or Google Analytics; then the updates to, management of that server, plus any support issues will be up to the client.
WebCentriX are not a web site hosting company and so do not include technical support for web site hosting, email or other services relating to web site hosting. However WebCentriX will assist the client in selecting a hosting provider with the appropriate level of support for their requirements and technical knowledge.
Data Protection
Where the operation of the website or other services provided by WebCentriX involves the collection and administration of personal data the client is deemed to be the Data Controller and as such is responsible for notification under the terms of the Data Protection Acts and related regulations.
WebCentriX 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 WebCentriX against any actions, costs and liabilities arising from the use in good faith by WebCentriX of personal data provided by the client or through the client’s website.
Where your website 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 WebCentriX and its sub-contractors from any claim, suit, penalty, tax, fine, or tariff arising from the website or other services provided.
Sub-Contracting
If necessary WebCentriX reserves the right, and the client hereby agrees, to allow the use of sub-contractors or agents to work on any aspect of the website or other services.
Consequential Losses
If for any reason whatsoever WebCentriX 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.
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.
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 WebCentriX.
Communication and Site Visits
WebCentriX’s preferred method of communication is by email. Invoices will be sent by email and shall form a legal document just as if sent by traditional post. All Invoices and agreements can be viewed in the client area of the WebCentriX website for which a username and password will be assigned if necessary.
Extensive on site visits should not be necessary and the majority of design approval will be undertaken using the Internet, electronic files or other means. Site Visits requested by the client beyond that which WebCentriX considers normal or necessary will be charged at £50 per hour (including travelling time) plus reasonable travel expenses not less than the actual costs incurred.
The design process will be undertaken by telephone conferencing, sample Internet design publication on WebCentriX’s website, emails, file design submission on computer disk, or other method as appropriate to the client’s particular circumstances.
Cancellation and Termination
WebCentriX may, by written notice, terminate the Agreement between us immediately upon the occurance of any of the following events:
You fail to pay any invoice or milestone payment 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 WebCentriX 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 one months charges will be payable.
In the event that WebCentriX 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.
Non Disclosure
WebCentriX and any third party associates agrees that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about WebCentriX to another party or reveal, distribute or re-sell any techniques used to create the end product.
Waiver, Interpretation and Governing Law
The entire risk as to the quality and performance of the website or other services is with the client. In no event will WebCentriX 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 WebCentriX, 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 WebCentriX has been advised of the possibility of such damages.
Should WebCentriX waive any of these terms on an individual basis, this shall not affect the validity of remaining clauses or commit WebCentriX 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.
In the event that WebCentriX is not entitled to rely on a term or terms in this contract, then WebCentriX may also be allowed to cancel all rights and obligations under this contract, or to hold all other clauses as valid entirely at WebCentriX’s 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 quotation / scope document.
The client must ensure that the terms of its order and any applicable specification are complete and accurate
This contract shall be subject to English Law. Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.
By agreeing to these terms and conditions your statutory rights are not affected.
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.
