Untitled Document

Bethrow Web Design

Terms & Conditions of Business

All work carried out on websites on behalf of our clients is subject to our standard Terms and Conditions of business which are set out below.

IMPORTANT – PLEASE READ : This agreement sets out the terms upon which Bethrow is prepared to provide services to you, the Client.

1 Definitions

“the Company” means Bethrow

"the Client” means any private individual, sole trader, partnership, limited company, public limited company or incorporation.

“fees” means the charge for the provision of services as set out in the proposal (if any) or any such charge as is otherwise agreed from time to time between the parties.

“intellectual property” means all copyrights, moral and related rights, database rights, rights to domain names, and any other similar intellectual property rights (whether registered or not) and applications for such rights as may exist anywhere in the world whether in relation to the design of the site, its construction, any logos, banners, graphics, images or artwork or any software or source codes originated by the Company.

“materials” means all software, manuals and any other such documentation (where the content allows) developed or supplied in relation to the agreement in each and every case in machine and/or human form.

“proposal” means any document(s) provided by the Company (if any) setting out the proposal for the services to be provided by the Company to the Client.

“services” means the concept, design, build; delivery and publishing of the site in accordance with the specifications set out in the proposal (if any) or as otherwise agreed by the parties from time to time.

“software” means all software (including HTML, Javascript, Visual Basic, VBScript, and any other system) affecting the performance of or use of the site, whether or not written by the Company ( including all preparatory designs, materials, modifications, amendments, updates and enhancements to it) required for the purpose of this agreement.

“timetable” means the timetable site out in the proposal (if any) or as otherwise agreed from time to time between the parties.

1.1 Any words denoting the masculine gender include the female and neuter and vice versa. Words denoting the singular include the plural and vice versa.

1.2 The headings in this Agreement are for information and ease of use and shall not affect any interpretation.

2 Services

The Company will deliver Services and Materials and will also provide the Client any other such services agreed in writing from time to time between the parties and use its best efforts to ensure that these are delivered and provided in accordance with the Timetable.

3 Fees

3.1 The Client shall pay the Company the Fees.

3.2 Any and all sums due shall be paid within 30 days of the invoice date (on condition that, where applicable, a valid invoice has been delivered).

3.3 Within 7 days of the acceptance of the Proposal (if any) by the Client, the Client shall pay the Company a non-refundable deposit of 50% of the total estimated cost of the completed website. Where in the case that the final cost(s) have not been estimated, the Client shall pay the Company, £250.00, or any other sum(s) agreed between the parties from time to time.

3.4 The Company will not undertake any work on the Services until it has received the deposit required under the above clause.

3.5 The Company reserves the right to increase the Fees if changes to the Service(s) are required by the Client which departs from the original Proposal or in the case of any instruction by the Client given to the Company.

3.6 If the Client cancels this agreement at any time before completion of the Services, the Client shall pay any fees that would have been charged to the Client to that date, and, any payments that the Company has made on behalf of the Client, or is contracted to make, and/or any liabilities incurred to any third parties in relation to the Site or Client.

3.7 The Company reserves the right to charge interest on all overdue accounts, from the date on which payment is due from day to day until the date of payment at a rate of 2% above the LloydsTSB plc base rate from time to time in force and shall accrue at such a rate after as well as before any court judgement.

3.8 The Company will use its best efforts to produce designs and software that substantially meet the Clients instructions. If the Client rejects the designs produced according to the Clients instructions, for aesthetic reasons, or if the Client changes their original instructions in light of the designs produced, the Company reserves the right to charge an extra fee or fees for changing or amending the design(s).

4 Confidentiality

4.1 The Company and the Client, any employees of either party, that may at any time be employed, or sub-contracted, by the Company or Client, agrees to use its best endeavours to keep all information about the others business at all times strictly confidential, not to use or copy confidential information except as agreed by both parties in writing, with any third party, and in that case, to ensure that all parties that it discloses information to, are bound by terms of confidentiality at least similar to this.

4.2 Clause 4 shall not apply to either party in relation to information about the others business (other than by breach of any duty of confidence) that has become public knowledge, is obtained from any third party or was previously known to that party before the Agreement, or is required to be disclosed by any legal obligation or order of any court of competent jurisdiction.

5 Intellectual Property Rights

5.1 The Client will have sole title and ownership of all intellectual property rights held previously by the Client and intellectual property rights made or developed by them. The Company shall have sole title and ownership of all intellectual property rights made or developed by the Company in the provision of the Services or contained in the Materials, save in the case of any stock materials held by the Company which may at any time be used by the Company in producing a website for another Client or Clients, of which the Client will have due notice.

5.2 The Company, on payment of agreed and all due fees, will grant to the Client, a non-exclusive royalty free licence to the use the intellectual property in connection to the site. This licence will be exclusive to the Client and may not, without written permission of the Company, be assigned or transferred to any third party, including any group, parent, and sister company or associate of the Client.

5.3 The Client hereby irrevocably and unconditionally indemnifies and shall hold fully indemnified the Company from and against any and all actions, proceedings, losses, damages, liabilities, obligations, costs, claims, charges and expenses suffered by the Company of whatsoever nature arising out of or in connection with the Company's use of any materials supplied to it by the Client in the course of its performance of its obligations relating to the design of the Site (including but not limited to any related copyrights, trade secrets, trade names, patents, intellectual property rights or obscenity laws in any country of jurisdiction in which the content of the site can be reviewed or retrieved).

5.4 The Company herby grants to the Client an irrevocable licence to use images or extracts of the site for the Company’s marketing or promotional purposes and on its own website together with a link to the Clients own website, save in exception to clause 5.1 above.

5.5 It shall be a condition to this Agreement, and which has been considered in assessing the level of fees due to the Company by the Client, that the Company will be credited on the Clients website as the creator of the site.

6 Term

6.1 Either party to this Agreement may terminate their obligations under the Agreement if the other is in breach of a material term or condition and fails to remedy a remediable breach within 30 days of receipt of a written notice to do so, which specifies the nature of the breach.

6.2 Either party may terminate this Agreement in the event that the other convenes a meeting of its creditors (or if a proposal is made for any composition, scheme or arrangement for the benefit of creditors); becomes unable to pay its debts as and when they fall due determined; commits an act of bankruptcy or if a trustee, receiver or administrative receiver is appointed in respect of all or part of its business or assets; or has a petition presented against it for the purpose of considering a resolution or other steps are taken for the winding up of the other party (other than for the purposes of solvent amalgamation or reconstruction).

6.3 The rights and obligations of the Company and the Customer contained in clauses 4 and 5 shall survive any termination of this Agreement. Termination of this Agreement shall be without prejudice to any rights which have accrued to either party prior to termination.

7 Limitation of Liability

7.1 Notwithstanding any other provision of this agreement, neither party hereby seeks to limit or exclude any liability which cannot by law be excluded or limited, including without limitation for (i) death or personal injury resulting from negligence, or (ii) fraudulent misrepresentation.

7.2 Subject to Sections 7.1 above and 7.3 below, EACH PARTY'S ENTIRE LIABILITY RESULTING FROM ITS FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED AS follows:

(i) for physical damage to tangible property resulting from negligence, the sum of £100,000 pounds in aggregate for all events giving rise to such liability;

(ii) for all loss not within (i) above, 110% of the total fees made or due to the Company under this Agreement in relation to the twelve month period immediately preceding the most recent event giving rise to such liability (or, if greater, £10,000).

7.3 Subject always to Section 7.1 above, IN NO EVENT SHALL EITHER PARTY BE LIABLE, REGARDLESS OF THE FORM OF CLAIM OR ACTION, FOR (i) LOST PROFITS, BUSINESS, OPPORTUNITIES, OR REVENUES OF ANY KIND, (ii) LOST SAVINGS; (iii) LOST SOFTWARE OR DATA; (iv) LOSS OF USE OF HARDWARE, SOFTWARE, SYSTEMS OR DATA; OR (v) ANY INDIRECT OR CONSEQUENTIAL LOSS; HOWSOEVER CAUSED AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8 Force Majeure

Though every effort will be made to carry out the contract the Company shall be under no liability if it shall be unable to carry out any provision of the Agreement for any reason beyond its control including (without limiting the foregoing) Act of God, war, strike, lockout or any other labour dispute, fire, flood, drought, failure of power supply, legislation, failure of third parties to supply software, design work or other materials or facilities or other cause beyond the control of the Company. During the continuance of such a contingency the Customer may by written notice to the Company elect to terminate the Agreement and pay for Services rendered and Materials used, but subject thereto shall otherwise accept delivery when available.

9 General

9.1 If any provision of the Agreement is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid provision eliminated. In the event of there being any invalidity so fundamental as to prevent the accomplishment of the purpose of this Agreement, the parties shall immediately commence good faith negotiation to remedy such invalidity.

9.2 The registration or obtaining of any domain name for the Client shall be subject always to the relevant terms and conditions of the relevant registrar and shall be subject to any third party claims there may be in respect of trademark, copyright, and/or passing off and the Client acknowledges and warrants that it has made all investigations and considered any competing claim there may be to or in respect of the name by third parties whether in the UK or elsewhere.

9.3 The Client undertakes that it will not during the term of this agreement and for 12 months after completion of the Services or earlier termination of this agreement in accordance with clause 6 hereof (whichever is the later) either alone or in conjunction with or on behalf of any other person, directly or indirectly seek to entice away, solicit or engage any person who was during the term of this agreement an employee or consultant of the Company or was otherwise engaged by the Company and was involved in any way in the provision of the Services. Whilst both the Client and the Company agree that this restriction is reasonable in all the circumstances it is agreed that if a court of competent jurisdiction considers that the restriction is invalid but would have been valid if either the period or its scope were reduced then the restriction will continue to apply with such limitation or limitations necessary to enable its validity.

9.4 The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

9.5 This Agreement is subject to English law and to the exclusive jurisdiction of the English courts.

10 Special conditions

No special conditions apply to this set of terms and conditions.

11 Warranty

11.1 Any errors in the site due to work carried out under this agreement will be corrected immediately during 30 days after the site is published.

11.2 After the 30 day warranty period the Client may expect to receive basic technical support by phone or email. If the level of support required is high the Company reserves the right to charge for it.

12 Hosting

12.1 The Company reserves the right to sub-contract hosting services and may change this sub-contractor without giving notice. The Company does not guarantee continuous service and will accept no liability for loss of service, whatever the cause. The Company may change the type of hosting account used for clients whose site uses an unusually high level of bandwidth. If additional fees become payable, the Company will give the client 30 days notice. The Company will not guarantee to sub-contract any site that causes detriment to the operation of any other sites or systems.

Our overriding objective is to handle all data fairly and securely. Any information you give us about yourself will be stored on Bethrow’s systems. The personal information which we hold will be held securely in accordance with our internal security policy, the Data Protection Act 1998 and the SafeBuy and ISIS accredited code schemes for best practice in internet trading.

We will never collect sensitive information about you without your explicit consent. If we intend to transfer your information outside the EEA (European Economic Area) we will always obtain your consent first.

The information we hold will be accurate and up to date. You can check the information that we hold about you by emailing privacy@bethrow.co.uk. If you find any inaccuracies we will be happy to delete or correct it promptly.

If you have any questions/comments about privacy, you should email us at privacy@bethrow.co.uk

If we decide to change our privacy policy, we will post those changes on here so you are always aware of what information we collect, how we use it, and under circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

We are dedicated to providing our customers with the highest levels of service and support.

We realise how important and valuable our customers' comments are. All your comments about our web site, hosting services and support team - good or bad - will help us to make improvements. Your feedback is always gratefully received. If you have any suggestions on how we can improve our service, please do not hesitate to contact us at feedback@bethrow.co.uk

Bethrow aims to provide you with total satisfaction all of the time, however issues can and do arise. If you are dissatisfied you may wish to complain.

We treat complaints as a valuable opportunity to identify weaknesses in our procedures, so we can implement improvements to benefit all our customers. We encourage customers to contact us early so we can prevent issues becoming problems.

In the first instance you should contact us by emailing complaints@bethrow.co.uk

Complaints will be acknowledged within 24 hours and we will aim to resolve your issue quickly and effectively. We will give you feedback to what action has been done and how we propose to prevent the issue arising again. If we are unable to resolve your complaint within 7 days we will contact you prior to this to arrange a mutually acceptable timescale and action plan for the issue to be resolved.