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Darren Langley Web Designer, Birmingham
Darren Langley

Terms & Conditions

Last updated 21/07/11

DEFINITIONS

The following terms and conditions document is a legal agreement between Darren Langley hereafter web designer and client for the purposes of website design or web development. These terms and conditions set forth the provisions under which the client may use the services supplied.

Web designer is an Internet web design provider offering the client graphical design, HTML, CSS, PHP, Actionscript, Javascript and other related computer programming languages.

ACCEPTANCE OF WORK

Quotations are valid for 7 days from date of issue.

web designer will carry out work only where an invoice has been paid by the client for the work, unless otherwise agreed at web designers discretion.

When the client places an order to purchase a web site or web site updates from web designer, the order represents an offer to web designer to purchase the web site or website updates which is accepted by web designer only when an invoice is sent to the client. No contract for the supply of services exists between client and web designer until web designer sends an invoice to the client for payment. The invoice equals acceptance by web designer (or third party supplier) of clients offer to purchase services from web designer and this acceptance of work is a valid contract between client and web designer regardless of whether client receives the invoice.

Any other services on the order which have not been included in the invoice do not form part of the contract. The client agrees to check the details of the invoice are correct and should print and keep a copy for their records.

Web designer is liable to withdraw from contract at any time prior to acceptance.

Additional work requested by the client which is not specified in the agreed quotation is subject to an additional quotation by the web designer on receipt of specification. If the work is needed as part of an existing project then this may then effect timescale and overall delivery time of the project.

Client agrees to provide any needed information and content required by web designer in good time to enable web designer to complete a design or website work as part of an agreed project and timescale.

Any work is subject to a minimum charge of £40.

PAYMENT TERMS

Prices are subject to change without notice.

For any work web designer requires payment to be received in advance for the work being carried out and before handover of files, except where agreed at web designer’s own discretion.

The client to pay the full cost split into 2 or 3 payments to be agreed with the web designer. The first pre-agreed commissioning payment is to be received before work commences. If there is a second payment it is to be received when requested by web designer half-way through the project before commencement of further work.

Once the final completion payment has been received and the work finished, the files, FTP details, control panel login and analytics login (where relevant) will be handed over to the client or uploaded if included as part of a project.

Details of the exact amounts payable can be found in the Payment Terms section of the Web Design Proposal document supplied by the web designer before the project commences.

All prices are exclusive of VAT.

Once an invoice is sent to the client it must either be paid either by cheque made payable to “Darren Langley” or paid using BACS straight into the bank account. The bank details will be included on the invoice/contract to the client.

All invoices must be paid in full within 30 days of the invoice date, except where agreed at web designer’s own discretion.

Web designer reserves the right to charge interest at the rate equivalent to that set out for the purposes of S6 of the Late Payment of Commercial Debts (Interest) Act 1998, calculated on a daily basis from the date of invoice until payment.

Web designer reserves the right to decline further work on a project if there are invoices outstanding with the client.

Client may request that the web designer cancel a project in writing by email or postal mail to web designer and the project is cancelled only if web designer confirms work has not been started on the project. If web designer has begun or completed the work and the client no longer requires the files but have agreed to the work, they are still obliged to pay web designer for the work that has been carried out.

All invoices are submitted by email except where required otherwise by regulations or agreed at web designer’s discretion.

Web designer reserves the right to remove it’s work for client from the Internet if payments are not received.

PERMISSION AND COPYRIGHT

All pages, images, text and code on web designer’s website at http://www.darrenlangley.com/ is copyrighted material.

Client and any visitors to the web designer’s website at http://www.darrenlangley.com/ may not use any of the pages, images, text or code on the web site for use on client’s or visitors own website or to create a website, templates without prior written permission from web designer.

Copyright of the completed web designs, images, pages, code and source files created by web designer for the project shall be with the client upon final payment only by prior written agreement. Without agreement, ownership of designs and all code is with the web designer.

Client hereby agrees that all media and content made available to web designer for use in the project are either owned by the client or used with full permission of the original authors. The client agrees to hold harmless, protect and defend web designer from any claim or suit that may arise as a result of using the supplied media and content.

Client agrees that web designer may include development credits and links within any code web designer designs, builds or amends. If web designer designs a web site for a client then client agrees that web designer may include a development credit and link displayed on the clients web site. If web designer builds or amends a web site for a client then client agrees that web designer may include a development credit and link displayed on the clients web page, which may be within the code but not displayed on a web browser if requested by client. Client agrees that web designer may include development credits and links on the templates web designer offers for sale on the web site at http://www.darrenlangley.com/.

Client agrees that web designer reserves the right to include any work done for the client in a portfolio of work.

MATERIAL

Web designer reserves the right to refuse to handle:

  1. Any media which is unlawful or inappropriate;
  2. Any media which contains a virus or hostile program;
  3. Any media which constitutes harassment, racism, violence, obscenity, harmful intent or spamming
  4. Any media which constitutes a criminal offence, infringes privacy or copyright

DOMAIN NAMES AND HOSTING

The web designer can at it’s own discretion, but is not obliged to, offer domain name registration and hosting via a third party service.

The client agrees that registration of a domain name does not provide endorsement of the right to use the name. The client is responsible for ensuring they have due title to the domain name. The web designer holds no liability and the client hereby agrees to indemnify and hold harmless the web designer from any claim resulting from the client’s registration of a domain name.

The client should be aware that a domain name is registered with a third party and as such the client shall agree to fully abide by the terms and conditions set out by the third party for such services.

Client agrees to take all legal responsibility for use of third party domain name and hosting services and supplies truthful details to the third party services.

The Client agrees that information submitted for registration of domain names is then available the general public via the Nominet Whois system. However, clients that are using their website for non-trading purposes may ask the third party registrar for their contact information not to be included in the Nominet Whois system.

The client is liable to pay web designer for any domain name registrations and the initial set up of the hosting if included as part of the web site build.

Any support relating to the domain name, hosting and email services are to be made between the client and the third party service.

Any other domain name and hosting services or costs not included by web designer, including, but not limited to, further domain name registration fees, domain name transfer charges, yearly domain name renewals, hosting charges, yearly hosting renewals, hosting upgrade, extra disk space, bandwidth and any other related or hidden charges are to be paid by the client to the third party services.

The client agrees to pay the domain and hosting fees as soon as required by the third party. Any modifications needed to the domain name or hosting services are to be made between the client and third party service.

The client agrees that if at any time their contact details including email address change, it is their responsibility to contact the third party and update their contact details. Failure to do so may mean that renewal invoices for the domain and hosting services are not received by the client.

Payment for domain and hosting services are to be made immediately on receipt of invoice from the third party service. Failure to comply with the payment terms may result in the clients domain name becoming available to another party and/or the web site and email services becoming unavailable.

Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account which the web designer requires to upload the web site if required as part of a project.

Web designer reserves the right without notice to cancel, reject or refuse work with domain names or hosting services without reason for such rejection or refusal.

Client agrees to be liable for their use of the domain name, hosting and email services with the third party and hereby agrees to indemnify and hold harmless the web designer from any claim resulting from the client’s publication of material and use of the domain name, hosting and email services.

Client agrees to take full responsibility for all usage of the domain name, hosting and email services and to fully abide by the terms and conditions set out by the third party for such services.

PROJECTS

Client agrees that an HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by internet browser software. Web designer agrees to try and match the design as closely as is possible when building the code.

During a website project it is important that client communicates information to the web designer to achieve the required result.

Client agrees that for graphic design work they are permitted upto 3 hours of alterations and for coding work they are permitted upto 3 hours of alterations. All alterations are to be requested in writing either by email or postal mail by the client. After the 3 hours of alterations have been completed either in graphic design or coding, web designer reserves the right to advise the client of such and send a separate quotation to the client and to request payment for any further alterations. Web designer reserves the right to request payment be received for further alterations before continuing work. Upon completion of agreed design the client is asked to confirm in writing by email or postal mail that the design and the screen size is signed off as complete and agree that any further design alterations are chargeable.

If the client requests design or content alterations to pages that have already been completed, new pages or different functionality other than that specified in the original quotation, web designer reserves the right to quote separately for these alterations. Examples of alterations include, but are not limited to:

  • Altering the design layout template which surrounds the centre content to the top, left, right and bottom of the page
  • Altering the logo
  • Altering layers, tables, data, graphics, images and text
  • Addition of a new table or layer to redesign the whole or part of a page
  • Altering colours and font styles
  • Changing the widths and heights of objects on the page
  • Altering the design and structure of navigational menus, links, buttons
  • Altering or adding new functionality to the page, navigation, Javascripts etc
  • For site builds the navigation will be hard coded as per the design. However if the navigation requires Javascript, drop down layers or other functionality which require further coding work this may be quoted for separately.

If optimised pages are included as part of the project, web designer will optimise the client’s web pages which already make up part of the project, optimised pages is not creation of new pages. The optimisation of the web pages can include the meta tags, keywords, description, title, alt tags and text provided by the Client.

If the client does not provide keywords information needed by web designer, then web designer will include it to it’s best judgement.

Web designer endeavours to create pages that can be crawled by search engine spiders. However, web designer gives no guarantee that the site will become listed with search engines. This is often achieved through various methods such as page layout, content and cross linking with other websites. The client may wish to enquire about specialist web marketing.

If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, then client agrees that web designer can apply a nearest available alternative solution.

Web designer at all times applies reasonable skill and care in provision of services.

Once the project is completed, web designer will upload the website to the client’s live web address if included as part of a project.

After site completion, a client or a third party of their choosing may wish to edit their website code themselves to make updates. However, the client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If client or a third party of their choosing edits the website code and this results in functionality errors or the page displaying incorrectly, then web designer reserves the right to quote for work to repair the website.

Web designer reserves the right to assign subcontractors in whole or as part of a project if needed.

Web designer will keep a copy of the site and design source files when a web site project is being worked on. However, the client agrees that it is their responsibility to have regular backups made by themselves or the third party hosting services in case of a software or hardware failure at the third party hosting servers.

All communications between web designer and client shall be by telephone, email, Skype or postal mail, except where agreed at web designer’s discretion.

ACCESSIBILITY & WEB STANDARDS

Web designer tests sites and templates to ensure they comply with W3C CSS standards as they are at time of sale. Should updated W3C CSS guidelines be introduced after the site or templates were sold to the client, web designer reserves the right to quote separately for any additional work needed. If client uses web designer’s templates and CSS stylesheets which are not built by web designer, the overall page may not meet W3C CSS standards.

Web designer tests sites and templates to ensure they comply with W3C HTML standards as they are at time of sale. Should updated W3C HTML guidelines be introduced after the site or templates were sold to the client, web designer reserves the right to quote separately for any additional work needed. For Actinic templates, Actinic software needs to have Actinic specific coding tags within the templates for the site to work and these Actinic code tags do not comply with W3C HTML standards as they are not recognised, however this does not affect site functionality or display. If client uses web designer’s Actinic templates along with other Actinic templates which are not built by web designer, the templates not built by web designer may not meet W3C HTML standards.

Web designer shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the main browsers Internet Explorer and Mozilla Firefox latest releases. New layouts are tested with older browsers to ensure as much compatibility as possible. Client agrees that web designer cannot guarantee correct functionality with all browser software across different operating systems.

Clients agree that after handover of files any updated software versions of the main browsers Internet Explorer, Mozilla Firefox, Google Chrome and Safari, domain name setup changes or hosting setup changes thereafter may affect the functionality and display of their website. As such, web designer reserves the right to quote for any work involved in changing the web site design or website code for it to work with updated browser software, domain name or hosting changes.

Client agrees that more advanced applications on a website page may require a newer browser version or plugin.

LIABILITY AND WARRANTY DISCLAIMER

Web designer provides their website and the contents thereof on an “as is” basis and makes no warranties with regard to the site and it’s contents, or fitness of services offered for a particular purpose. Web designer cannot guarantee the functionality or operations of their website or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.

Web designer endeavours to provide a website within given delivery timescales to the best of it’s ability. However, the client agrees that web designer is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.

The client agrees web designer is not liable for absence of service as a result of illness or holiday time. Web designer has a third party associate who may be able to take on work should there be the need to.

The client agrees web designer is not liable for any failure to carry out services for reasons beyond it’s control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.

Web designer is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

On handover or go live of files from web designer to client, the client shall assume entire responsibility in ensuring that all files are functioning correctly before use.

Whilst every effort is made to make sure files are error free, web designer cannot guarantee that the display or functionality of the web design or the website will be uninterrupted or error free. If after handover or go live of files errors are found in code the web designer has created and the main browsers Internet Explorer, Mozilla Firefox, Google Chrome and Safari, domain name setup and hosting setup are the same as when work began, then web designer can correct these errors for the client free of charge.

If after handover or go live of files errors are found in code the web designer has created and the main browsers Internet Explorer, Mozilla Firefox, Google Chrome and Safari, have released an updated software version, or the domain name setup or hosting setup has been changed, web designer reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name setup or hosting setup.

Should client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, web designer reserves the right to cancel forthwith any projects and invoice client for any work completed.

Web designer shall have no liability to the client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or website, even if web designer has been advised of the possibility of such damages.

There are sometimes laws and taxes which affect Internet ecommerce. Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend web designer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client exercise of Internet ecommerce.

Web designer may from time to time recommend to the client that updates are needed to their site to comply with, including but not limited to, new legislations, software releases and web standards. Web designer reserves the right to quote for any updates as separate work. Client agrees web designer is not liable for any failure to inform or impliment these updates to their site. Client agrees that it shall defend, indemnify, save and hold web designer harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or impliment these updates.

INDEMNIFICATION

Client agrees to use all web designer services and facilities at their own risk and agree to defend, indemnify, save and hold web designer harmless from any and all demands, liabilities, costs, losses and claims including but not limited to solicitors fees against web designer or it’s associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the client or its third parties. Client agrees this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name.

Client also agrees to defend, indemnify and hold harmless web designer against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organisation.

NONDISCLOSURE

Web designer 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 web designer to another party.

PRIVACY POLICY

Web designer and any third party associates shall use information provided by the client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the following purposes:

1) To identify the client in communications with them.

2) To contact the client from time to time to offer them services or products which may be of interest to or benefit the client.

INTERPRETATION

Web designer reserves the right to terminate a project with a client at any time without prior notification if it finds the client in breach of these terms and conditions. Web designer shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.

This agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.

Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.

Web designer reserves the right to alter these Terms and Conditions at any time without prior notice, the latest terms and conditions can be found at the web designers website at http://www.darrenlangley.com/terms.php with a date of last update found under each heading.

By accepting the web designers quotation or making a payment of invoice to use the services supplied, the client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.