Definitions

The following Terms and Conditions document is a legal agreement between JEWilson Ltd, hereafter “the Developer”, and “the Client” for the purposes of website design or development.These Terms and Conditions set forth the provisions under which the Client may use the services supplied.

The Developer is an Internet web design provider offering the Client graphical design, HTML, CSS, Javascript, PHP, Drupal and other related computer programming languages.

General

Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.

All trademarks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website. Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence. From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s). Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.

Acceptance of Work

Estimates are valid for 21 days from date of issue.

When the Client places an order to purchase a website or website updates from the Developer, the order represents an offer to the Developer to purchase the website or website updates.No contract for the supply of services exists between Client and Developer until the Developer sends an estimate to the Client. The estimate equals acceptance by the Developer (or third party supplier) of the Client’s offer to purchase services from the Developer and this estimate of work is a valid contract between Client and Developer along with an optional, written agreement between both parties.

Any other services on the order that have not been included in the estimate or agreement do not form part of the contract. The Client agrees to check that the details of the estimate, agreement and specifications are correct and should print and keep a copy for their records. The Developer is liable to withdraw from the contract at any time prior to acceptance. Additional work requested by the Client that is not specified in the agreed estimate is subject to an additional estimate by the Developer on receipt of specification. If the work is needed as part of an existing project, then this may affect time scale and overall delivery time of the project.

The Client agrees to provide any needed information and content required by the Developer in good time to enable the Developer to complete a design or website work as part of an agreed project.Any work is subject to a minimum charge of the agreed hourly charge.

Timescales

All time-frames given for work undertaken are estimates. In no event will the Developer be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising from delivering any work within a given time-frame.

Copyrights, Trademarks & Permissions

The Client hereby agrees that all media and content made available to the Developer 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 the Developer and its subcontractors from any claim or suit that may arise as a result of using the supplied media and content. The Developer guarantees that all aspects of design, images, pages, code, source files and construction of the project will be disclosed to the Client upon completion, and full code, copyrights and ownership will be the property of the Client once full payment has been received.

These terms of use grant a non-exclusive limited license so that the Client can use the design on one website on one domain name only. The Client is not permitted to use a design for more than one website without prior written agreement between the Client and the Developer. The Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and the Developer.

The Client agrees that the Developer may include development credits and links within any code the Developer designs, builds or amends. If the Developer designs a website for a Client, then the Client agrees that the Developer may include a development credit and link displayed on the Client’s website. If the Developer builds or amends a website for a Client, then the Client agrees that the Developer may include a development credit and link displayed on the Client’s web page, which may be within the code but not displayed on a web browser if requested by the Client.

The Client agrees that the Developer reserves the right to include any work done for the Client in a portfolio of work. The Client agrees to abide by the terms of any third party software or media included within any work done for the Client. Examples of this include, but are not limited to, Googlemaps, Media under the Creative Commons license, RSS feeds, Open Source GPL Software etc.

Projects

The 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. The Developer agrees to try to match the design as closely as is possible when building the code. During a website project it is important that the Client communicates information to the Developer to achieve the required result.

If optimised pages are included as part of the project, the Developer will optimise the Client’s web pages that 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. The Developer endeavours to create pages that are accessible to search engines. However, the Developer gives no guarantee that the site will become listed with search engines.

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 the Client agrees that the Developer can apply a nearest available alternative solution. The Developer at all times applies reasonable skill and care in provision of services. On request, the Developer can create a copy of the website on one USB stick to be posted to the Client on project completion. A small charge will be made to cover the cost of this, unless estimated otherwise.

Once the project is completed, the Developer will upload the website to the Client’s live web address if included as part of a project. The Developer reserves the right to assign subcontractors in whole or as part of a project if needed. The Developer will keep a copy of the site and design source files when a website 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 Developer and Client shall be by telephone, email, Video Call or postal mail, except where agreed at the Developer’s discretion. Any amount quoted for website projects, unless explicitly stated or agreed otherwise, excludes hosting of the website, domain name registering, video and image stock licenses and any additional licenses required for the operation/running of the website, outside of those agreed in the proposal. In the event The Client becomes unresponsive or does not respond in a timely manner the Developer reserves the right to progress the project as they see fit in order to deliver the project within the agreed timescales. This can include progressing the project phases in accordance with the start of those phases.

Alterations of project

The Client agrees they are permitted a maximum of 2 hours of alteration on projects of £1500, with an additional 1 hour of alteration available per whole £750 of cost after that, unless estimated otherwise.

All alterations are to be requested in writing either by email or postal mail by the Client. After the allocated time for alterations is used up, either in design or coding, the Developer 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. The Developer reserves the right to request payment be received for further alterations before continuing work.

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 estimate, the Developer reserves the right to estimate separately for these alterations. 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 is estimate is below £750.

Once a website project is complete, unless otherwise agreed, the client has 14 days to request (free of charge) any changes that relate to:

• Interoperability Errors

• Small discretionary tweaks

• Spelling mistakes.

After this period, unless agreed otherwise, changes may become chargeable at an hourly rate.

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 the Client or a third party of their choosing edits the website code and this results in functionality errors or the page displaying incorrectly, then the Developer reserves the right to quote for work to repair the website.

Revision During Execution

The Client may be charged additional fees if they decide to make changes to the agreed-upon project scope and objectives.

Website Retainers

The Developer may offer at its discretion website maintenance work on a retainer basis. In the case a set amount of hours are agreed within this retainer, The Developer at its discretion may roll up to 50% of the non-utilized hours onto the following month/retainer period. Hours may only be rolled over once and not accumulated and are subject to our availability.

Domains

Client agrees that it is their responsibility to locate and register a Domain name. The Developer can however at their own discretion assist the Client where necessary.

Liability and Warranty Disclaimer

The Developer provides their website and the contents thereof on an ‘as is’ basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. The Developer 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.

The Client agrees that the Developer is not liable for any bugs, performance issues or failure of their Drupal software as Drupal is open-source software distributed under the GPL (“GNU General Public License”) and is maintained and developed by a community of thousands of users and developers. Any bugs, performance issues or failure with the software will be directed to the Drupal Development community via drupal.org.

The Client agrees that the Developer is not liable for any bugs, performance issues or failure of their Joomla software as Joomla is open-source software distributed under the GPL (“GNU General Public License”) and is maintained and developed by a community of thousands of users and developers. Any bugs, performance issues or failure with the software will be directed to the Joomla Development community via joomla.org.

The Developer endeavours to provide a website within given delivery time scales to the best of its ability. However, the Client agrees that the Developer is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery time scale. The Client agrees that the Developer is not liable for any failure to carry out services for reasons beyond its control, including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, pandemic, terrorism and war or any act or omission of any third party services.

The Developer 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 of files from Developer 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, the Developer cannot guarantee that the display or functionality of the web design or the website will be uninterrupted or error free. If, after handover of files, errors are found in code the Developer has created and the standard development platform, then the Developer can correct these errors for the Client free of charge for a period of 14 days, after acceptance of the work.

If, after handover of files, errors are found in code the Developer has created and the standard development platform, or the domain name set-up or hosting set-up have been changed, the Developer can correct errors and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name set-up or hosting set-up.

Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, the Developer reserves the right to cancel forthwith any projects and invoice the Client for any work completed at the hourly rate. The Developer 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 the Developer has been advised of the possibility of such damages.

There are sometimes laws and taxes that affect Internet e-commerce. The Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet e-commerce.

The Developer may from time to time recommend to the Client that updates are needed to their site, including but not limited to new legislation compliance, software compatibility and web standards. The Developer reserves the right to quote for any updates as separate work. The Client agrees that the Developer is not liable for any failure to inform or implement these updates to their site. The Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.

SEO

We recommend a minimum 3-6 month period for all SEO campaigns in order to have the time and resources to effectively achieve results. We require 30 days written notice to cease or cancel any retainer work, including SEO. You will still be charged for the current month and may be charged for the following month if 30 days written notice is not given within the 30-day threshold for the end of the month or billable period. Please note that at any time a search engine may change their ranking algorithm, which may result in massive fluctuations in rankings. We endeavour to allow for any changes but in some cases rankings may be massively affected either positively or negatively, through reasons beyond our control.

Unless explicitly stated otherwise all amounts quoted in all Tailor Made Websites SEO quotes and invoices are monthly fees. Please note that our SEO campaigns do not come with a guarantee of sales, enquiries or rankings. We do everything to ensure that we meet the KPI’s agreed in your SEO proposal/agreement, but we cannot guarantee a specific outcome due to the nature of SEO and Search Engines.

Payment Terms

Our payment terms are 21 days.

Unless stated or agreed otherwise you must make payment within 21 days of receipt of any invoices. Payments are divided into 3 payments, with the final payment due prior to the release of any work.

Failure to do so may result in:

• An interest charge of 8% plus the reference rate for the bank of England under the Late Payment of Commercial Debts (Interest) Act 1998 and compensation arising from late payment under section 5A of the Late Payment of Commercial Debts (Interest) Act 1998

• A fixed admin fee of £45+vat.

• We reserve the right stop any work on the Clients Website until payment is made.

The required payment timeframe is stated on the first page of all invoices.

If we do not receive payment within this timeframe we reserve the right to withhold the contents of the website. Payment for care plans and SEO campaigns is required in advance to the month/period the service is provided. Prices are subject to change without notice. All estimated prices are exempt of VAT unless specified. The Developer reserves the right to decline further work on a project if there are invoices outstanding with the Client. The Developer reserves the right to remove its work for the Client from the Internet if payments are not received.

Source Code/Artwork

We do not release any artwork or source code for any projects until full payment has been received. All designs, graphics and code remain the property of the Developer until full payment for the deliverables has been received. An additional charge may be applied if artwork files are requested in a format that can be edited (PSD, AI).

Website Care Plan

The Developer may offer at its discretion a website care plan to provide ongoing support and maintenance work. Unless stated otherwise your website care plan entitles you to up to 1 hour of our time per month for support for your website as required. Hours for care plans may be used at the client’s discretion, where no requests are received from the client within a given period the Developer at its discretion will utilise the time to perform updates/maintenance for the website. Care plan hours cannot be accumulated or rolled over to the following period.

Termination

Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for design work completed to the date of first notice of cancellation for payment in full within thirty (21) days.

If the Client halts work on a project, work completed shall be billed at the hourly rate and deducted from the total cost quoted. If at the time of the request for a refund, work has been completed beyond the amount covered by the initial payment, The Client shall be liable to pay for all work completed at the hourly rate stated above.

For every website project, a timescale for delivery will be provided. If the project time extends outside of the allocated timescale due to:

• Lack or delay of correspondence from the client.

• Slow or delayed delivery of content from the client.

• Changes to the initial spec/proposal by the client.

An additional hourly charge may be incurred.

Indeminification

The Client agrees to use all Developer services and facilities at their own risk and agrees to defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims, including but not limited to legal fees against the Developer or its 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. The Client agrees that this indemnification extends to all aspects of the project, including but not limited to website content.

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

Non-disclosure

The Developer and any third party associates agree that, unless directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. The Client agrees that it will not convey any confidential information about the Developer to another party, unless directed by the Developer.

Interpretation

The Developer 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. The Developer shall be the sole arbiter in deciding what constitutes a breach. No refunds will be given in such a situation. 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.

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. By accepting an estimate or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understood, and accept the Terms and Conditions of this Agreement, and agrees to be legally binded by these Terms and Conditions. The Developer reserves the right to alter these Terms and Conditions at any time without prior notice.

Statutory Rights

These Terms and Conditions do not affect your statutory rights as a consumer.