Terms of business
The following terms of business apply to all products, services and advice provided by Click Design and Web Limited.
All work carried out by Click Design and Web Limited is on the understanding that the client has agreed to these Terms of Business.
Office hours are Monday to Friday 09:00 to 17:30 GMT.
1. Payment
Click Design & Web is VAT registered and VAT will be charged on invoices. Our VAT number is 106733725.
For large projects, a deposit of 20% of the total value must be received prior to the commencement date or within 14 days, whichever is sooner. The deposit invoice is non-refundable. The remaining 80% will be invoiced at intervals throughout the project.
All other invoices are payable within 28 days of the invoice date. Please note hosting and maintenance are payable in advance.
Please ensure that you have gained agreement from the individual(s) responsible for signing off purchase orders prior to agreeing to proceed with the work.
2. Late payment
We understand and exercise our statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998 if we are not paid according to agreed terms. Accounts that have not been settled within seven (7) days of our initial reminder will incur statutory interest of 8% above the Bank of England base rate pursuant to the late payment legislation.
3. Cancellation
If the client cancels a project once a purchase order or proceed email has been received, Click Design and Web Limited reserves the right to charge the client for all work completed to date and any work that is only partly completed, at our discretion.
4. New websites and subsequent web projects/additions
4.1 project commencement
Click Design and Web Limited will provide the client with a proposal and quotation. In order to proceed with this work, we require the client to provide a purchase order relating to the full estimate or acceptance by email/instruction to proceed with the work. Receipt of purchase order/email instruction by Click Design and Web Limited indicates the client’s acceptance of these Terms of Business. Upon completion of each stage (a stage being a set of work defined within the quotation) we require sign off to confirm that the work has been completed. To sign off a stage, the client should email Click Design and Web Limited stating: “I instruct that the work (enter details) is correct and as per our instruction. Any further instruction will be considered outside the scope of this project and may be chargeable.” The final stage is launch and may include the upload of the website to our hosting server or the transfer of files to your hosting provider. If launch is delayed for any reason beyond Click Design and Web Limited’s control (such as the client delaying go live), this final stage will be invoiced at the date defined in the original schedule.
4.2 schedule
Upon receipt of the purchase order or proceed email, Click Design and Web Limited will propose a schedule to the client defining the milestones for the project and the dates when feedback, design sign off, supply of content and assets etc. are required. If the client misses one of these milestones, Click Design and Web Limited will provide a revised schedule but cannot guarantee to meet the original schedule or go live dates. If the client is late in supplying material or does not approve or sign off work on time, at any stage, Click Design and Web Limited will not be held liable for any missed deadline or launch date and additional fees may be incurred.
4.3 site map and framework
Click Design and Web Limited may supply a sitemap and/or framework to the client based upon the supplied proposal and quotation. Prior to commencement of the design and development stages, Click Design and Web Limited will require sign off from the client to confirm that the sitemap and/or framework is correct and adheres to the client’s expectations of the project.
4.4. supply of text and/or imagery
Click Design and Web Limited may supply content input forms to the client based upon the sitemap and/or framework as defined in the proposal. Unless agreed otherwise in writing, the client must complete the forms with final content (including any imagery and associated items) and return them to Click Design and Web Limited by the dates defined in the project schedule. Once the content document has been received back from the client, any subsequent changes to the content may incur additional charges. If any content is missing from the forms and is not received by the date defined within the project schedule, or if the client requires additional content to be added prior to launch, additional fees may be incurred and the project schedule delayed. If Click Design and Web Limited is obliged to assist in any way in the identification, sourcing, verification, categorisation and/or assembly of content, additional charges will apply.
Image costs will be agreed with the client either before commencement or in the start up phase of the project, with a separate quotation. Any images that Click Design and Web Limited is asked to obtain from third party photographers or stock photography will be charged as an additional cost.
Any images or photographs that are supplied by the client should be in digital format to the required pixel dimensions as specified by Click Design & Web. If the client supplies image files that are the wrong size or pixel dimensions, or that require further work of any sort, the client agrees to pay any additional costs involved.
4.5 copyrights and trademarks
Work we supply to you:
Copyright is retained by Click Design and Web Limited on all work until all invoices have been settled. Any artwork, images, coding or text supplied and/or designed by Click Design and Web Limited on behalf of the client, will remain property of Click Design and Web Limited and/or its suppliers until full payment is received. If any image(s), royalty free or rights managed, are purchased on behalf of the client, upon full reimbursement of the associated costs to Click Design and Web Limited the client shall hold full rights to these images(s) or the rights defined within the supplier’s terms and conditions. The client may request in writing from Click Design and Web Limited the necessary permission to use materials (for which Click Design and Web Limited holds the copyright) in a form other than that for which it was originally supplied, and Click Design and Web Limited may grant this at its discretion. Such permission must be obtained in writing before Click Design and Web Limited will allow any of the aforementioned artwork, images, text, or other data to be used.
Items you supply to us:
By supplying any elements (including but not limited to text, graphics, photos, designs, trademarks, or other artwork) to Click Design and Web Limited for inclusion in the client’s website or other medium, the client agrees:
- That they grant Click Design and Web Limited permission to use this material freely in the pursuit of the design.
- That they hold the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the client, or rightful copyright or trademark owner.
- That they believe them to be copyright and royalty free. If it subsequently emerges that there are copyright or royalty usage limitations, the client agrees either to allow Click Design and Web Limited to remove and/or replace the file on the medium and to pay any cost incurred, or to pay the necessary fees to the copyright holder.
- That they will protect, indemnify and defend Click Design and Web Limited and its subcontractors from any liability (including solicitors fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the client. Evidence of ownership or permissions may be requested by Click Design and Web Limited.
4.6 design
The design fee includes the quantity of designs as defined in our proposal and quotation to the client. The quotation includes one set of amendments. If a choice of designs is presented, only one design (the chosen design) is deemed by Click Design and Web Limited as fulfilling the agreement. All other designs remain the property of Click Design and Web Limited unless agreed in writing. Additional revisions or design work outside the scope of the project will be charged separately.
4.7 web development
We build websites using the latest technologies but we understand that not everyone visiting your website will have the latest browser supporting these technologies, so we only use these features in areas we know aren’t critical to the functionality of your website. This technique is called progressive enhancement. It ensures that everyone can use your website. Users with modern browsers can enjoy the website in full whilst users with legacy browsers can still use the website with fallback default functionality. Click Design and Web Limited cannot guarantee that your website will always be error free, and therefore Click Design and Web Limited will not be liable in any way whatsoever to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you have advised us of them. Click Design and Web Limited does not warrant that any third party products will operate uninterrupted or error free or that all defects or errors can or will be corrected. We cannot be held liable for any mistakes made by a third party that we do not have control over.
4.8 browser testing
There are over 10,000 browser brands, versions, and configurations. Add to the mix various operating systems and devices (mobile, tablet, laptop) and you start to see the scale of the issue when it comes to browser testing. Large corporations like the BBC, Google and Facebook support the current and previous major releases of Chrome, Firefox, Internet Explorer and Safari on a rolling basis. Each time a new version is released, they begin supporting that version and stop supporting the third most recent version. We follow a similar policy but try to use a graded browser support policy which guarantees your website will function as expected on the most popular current devices, operating systems and browsers where possible at the time your website is launched. Other features may still work on lower grade browsers but may not look or function in the same way. We test your website on the latest 3 versions of Chrome, Safari, Firefox and Internet Explorer released at the point when the development stage starts.
4.9 additional website work
Additional work outside the scope of the original proposal, and any future work required after launch, will be charged at our standard rates and will be agreed with the client prior to commencement via a new quotation. The client agrees that Click Design and Web Limited holds no responsibility for any amendments made by any third party.
5. Hosting
Your website is made up of lots of files (such as code, images and documents) and may include a database (containing your website structure, content and links). When a user is surfing the internet on their computer, mobile or tablet and accesses your website by finding you on a search engine, another website or by going directly to your website by typing in your domain name (such as mycompany.com), your files and databases work together to generate your website. Your files and databases need to be stored on a super powerful computer called a web server, designed specifically to load your website quickly, and deal with heavy amounts of web traffic (lots of people accessing the website simultaneously). Website and database hosting is required for users to access and view your website. Click Design and Web Limited provides fully managed website and database hosting space for a minimum of 12 months at a time. The type of website and database hosting required is based upon the type of website, as different websites require different amounts of space.
Click Design and Web Limited provides the hosting service as defined in the supplied proposal and quotation. Click Design and Web Limited may, in its sole discretion, alter, improve or otherwise modify the hosting service, provided that any such change will not significantly alter the provision of the hosting service to the client or result in the removal of any features or services that form part of the hosting package. Click Design and Web Limited will use its best and reasonable endeavours to ensure that the service is provided to the client on a constant, uninterrupted basis throughout the period of hosting.
Click Design and Web Limited reserves the right to suspend the hosting service if the hosting is being used for anything that Click Design and Web Limited deems to be inappropriate, including any content or activity related to trade secrets, confidential information, theft, fraud or the falsification of records or references, assault, violence, terrorism, pornography, drink, drugs, and/or any activity that is illegal in England & Wales and any misuses of copyrighted work.
The client is required to pay all hosting fees due in advance as defined by the quotation. Click Design and Web Limited reserves the right to suspend the hosting service or cancel the client’s order if fees are not paid on or before the due date.
The client will fully indemnify Click Design and Web Limited against all costs, expenses, liabilities, losses, damages and judgements that may arise as a result of the client’s misuse of the hosting service, the client’s negligence or other act of default or the activities of third parties conducted on the client’s website using facilities such as blogs, forums and chat.
The initial period of hosting service provision will commence on the date that the client’s website goes live. This term shall last for a period of 12 months, subject to the termination provisions. The start date and expiry date of the hosting service are defined on the invoice.
The client agrees to maintain its website software to the minimum required specification for security and operational performance. Most of these are updates are covered by ongoing website maintenance but every few years an additional update may be required as mandatory, subject to approval of our quotation.
5.1 automatic hosting renewal
Subsequent periods of hosting service provision shall last for a period of 12 months each and will follow on from a previous period, without interruption, subject to the fulfilment of the client’s payment obligations. All hosting is renewed automatically on the day of renewal. Hosting renewal is invoiced effective from the date that the hosting is renewed. Any increase in hosting costs will be advised in writing no less than 60 days prior to the renewal date.
5.2 cancelling hosting renewal
If the client no longer requires the hosting service, they may request termination of the service by written notice (email is acceptable) at least 30 days in advance of the expiration date. If terminated, all services relating to the terminated hosting will cease automatically on the expiration date. It is the client’s responsibility to source an alternative hosting provider and to ensure the new hosting environment is adequate for their website.
5.3 moving hosting suppliers
A minimum fee of £120 + vat will be charged for switching from a Click Design and Web Limited hosting package to a third-party hosting package, to cover the cost of supplying files to and liaising with the new hosting company. If files are to be provided to the client for hosting on a third party server, payment of all invoices must be paid in full prior to files being released. Also, Click Design and Web Limited cannot guarantee that a website will be fully compatible with all third-party hosting server operating systems. It is the client’s responsibility to ensure that the new hosting of their choice is adequate for their website. Click Design and Web Limited is able to provide a specification of the server required, upon request. In addition, if Click Design and Web Limited is required to provide ongoing maintenance to a website on third party hosting, additional cost may be incurred and is payable by the client.
6. Merchant accounts/Payment providers
The client is responsible for the setup of their merchant account/payment provider. Details of the client’s merchant account/payment provider’s test and live account should be provided to Click Design and Web Limited prior to the services commencing. Click Design & Web Limited is not responsible for any issues relating to third party merchant accounts/payment provider transactions or other functionalities.
7. Go Live
Full upload and publication of the website can only take place after full payment has been received for all invoices submitted unless otherwise agreed.
8. Warranty
All new projects hosted on a Click Design and Web Limited server include a 14 day warranty. The start date is the day that you receive confirmation from Click Design and Web Limited that the project is in a live environment (i.e. a user is able to view the project publicly). If the client delays the go live for any reason whatsoever, the warranty starts automatically 14 days after the date that Click Design and Web Limited confirms that the project is ready to go live, whether the project is in the live environment or not.
9. Maintenance
In order to maintain security, ongoing maintenance is mandatory for all websites hosted by Click Design & Web Limited. Maintenance includes updating WordPress, plugins and resolving any minor user issues identified in Google Search Console and Google Analytics. Depending on the size and complexity of the website, maintenance will be conducted either monthly or quarterly, as defined in the proposal and quotation and is payable in advance. The maintenance term will commence one month after the client’s website goes live and shall last for a period of 12 months. It is renewable automatically at the end of each 12 month period. Click Design & Web Limited will review the maintenance fee every year and give the client 60 days notice of any increase due at the time of renewal.
9.1 cancellation of maintenance
If the client does not wish to renew maintenance, written notice (email is acceptable) must be given no less than 30 days before the 12 month renewal date.
10. CMS support
After the 14 day warranty period, Click Design & Web Limited supplies ongoing support on a pay as you go basis. Support is charged at our standard hourly rate and a quotation for each item is provided for approval before commencement. Support includes fixing any errors or malfunctions identified by the client as well as any changes or additions required.
Support requests relating to a malfunction or other issue should be accompanied by as much information as possible, including screengrabs and links, to enable us to identify the cause of the issue quickly and efficiently.
We aim to respond to your support request within 2 hours of it being received during office hours. We endeavour to supply a quotation for the work involved as soon as possible, together with the timeframe within which we will aim to conduct the work.
We aim to start work to fix business-critical issues within one business day (8 ‘office hours’) of responding to your support request or receiving the requested information. We aim to start work to fix non business-critical issues within 3 business days (24 ‘office hours’) of responding to your support request or receiving the requested information.
We can only start work on the support request after we have received your approval of our quotation. Support work is invoiced once the work is completed. Our standard payment terms apply.
11. Health checks
It is recommended that a website health check is carried out every 2 to 3 years to ensure that all features and functionality with the client’s website are up to date. Click Design & Web will prompt you when the health check is required and will provide a list of any items that need to be updated along with a quotation for approval.
12. Search Engine Optimisation/Digital Marketing
Click Design and Web Limited is committed to providing search friendly websites, on-going services, activities and advice but is not responsible for the client’s ongoing website promotion. Should the client require its site to be promoted through Search Engine Optimisation, a separate quotation will be supplied for approval. Click Design and Web Limited cannot guarantee rankings or traffic. Our Search Engine Optimisation/Digital Marketing packages are for a period of twelve months unless specified in the quotation. The start date and expiration date for the Search Engine Optimisation/Digital Marketing packages are defined within the quotation. At the end of the sixth month, a review is carried out and the client has the option of continuing for a further six months or terminating the services. If the client decides to continue for a further 6 months, the expiration date remains the same. If the client terminates the services, the expiration date changes to the last day of the sixth month. Upon termination, all fees due to Click Design and Web Limited up to and including those due to the date of expiration shall be paid by the client within 10 days of such termination. The charges for Click Design and Web Limited Search Engine Optimisation/Digital Marketing packages are those indicated within the supplied quotation. Clients are invoiced at the end of each month for the month’s activities. Charges for the Search Engine Optimisation/Digital Marketing packages will be reviewed annually with notification of any increase 30 days prior to the expiration date.
13. Complaints procedure
If a dispute arises, we arrange a meeting to discuss the issues and aim to find a solution and define when the agreed actions will be instigated. If after this meeting the issue is still not resolved, the matter shall be referred to the arbitration of a single arbitrator with appropriate qualifications and practical experience to resolve the particular dispute. The arbitrator shall be agreed by Click Design and Web Limited and the client. In the event of failure to agree, the arbitrator shall be appointed by the President of the Law Society of England and Wales. The arbitration shall take place at an agreed location and shall be in accordance with the Arbitration Act 1996 or any re-enactment or modification of that Act for the time being in force. Click Design and Web Limited and the client shall promptly provide to the arbitrator all information reasonably requested by them relating to the particular dispute, imposing appropriate obligations of confidence. Click Design and Web Limited and the client shall require the arbitrator to use all reasonable endeavours to render his/her decision within 30 days following receipt of the information requested or if this is not possible as soon thereafter as may reasonably be practicable Click Design and Web Limited and the client shall cooperate fully with the arbitrator to achieve this objective. Click Design and Web Limited and the client shall share the fees and expenses of the arbitrator equally. The decision of the arbitrator shall be final and binding upon both Click Design and Web Limited and the client.
14. Conclusion
Should Click Design and Web Limited waive any of these terms on an individual basis, this shall not affect the validity of remaining terms or commit Click Design and Web Limited to waive the same terms on any other occasion.
Furthermore, should Click Design and Web Limited undergo any change in corporate structure or merge with or sell to another business, these terms shall continue to apply to the relationship between the client and the new business entity until such a time as terms are confirmed or varied by the said new business entity.
By agreeing to these terms your statutory rights are not affected. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Although Click Design and Web Limited has tried to keep the language within this document simple, the intentions are serious, and it is a legal document under the exclusive jurisdiction of English Law and Courts.
Click Design and Web Limited reserves the right to add, delete, or modify any provision of these Terms of Business at any time without notice. Failure to receive notification of a change does not make those changes invalid.
