Key Terms Summary: At a Glance
This summary is for guidance only and is designed to help you understand our agreement
In the event of any conflict, the full Standard Terms of Business below take legal precedence.
- The Agreement
When it starts: You are bound by these terms as soon as you sign our Proposal OR instruct us to start work (via email or phone).
Clause Reference: [Clause 2]
- Your Responsibilities
Cooperation: You must provide us with the information, images, and feedback we need in a timely manner.
Point of Contact: You must appoint a “Manager” who has the authority to make decisions for your business.
Clause Reference: [Clause 3]
- Payment Terms (Crucial)
The 14-Day Rule: All invoices must be paid within 14 days (the time for payment is of the essence).
Website Payments: Usually split into three phases (Deposit, Halfway, and Sign-off). If a project is put “on hold” by you for 30 days, we bill the remaining balance immediately.
Late Fees: Payments missed after 14 days automatically incur interest (8% above Bank of England base rate).
Clause Reference: [Clauses 5 & 6]
- Ownership & Intellectual Property
Who owns the work: We own all design and code until you have paid your final invoice in full. Once paid, the ownership of the specific website design transfers to you.
Credit: We reserve the right to put a small “Designed by Hertfordshire Web Design” link in your footer.
Clause Reference: [Clause 11]
- Hosting & SEO Services
Hosting: We aim for 99.99% uptime. If you don’t pay your hosting bill, your site may be suspended, and a £90 restoration fee applies.
SEO: We do not guarantee #1 rankings (no one can). SEO contracts auto-renew. Cancellation requires 30 days’ notice before the end of the current term.
Clause Reference: [Clauses 16 & 17]
- Ending the Contract
Standard Notice: Either of us can end the contract by giving 30 days’ written notice.
Breach of Contract: We can end the contract immediately if you fail to pay or breach these terms.
Clause Reference: [Clauses 13 & 14]
- What if things go wrong?
Liability: Our liability is limited to the total amount you paid us for the specific project. We are not liable for “lost profits” or indirect business losses.
Complaints: Any formal complaints must be sent in writing to our St Albans registered office.
Clause Reference: [Clauses 15 & 26]
Project Payment Schedule
| Milestone | Deliverable / Trigger | Deposits | Amount |
| Phase 1: Deposit | Upon acceptance of Proposal and prior to commencement. | 1/3 | £[Amount] |
| Phase 2: Development | Upon completion of the ‘Halfway Point’ (as defined in Project Spec). | 1/3 | £[Amount] |
| Phase 3: Final | Upon ‘Project Sign-Off’ or if project is put on hold for 30+ days. | 1/3 | £[Amount] |
| Total Project Fee | Full | £[Total] |
Important Payment Notes:
- The 14-Day Rule: In accordance with Clause 5.10.1, all invoices must be paid in full within fourteen (14) days of the invoice date.
- Project Delay Clause: As per Clause 5.10.2, if the project is paused or delayed by the Client for more than 30 days, the final balance becomes due immediately to cover work completed to date.
- Late Payments: Payments received after the 14-day deadline will automatically incur a statutory interest (8% + Bank of England base rate) as per Clause 5.11.
- Additional Work: Any features requested outside of the original scope will be billed separately at our standard rate of £90 per hour [Ref: Clause 5.12].
STANDARD TERMS OF BUSINESS
- Interpretation
1.1. The definitions and rules of interpretation in this clause apply to these Terms.
Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Confidential Information: confidential information in whatever form relating to your business, customers, products, affairs and finances for the time being confidential to you.
Contract: the contract between you and us for the supply of Services in accordance with these Terms.
Deliverables: all documents, products and materials developed by us or our agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts).
Equipment: any equipment, tools, vehicles and such other items supplied by you to us in connection with the Services.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Manager: your manager for the Services, appointed by you in accordance with clause 3.2.
Personal Data: has the meaning given to it in the Data Protection Act 2018.
Prohibited Content: material which breaches any applicable laws, regulations or legally binding codes, or infringes any third party Intellectual Property Rights or other third party rights, or may give rise to any form of legal action against us or you or any third party; pornographic or lewd material; messages or communications which are offensive, abusive, indecent or obscene, are likely to cause annoyance, inconvenience or anxiety to another internet user, or constitute spam or bulk unsolicited mail.
Proposal: your order for the Services as set out at the front of these Terms.
Services: the services that we are providing to you in a consultancy capacity as set out in the Proposal.
Terms: the terms and conditions set out in this document.
Training Session: any training session, seminar or workshop provided by us in accordance with these Terms.
We/us: Mr Fire Limited trading as Hertfordshire Web Design with our address at Censeo House, 6 St. Peters Street, St. Albans, Hertfordshire, England, AL1 3LF.
Website: any website created, developed, hosted or maintained by us for you.
writing or written: includes email.
1.2. The headings do not affect the interpretation of these Terms.
1.3. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4. Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular. - Basis of Agreement
2.1. These Terms and the Proposal constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms or the Proposal.
2.2. If any of these Terms are inconsistent with any term of the Proposal, the Proposal shall prevail.
2.3. These Terms shall become binding on you and us and a contract shall be formed between us upon the earlier of (a) you signing and returning to us the Proposal; or (b) you instructing us to commence work in relation to the Proposal (whether in writing, (including by email) or orally), whichever is the earlier.
2.4. Any quotation for the Services is given on the basis that a binding contract shall only come into existence in accordance with clause 2.3.
2.5. Any use or purchase of our services means you have accepted these terms and conditions in full.
2.6. These Terms apply to the Agreement to the total exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing. Any transition of a purchase order or similar document by the Customer shall be for administrative purposes only; any terms and conditions attached to or referenced in such documents are explicitly rejected and shall have no legal effect.
2.7. These terms and conditions are available on our website. - Your Duties
3.1. You will:
3.1.1. provide to us all the information we reasonably request to allow us to provide the Services;
3.1.2. co-operate with us in all matters relating to the Services and appoint the Manager in relation to the Services, who shall have the authority contractually to bind you on matters relating to the Services;
3.1.3. provide, for us, our agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to your premises, office accommodation, data and other facilities as we reasonably require in order to provide you with the Services;
3.1.4. be responsible (at your own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from your premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing us of all of your obligations and actions under this clause 3.1.4;
3.1.5. inform us of all health and safety rules and regulations and any other reasonable security requirements that apply at your premises;
3.1.6. ensure that all Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services; and
3.1.7. obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services and the use of the Equipment, before the date on which the Services are to start.
3.2. You agree to provide us with a designated email address for the purposes of communication regarding any project or services and ‘project sign off’ thereof.
3.3. You agree to provide us with all the required information to complete a project in advance to ensure that work is carried out to the project lead time. - Our Duties
4.1. We shall:
4.1.1. provide the Services with all due care, skill and ability;
4.1.2. unless prevented by ill health or accident, devote such time to the carrying out of the Services as may be necessary for their proper performance;
4.1.3. use reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time for performance by us shall not be of the essence of this Contract; and
4.1.4. use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at your premises and that have been communicated to us under clause 3.1.5, provided that we shall not be liable under these Terms if, as a result of such observation, we are in breach of any of our obligations under these Terms.
4.2. We may use a third party to perform any administrative, clerical, secretarial or other functions which are reasonably incidental to the provision of the Services provided that you will not be liable to bear the cost of such functions.
4.3. You acknowledge that all completion dates and lead times provided by us regarding a project are advisory only and that we cannot guarantee project completion dates or lead times. - Fees and Booking
5.1. The charges for the Services are as set out in the Proposal and are stated exclusive of VAT which shall be added to the charges at the applicable rate (where necessary).
5.2. Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Proposal.
5.3. For Training Sessions or other Services where the Proposal refers to one single payment, we will invoice you for the fixed price in advance.
5.4. Where the Proposal refers to payment of a deposit, stage payments or retainers we will invoice you for the deposit in advance and for each stage payment or retainer at the time or at the stage of the project specified in the Proposal.
5.5. The Customer shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction, or withholding (except for any deduction or withholding required by law). The Customer’s obligation to pay shall be absolute and shall not be affected by any dispute or claim the Customer may have against us.
5.6. Payment Structure for Bespoke Website Projects
5.6.1. Unless otherwise specified in the signed quotation, payment for bespoke website projects are split into 3 phases:
· 1/3 (third) deposit in advance of commencement of the project.
· Second 1/3 (third) at the halfway point of the project.
· Final 1/3 (third) plus any requested additions before the website goes live, or if you put the project ‘on hold’ for more than 30 days.
5.6.2. If you fail to provide information required to continue the project within 30 days of our request, the project will be considered as ‘on hold’ and the final amount will be billed.
5.6.3. If monthly project payments are agreed, they must be paid on the same day each month until the total is reached, regardless of the stage of the project.
5.7. Design Change Charges
5.7.1. If you wish to change the design of a website project after ‘design sign off’, an additional charge will be payable. The amount will be quoted by us and is dependent on the level of changes and current stage of the project.
5.7.2. If the design changes are significant and the supplied content has been added to more than half the total number of pages, the charge would be 90% of the project cost.
5.7.3. If the design changes are significant and only the home page has been coded, the charge would be 50% of the project cost.
5.7.4. Supplied content includes the first draft or content taken from previous websites.
5.8. Where the Services are provided on a time-and-materials basis:
5.8.1. the charges payable for the Services shall be calculated in accordance with our standard hourly or daily fee rates as amended from time to time;
5.8.2. our daily fee rates are calculated on the basis of an eight-hour day worked between 10.00 am and 7.00 pm (excluding public holidays);
5.8.3. we shall be entitled to charge at an overtime rate of 25% of the normal rate for part days and for time worked outside the hours referred to in clause 5.7.2 above on a pro-rata basis; and
5.8.4. we will invoice you monthly in arrears unless other arrangements (such as stage payments) are set out in the Proposal.
5.9. Where no specific Training Sessions are specified in the Proposal or where you wish to book additional Training Sessions, you may agree these with us by telephone or email.
5.10. Where additional Training Sessions are booked, we will invoice you after you have made a booking and before the relevant Training Session(s) and you must pay us in full in cleared funds before the relevant Training Session.
5.11. Payment Terms and Methods
5.11.1. You must pay each of our invoices in full, and in cleared funds by the payment method specified on the invoice, within fourteen (14) days of the date of the invoice (the time for payment is of the essence).
5.11.2. For website projects, payment is due within fourteen (14) days of ‘project sign off’. If the project is put ‘on hold’ by you for more than 30 days, we reserve the right to invoice for the balance immediately.
5.11.3. Payment is accepted via the methods specified on the invoice (typically bank transfer or card payment).
5.12. Late Payment Charges
5.12.1. Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may:
5.12.1.1. charge interest on the sum from the due date for payment at the annual rate of 8% above the Bank of England base rate, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand. We are also entitled by law to compensation for our costs in pursuing any late payment.
5.12.1.2. In the event of late payment, we reserve the right to suspend the Services immediately and without notice to you.
5.12.1.3. We reserve the right to change our charges upon 30 days’ notice to you.
5.13. Additional Costs and Expenses
5.13.1. All charges are stated exclusive of expenses incurred by us. Subject to your prior written consent, you will reimburse us for all training venue, hotel, subsistence, travelling, stationery, materials, postage, other administrative costs and any other ancillary expenses reasonably incurred by us in providing the Services. Such expenses may be invoiced by us at cost at such times as we think appropriate. Invoices relating to the costs of hiring training venues must be paid in full in cleared funds prior to the date of the Training Session.
5.14. Website Publication and Payment
5.14.1. If the project is a website or other online material, full publication of any web content may take place only after full payment has been received.
5.14.2. Any material previously published may be removed if payment is not received.
5.14.3. When this occurs a minimum charge of £90 will be required to have the online content restored. - Commencement, Progression, Lead Times and Sign Off
6.1. We will commence work on a project on the agreed start date once a signed quotation and the full deposit amount due have both been received from you.
6.2. At the completion of the project, you will be asked to provide ‘project sign off’. You can provide ‘project sign off’ by acknowledging the website is ready to go live. At this time the remainder of the amount due will become payable. An invoice will be provided.
6.3. If ‘project sign off’ confirmation is not received from you within fourteen (14) days of the date of notification from us, ‘project sign off’ will be deemed to have been provided and the project approved by you.
6.4. Amendments at Sign Off
6.4.1. If at ‘sign off’ you wish amendments to be made to the project (within the remit of the specification document originally provided by us), all details must be provided to us in a single email or document clearly outlining the amendments to be made.
6.4.2. This email or document must be provided by you within 48 hours of the date of notification from us.
6.4.3. We will not accept any further amendments to the project in addition to those detailed in the email or document provided by you, unless you are willing to pay additional fees for these additional services.
6.4.4. We will also not accept amendments to the project after 48 hours have elapsed from the date of notification from us. Any further requests for changes may be liable to additional fees to be confirmed depending on the exact nature of the work. - Cancellation
7.1. You may cancel any Training Session (but no other Services) by notice in writing to us.
7.2. On cancellation of a Training Session you must pay us the following fees:
7.2.1. if notice of cancellation is received 24 hours or less before the start of the relevant Training Session, a cancellation fee of 100% of the fee for the Training Session;
7.2.2. if notice of cancellation is received 14 days or less before the start of the relevant Training Session, a cancellation fee of 50% of the fee for the Training Session;
7.2.3. if notice of cancellation is received more than 14 days but less than 21 days before the start of the relevant Training Session, a cancellation fee of 25% of the fee for the Training Session; and
7.2.4. if notice of cancellation is received more than 21days before the start of the relevant Training Session no cancellation fee is payable. - Other Activities
8.1. Nothing in these Terms shall prevent us from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation provided that such activity does not cause a breach of any of our obligations under these Terms. - Confidential Information and Our Materials
9.1. We acknowledge that in the course of providing the Services we will have access to Confidential Information. We shall not (except in the proper course of our duties) use or disclose to any third party any Confidential Information.
9.2. You will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and which we or our employees, agents, consultants or subcontractors have disclosed to you and any other confidential information concerning our business or our products and services which you may obtain.
9.3. The restrictions in clauses 9.1 and 9.2 do not apply to:
9.3.1. any use or disclosure required by law or authorised by the party to whom the information relates; or
9.3.2. any information which is already in, or comes into, the public domain otherwise than through unauthorised disclosure by the party to whom the information does not relate.
9.4. All materials, equipment and tools, drawings, specifications and data which we supply to you shall, at all times, be and remain our exclusive property, but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned to us, and shall not be disposed of or used other than in accordance with our written instructions or authorisation. - Data Protection
10.1. We will process your personal data in accordance with our Privacy Notice that you can view at hertfordshirewebdesign.com and our privacy policy located at https://hertfordshirewebdesign.com/privacy-policy/
10.2. To the extent any personal data is collected or processed under or in connection with these Terms and Conditions, such personal data shall be collected or processed in accordance with applicable law and our privacy policy (and where applicable cookies policy).
10.3. You warrant that you have the legal right to disclose all Personal Data that you do in fact disclose to us under these Terms and Conditions, and that the processing of that Personal Data by us for the purposes of and in accordance with these Terms and Conditions will not breach any applicable laws. - Assignment of IP to Client
11.1. Our Intellectual Property Rights
11.1.1. Subject to our receipt of the full payment for the Services, we hereby assign to you absolutely with full title guarantee all of our right, title and interest in and to the Intellectual Property Rights in the materials or content or other work provided in fulfilment of the Services.
11.2. Client Copyrights and Trademarks
11.2.1. By supplying artwork, text, images and other data to us for inclusion in your website or other medium, you declare that you hold the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with you, or rightful copyright or trademark owner.
11.2.2. It is your responsibility to ensure that you have obtained the necessary copyright or permissions to use any asset (including but not limited to, images, text, graphics, audio clips, video or other digital files) used within any website, email, print media or other marketing created or amended by us for you, irrespective of whether those assets have been sourced by us or you.
11.2.3. You agree to fully indemnify and hold us, our employees, agents and sub-contractors free from harm in any and all claims resulting from you not having obtained all the required copyright, and/or any other necessary permissions.
11.3. Emerging Copyright Issues
11.3.1. Should we, or you supply an image, text, audio clips, video or other digital files for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, you agree to allow us to remove and/or replace the file on the site.
11.3.2. You agree to fully indemnify and hold us, our employees, agents and sub-contractors free from harm in any and all claims resulting from such copyright or royalty usage limitations.
11.4. Our Ownership Until Payment
11.4.1. Any artwork, images, or text supplied and/or designed by us on your behalf, will remain the property of us and/or our suppliers until full payment is received.
11.4.2. If a choice of design is presented, only one solution is deemed to be given by us as fulfilling the contract. All other designs remain our property, unless agreed in writing that this arrangement has been changed.
11.4.3. If any image(s), Royalty Free or Right Managed are purchased on your behalf, upon full reimbursement of the associated cost to us you shall hold full rights to these image(s).
11.5. Permission to Use Materials
11.5.1. You may request in writing from us, the necessary permission to use materials (for which we hold the copyright) in forms other than for which it was originally supplied, and we may, at our discretion, grant this.
11.5.2. Such permission must be obtained in writing before we will allow any of the aforesaid artwork, images, text, or other data to be used.
11.5.3. By supplying images, text, or any other data to us, you grant us permission to use this material freely in the pursuit of the design.
11.6. Design Credit and Portfolio Usage
11.6.1. In any web-based projects, a link to Hertfordshire Web Design will appear in either small type or by a small graphic at the bottom of your website. If a graphic is used, it will be designed to fit in with the overall site design.
11.6.2. If you request that the design credit be removed, a nominal fee will be charged unless agreed otherwise by the parties in writing/email.
11.6.3. You also agree that the website developed for you may be presented in Hertfordshire Web Design’s portfolio. - Default
12.1. Your account shall be considered default if it remains unpaid for fourteen (14) days from the date of the invoice from us (or from ‘project sign off’ for website projects).
12.2. We shall be entitled to remove our and/or your material from any and all computer systems, and disable any services provided, until the amount due has been fully paid.
12.3. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, design, maintenance, additional website features, copywriting, print work, photographers and video work.
12.4. Removal of such materials does not relieve you of your obligation to pay the due amount.
12.5. You agree to pay us reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions where your account becomes default. - Termination
13.1. Our Right to Terminate
13.1.1. We may terminate this Contract on one 30 days’ notice for any reason with no liability to provide any further services to you.
13.1.2. You may terminate this Contract if we commit any serious or repeated breach of any of the provisions of this Contract and such breach is not remedied within 14 days of notification of breach.
13.1.3. Notwithstanding clause 13.1.1, we may terminate this Contract with immediate effect with no liability to provide any further services to you if at any time:
· you fail to make a payment when due and payable under this Contract;
· you commit any gross misconduct affecting our business;
· you commit any serious or repeated breach or non-observance of any of the provisions of this Contract;
· you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
· you commit any fraud or dishonesty or carry out business or otherwise act in any manner which in our opinion brings or is likely to bring us into disrepute or is materially adverse to our interests;
· an order is made or a resolution is passed for your winding up, or circumstances arise which entitle a court of competent jurisdiction to make an order winding you up;
· an order is made for the appointment of an administrator to manage your affairs, business and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator for you, or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);
· a receiver is appointed of any of your assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager for you, or if any other person takes possession of or sells your assets;
· you make any arrangement or composition with your creditors, or make an application to a court of competent jurisdiction for the protection of your creditors in any way, or become bankrupt;
· you cease, or threaten to cease, to trade;
· you take or suffer any similar or analogous action in any jurisdiction in consequence of debt; or
· being an individual, you are subject to a bankruptcy order or are made bankrupt.
13.2. Client Right to Terminate
13.2.1. To terminate a project, you must provide a termination request in writing.
13.2.2. Any deposit paid is non-refundable unless no work has been started.
13.2.3. You must pay any outstanding invoice and for any work that is not covered by the deposit.
13.2.4. For bespoke websites, the deposit covers the initial design and the build of the home page. You will pay for any additional pages added.
13.2.5. If all the initially agreed pages have been added, you must pay 100% of the project cost, regardless of whether there was additional content to be added or changes to be made to those pages.
13.2.6. If not all pages have been added, the project completion will be calculated by the amount of pages added containing at least some of the content provided by you. Content provided by you includes first draft content and content taken from an existing website.
13.2.7. All work done by us will remain the property of us when the project is terminated. We may use all or part of the work completed in other projects.
13.3. General Termination Provisions
13.3.1. Our rights under this clause 13 are without prejudice to any other rights that we might have at law to terminate the Contract. Any delay by us in exercising our rights to terminate shall not constitute a waiver of these rights.
13.3.2. We shall not be obliged to retain documents and information relating to you after termination of this Contract. - Obligations on Termination
14.1. On termination of this Contract you shall immediately pay to us any unpaid fees or other sums payable under this Contract. Termination will not affect either party’s outstanding rights or duties, including our right to recover from you any money you owe us under these Terms. - Domain Name and Web Hosting Services
15.1. Asset Retention Rights
15.1.1. We reserve the right to retain full ownership of all assets (including website files, database structure and code (excluding Personal Data) and content) hosted on our server(s) in the event that you:
· are dissolved; cease to conduct all (or substantially all) of your business; are or become unable to pay your debts as they fall due; are or become insolvent or are declared insolvent; or convene a meeting or make or propose to make any arrangement or composition with your creditors;
· have an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar appointed over any of your assets;
· have an order made for your winding up, or pass a resolution for your winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all your obligations under this Agreement).
15.1.2. We will retain such ownership until such time as all your outstanding debts have been paid to us in full.
15.2. Website Transfer and Implementation
15.2.1. At your request, we will transfer the Website from our development servers to our servers.
15.2.2. If the Website is being transferred to or from any third party host, an hourly rate of £90 will be charged, unless otherwise stated in the quote. Bespoke Website quotes usually include one (1) hour of 3rd party installation/transfer time.
15.2.3. We will implement the hosting of the Website within ten (10) working days after the date of receipt of a copy of the Website.
15.2.4. Within five (5) working days following notification from us that the transfer of the Website to our servers has been completed, you will comprehensively test the hosting of the Website and will inform us of the results of those tests.
15.3. Maintenance
15.3.1. We may suspend public access to your website in order to carry out scheduled maintenance or repairs. Subject to this, we will use our best endeavours to maintain the Website availability.
15.3.2. On our standard shared hosting packages, we will make back-ups of your Website every working day, and will retain such back-ups for twenty (20) days.
15.4. Client Responsibilities for Hosting
15.4.1. You will provide us with all co-operation, information and documentation reasonably required for the implementation and hosting of the Website, and you will be responsible for procuring any third party co-operation reasonably required for the implementation and hosting of the Website.
15.4.2. Hosting services are provided to you only, and you may not resell the hosting services to any third party.
15.5. Hosting Provider Terms and Uptime
15.5.1. Our hosting is provided by third party providers, who agree to make reasonable endeavours to make our servers available to you as part of the Hosting Service you purchase for ninety-nine point nine nine (99.99) per cent of each calendar month.
15.5.2. They do not warrant access to the servers will be uninterrupted or error free but shall use reasonable endeavours to keep downtime to a minimum.
15.5.3. They shall make all commercially reasonable efforts to provide you with advanced notification of all scheduled and emergency outages through the system status page http://www.webhostingstatus.com
15.5.4. Service credits or refunds are not given for any form of downtime or service unavailability.
15.6. Hosting Charges and Payment
15.6.1. Value hosting packages, VPS and dedicated solutions are billed monthly.
15.6.2. We will issue invoices for the hosting charges to you.
15.6.3. Charges must be paid by bank transfer (using such payment details as are notified by us to you from time to time) or other payment method specified on the invoice.
15.6.4. If you do not pay any amount properly due to us under or in connection with these Terms and Conditions, we may charge you statutory interest pursuant to the late payment legislation.
15.7. Hosting Term and Termination
15.7.1. The duration of the Web Hosting Agreement shall be on a rolling monthly basis, unless agreed otherwise by the parties in writing.
15.7.2. Thereafter, without 30 days prior notice of cancellation in writing from you, we will continue to provide Web Hosting for a period of the same duration.
15.7.3. We may terminate the Web Hosting Agreement immediately by giving written notice to you if you:
15.7.3.1. commit any material breach of any term of these Terms and Conditions, and the breach is
15.7.3.2. remediable, but you fail to remedy the breach within 30 days of receipt of a written notice requiring you to do so;
15.7.3.3. or persistently breach these Terms and Conditions.
15.7.4. We may terminate the Web Hosting Agreement immediately by giving written notice to you if you are dissolved; cease to conduct all (or substantially all) of your business; are or become unable to pay your debts as they fall due; are or become insolvent or are declared insolvent; or convene a meeting or make or propose to make any arrangement or composition with your creditors; have an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar appointed over any of your assets; have an order made for your winding up, or pass a resolution for your winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all your obligations under this Agreement); or (where you are an individual) you die, or as a result of illness or incapacity become incapable of managing your own affairs, or are the subject of a bankruptcy petition or order. - Acceptable Use Policy
16.1. You must not use the Website:
16.1.1. to host, store, send, relay or process any Prohibited Content;
16.1.2. for any purpose which is unlawful, fraudulent, or infringes any third party rights;
16.1.3. in any way which may put us in breach of a contractual or other obligation owed by us to any internet service provider.
16.2. We reserve the right to remove content from the Website where we reasonably suspect such content is Prohibited Content.
16.3. You acknowledge that we do not purport to monitor the content of the Website.
16.4. Where we reasonably suspect that there has been a breach of the provisions of clause 16.1, we may suspend your Website and/or your access to your Website while we investigate the matter.
16.5. You will indemnify us and undertake to keep us indemnified against all liabilities, damages, losses, costs and expenses arising as a result of any breach of clause 16.1. - Status
17.1. Our relationship to you will be that of independent contractor and nothing in these Terms shall render us or the Individual your employee, worker, agent or partner and we shall not hold ourselves out as such. - Search Engine Optimisation (SEO) Services
Note: This section applies only where SEO services are included in the Proposal
18.1. Client Obligations for SEO Services
18.1.1. For the purposes of SEO services, you agree to provide us with:
· Authorised FTP and CMS access to the main site for uploading new pages, and making changes for the purpose of optimisation.
· You authorise our use of all logos, trademarks, website images, etc., for use in creating informational pages and any other uses as deemed necessary by us for search engine positioning and optimisation.
18.2. Client Acknowledgments Regarding SEO
18.2.1. You acknowledge the following with respect to SEO services:
· We have no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future.
· Your website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
· Due to the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms and other competitive factors, we can never guarantee #1 positions or consistent top 10 positions in search engines for any particular keyword, phrase or search term.
· It is solely at the discretion of the search engines themselves to list your website.
· Occasionally, search engines will stop accepting submissions for an indefinite period of time. Occasionally, search engines will drop listings for no apparent or predictable reason. Often listings will “reappear” without any additional submissions.
18.3. SEO Service Limitations
18.3.1. We are not responsible for changes made to your website by other parties that adversely affect the search engine rankings of your website.
18.3.2. Additional Services not listed in the agreement will be provided by us subject to a quotation which will be charged according to the specification of work required and thereby agreed by you. Payment is to be made by BACS into a nominated bank account of our choice.
18.3.3. We are not responsible for you overwriting SEO work to your website. For example, your webmaster, employees, contractors, agents or administrators making changes and uploading over work already provided.
18.4. SEO Service Duration and Renewal
18.4.1. The duration of the SEO service will be specified in the agreement alongside a commencement date.
18.4.2. Thereafter, without 30 days prior notice of cancellation from you, we will continue to provide SEO services for a period of the same duration.
18.4.3. We reserve the right to cancel the service at any time. In this event you will not be required to pay for the remaining period of service.
18.4.4. There is no cancellation period offered during the period unless agreed otherwise in writing by us.
18.4.5. The agreement shall continue for the duration specified and, thereafter, the agreement shall be automatically renewed for successive periods of the same duration, unless: Either party notifies the other party of termination, in writing, at least 30 days before the end of the initial duration or any renewal period, in which case the agreement shall terminate upon the expiry of the applicable duration or renewal period.
18.5. SEO Warranties and Indemnities
18.5.1. We will not be responsible for any damages your business may suffer. You agree that you shall defend, indemnify, save and hold us, our agents, employees or contractors harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitor’s fees asserted against us, our agents, our customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by our agents, employees or contractors.
18.5.2. We make no warranties of any kind, expressed or implied for SEO services we provide. We disclaim any warranty of merchantability or fitness for a particular purpose.
18.5.3. You agree to defend, indemnify and hold harmless us, our agents, employees or contractors against liabilities arising out of:
· Any injury to person or property caused by any products sold or otherwise distributed in connection with our SEO services;
· Any material supplied by you infringing or allegedly infringing on the proprietary rights of a third party;
· Copyright infringement;
· Loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by us and our employees.
· It is recommended that you keep a backup of your important data. We reserve the right to revise our SEO policies at any time. - Indemnity
19.1. You shall defend, indemnify and hold harmless us, our employees, agents and sub-contractors against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of our services.
19.2. In defence or settlement of any claim, we may procure the right for you to continue using our services, replace or modify any services or software so that they become non-infringing or, if such remedies are not reasonable available, terminate this agreement on 14 Business Days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
19.3. In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
19.3.1. A modification of any services or software by anyone other than us; or
19.3.2. Your use of any services or software in the manner contrary to the instructions given to you by us; or
19.3.3. Your use of any services or software after notice of the alleged or actual infringement from us or any appropriate authority.
19.4. The foregoing states your sole and exclusive rights and remedies, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality. - Force Majeure
20.1. We shall have no liability to you under these terms and conditions if we are prevented from or delayed in performing our obligations under these terms and conditions, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation:
· strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party);
· failure of a utility service or transport or telecommunications network;
· act of God, war, riot, civil commotion, malicious damage, pandemic, epidemic;
· compliance with any law or governmental order, rule, regulation or direction;
· accident, breakdown of plant or machinery;
· fire, flood, storm;
· default of suppliers or sub-contractors;
provided that you are notified of such an event and its expected duration. - Publicity
21.1. You will not make any public disclosure relating to this Agreement or the Services (including press releases, public announcements and marketing materials) without our prior written consent, not to be unreasonably withheld or delayed. - LIMITATION OF LIABILITY (PLEASE READ CAREFULLY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE)
22.1. Other than (i) liability for death or personal injury to any person caused by our negligence, (ii) liability for any fraud or fraudulent misrepresentation made by us or (iii) liability for any other matter which we may not legally exclude or limit, we exclude all liability for any loss or damage suffered by you resulting from the Contract (including all consequential loss or damage howsoever caused and whether or not this was in your or our reasonable contemplation and including any loss or damage suffered by you as a result of advice or opinions given by us or by any of our employees, agents, consultants or subcontractors).
22.2. In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount of any fees you paid to us in accordance with these Terms in the 12 months preceding the date on which any claim is made.
22.3. If we are prevented from or delayed in performing our obligations by your act or omission (or the act or omission of your agents, subcontractors, consultants or employees) or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
22.4. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
22.5. Additional Liability Exclusions
22.5.1. Except as expressly and specifically provided in these terms and conditions:
· You assume sole responsibility for results obtained from the use of any of our services or software. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with any services, or any actions taken by us at your direction;
· All warranties, representations, conditions and all other terms of any kind whatsoever implied by Statute or Common Law are, to the fullest extent permitted by applicable law, excluded from these terms and conditions; and
· Any services or software are provided to you on an “as is” basis.
22.5.2. Subject to clause 22.1, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms and conditions.
22.5.3. We shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. We shall use our reasonable efforts to assist in remedial efforts if so requested by you. Any work connected with remedial efforts as described above shall be charged to you separately in accordance with these terms and conditions at our discretion.
22.5.4. We shall not be liable for any changes made without notice by you or a third party employed by you to domain names, websites, links, technical setup etc. and affecting any services delivered by us. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to you in accordance with these terms and conditions at our discretion.
22.5.5. We shall use all reasonable endeavours to deliver services relating to search engine optimisation, links, advertisements, banners and Google Analytics in accordance with the guidelines applicable to the relevant search engines. However, we shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond our control and reserve the right to make changes to services as a result of the same. In addition, we shall not be liable for other changes or discontinuation of search engines.
22.5.6. While we endeavour at all times to ensure the accuracy of the completed work supplied to you, it is your responsibility to verify its accuracy upon receipt and we shall not be liable for any inaccuracies or any losses directly or indirectly arising from such inaccuracies. Any errors notified to us within [14 days] of your receipt of such work will be rectified by us free of charge.
22.5.7. We shall not under any circumstances be liable for failings, defects, inaccessibility, errors or bugs in any third party software or solutions that we provide as part of the Services.
22.5.8. We shall not under any circumstances be liable for the action, inaction or delay of any third party provider (such as hosting company, graphic designer, copywriter, travel agent, airline, courier company) who we engage as part of the providing the Services.
22.5.9. We shall not under any circumstances be liable for any loss of profits, income, revenue, use, production, anticipated savings, loss of business, contracts or commercial opportunities, loss of or damage to goodwill or reputation, loss or corruption of any data, database or software or any consequential or indirect loss of any type suffered by you.
22.5.10. Our total liability to you, whether in contract or otherwise, shall be limited to the price paid for the Services in the 12 months preceding any formal claim made by you.
22.5.11. Nothing in these terms and conditions excludes our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded or limited by applicable law.
22.5.12. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
22.5.13. We shall not be liable for any loss, damage or theft of any data, materials, projects, equipment or any items relating to the Services.
22.5.14. You agree that we may communicate with you by email sent without encryption over the internet. We shall not be responsible for any loss or damage arising from unauthorised interception, re-direction, copying or reading of emails, including any attachments, nor shall we be responsible for the effect on any computer system (or any loss or damage arising from any such effect) of any emails, attachments or viruses which may be transmitted by this means.
22.5.15. Hosting-Specific Liability Exclusions: We will not be liable in respect of:
· any loss of profits, income, revenue, use, production or anticipated savings you may incur;
· any loss of business, contracts or commercial opportunities you may incur;
· any loss of or damage to goodwill or reputation you may incur;
· any loss or corruption of any data, database or software you may incur;
· any special, indirect or consequential loss or damage you may incur;
· any losses you may incur arising out of a Force Majeure Event.
22.6. This clause 22 shall survive termination of the Contract. - Notices
23.1. All notices sent by you to us must be sent to Mr Fire Limited trading as Hertfordshire Web Design at Censeo House, 6 St. Peters Street, St. Albans, Hertfordshire, England, AL1 3LF or by email to [email protected].
23.2. We may give notice to you at either the e-mail or postal address you provide to us in the Proposal or as subsequently notified by you.
23.3. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter.
23.4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee. - Assignment and Subcontracting
24.1. We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms.
24.2. You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms. - General
25.1. Severability
25.1.1. If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
25.1.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
25.2. Waiver
25.2.1. No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
25.2.2. A waiver of any right under these terms and conditions is only effective if it is in writing. It applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
25.2.3. Unless specifically provided otherwise, rights arising under these terms and conditions are cumulative and do not exclude rights provided by law.
25.3. Variation
25.3.1. Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by us.
25.4. No Partnership or Agency
25.4.1. Nothing in these terms and conditions is intended to or shall operate to create a partnership between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
25.5. Third Party Rights
25.5.1. A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
25.6. Governing Law and Jurisdiction
25.6.1. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts. - Complaints
26.1. Complaints must be sent in writing to our registered office: Mr Fire Limited, Censeo House, 6 St. Peters Street, St. Albans, Hertfordshire, England, AL1 3LF.
26.2. Complaints will be taken seriously and investigated by a senior manager or Director of Mr Fire Limited.
CONTACT INFORMATION
MR. FIRE LIMITED
Trading as: Hertfordshire Web Design
Registered Office: Censeo House, 6 St. Peters Street, St. Albans, Hertfordshire, England, AL1 3LF
Company Number: 09816852
Telephone: 01727 760 148
Email: [email protected]
Website: hertfordshirewebdesign.com
Privacy Policy: https://hertfordshirewebdesign.com/privacy-policy/
