Terms & Conditions.

• Statement
• Section 01 - Definitions
• Section 02 - Confidential Information
• Section 03 - Cancellation
• Section 04 - Design Fees
• Section 05 - Hosting Fees
• Section 06 - Domain Names
• Section 07 - Hosting Package
• Section 08 - Limitation of Liability
• Section 09 - Intellectual Property Rights
• Section 10 - Force Majeure
• Section 11 - Re-Design Service
• Section 12 - E-Commerce
• Section 13 - Content Material
• Section 14 - Optional Extras
• Section 15 - Warranty
• Section 16 - General

Statement

All services are subject to our standard Terms and Conditions, which are outlined below.

This agreement sets out the terms on which SharpPlum Design - "The Designer" is prepared to provide services to you - "The Client".

SharpPlum reserves the right to alter these Terms and Conditions at anytime and without prior notice.

These Terms and Conditions are available online at: www.sharpplum.co.uk/terms.htm

Any contract between the Designer and the Client are subject to the following Terms and Conditions.

Section 1: Definitions

(This section provides a glossary for some of the terms used in this document.)

"The Site" means the World Wide Web site provided by the Designer for the Client.

"Material" or "Content" means any text, photographs, source codes, logo, design element or website function that may be used to compile the Site.

"Project" means any design service offered by the Designer that is accepted by the Client.

"Site Proposal" means the agreed document prepared by the Designer setting out the services to be provided to the Client.

"Fees" means the charge for the services as set out in the Site Proposal or any other charge agreed between the Designer and the Client.

"Design Fee" means the charge for services such as website design, website re-design, wallpaper design, logo design and any E-commerce function.

"Hosting Package" means the service provided by the Designer which includes the hosting of a website and E-mail facilities.

"Hosting Fee" means the charge for the Hosting Package.

"Hosting Payment Date" means the monthly calendar date by which the Client must pay for the Hosting Package.

"Domain Name" means the address of a website.

"Intellectual Property Rights" means all copyrights, moral rights, patents, trade marks, trade names, design rights and includes the design of a website, its architecture, written content, artwork, logos and source codes whether registered or not.

"E-Commerce" means commercial transactions that take place entirely or partly on the World Wide Web.

"Digital Goods" means products that can be downloaded directly by customers of the site.

"Thirty Day Warranty Period" means the period of thirty days following completion of a project within which reported errors will be corrected without further cost to the client.

"A Link" means a hyperlink used on the World Wide Web to connect pages and sites.

Section 2: Confidential Information

(This section protects the privacy of both designer & client.)

2.1 The Designer and the Client agree to keep all information about the other's business strictly confidential.

2.2 The Designer and the Client agree not to use Confidential Information except as agreed in writing with the other party.

2.3 The exception to the above clauses 2.1 and 2.2 is information that is already in the public domain.

Section 3: Cancellation

(This section defines the right to cancel the agreement.)

3.1 Both parties reserve the right to cancel the agreement without prior notice.

3.2 Both parties reserve the right to cancel the agreement without any further financial penalty.

3.3 The Client may cancel the agreement prior to the first payment without any financial penalty.

3.4 The Client may cancel the agreement after the first payment and prior to the project completion without any further payment.

3.5 For clarification, should the Client cancel the agreement following completion of the project, the final payment must still be paid in full (clause 4.2).

3.6 The Designer may cancel the agreement upon refund of all fees.

3.7 The Client may cancel the agreement without reason.

3.8 The rights and obligations of the Client and the Designer contained in sections 2 and 9 shall survive termination of the agreement.

3.9 Cancellation of the agreement shall be without prejudice to any rights that have accrued to either party prior to cancellation.

Section 4: Design Fees

(This section deals with fees due for any design service.)

4.1 The Client shall pay the Designer the design fee as stipulated in the agreed Site Proposal.

4.2 All outstanding design fees become due upon completion of the project.

4.3 All design fees shall be paid within fourteen (14) days of coming due.

4.4 All projects require a non-refundable deposit of fifty percent (50%) of the total quoted fee as defined in the agreed Site Proposal.

4.5 In projects where the precise final fee is unknown, payment of fifty percent of the estimated total will suffice. Any adjustment required will be made on the final payment.

4.6 Fees that remain unpaid thirty days after coming due will be liable for a service charge in the amount of ten percent (10%) of the total amount due for each part of thirty days the fee remains unpaid.

4.7 The Designer will not undertake any work on the project until the deposit, as required under clause 4.4 above, has been received.

4.8 The Designer may, with agreement, increase the fees if the Client requests substantial changes to the project, as defined in the Site Proposal.

Section 5: Hosting Fees

(This section deals with fees due for any hosting service.)

5.1 The Client shall pay the Designer the hosting fee as stipulated in the Site Proposal.

5.2 The first hosting fee will become due upon publication of the website.

5.3 The Designer will, by e-mail, provide the Client with the hosting payment date.

5.4 The Client will pay each hosting fee on or before the due hosting payment date.

5.5 Hosting fees that remain unpaid thirty days after coming due will be liable for a service charge in the amount of fifteen pounds sterling (£15) for each part of thirty days the fee remains unpaid.

5.6 The hosting fee is non-refundable.

Section 6: Domain Names

(This section deals with conditions specific to the domain.)

6.1 The Designer agrees to submit, register, purchase and maintain the domain for the use of the Client when a Hosting Package is agreed.

6.2 The obtaining of any domain name for the Client is subject to the terms and conditions of the relevant registrar of domain names.

6.3 The obtaining of any domain name for the Client is subject to any third party claims in respect of rightful ownership, trademark or copyright and the Client acknowledges and warrants that it has made all investigations and considered any competing claim there may be to the name by third parties.

6.4 The Client agrees that, in the absence of a Hosting Package agreed with the Designer, responsibility for all domain provision rest with the Client.

Section 7: Hosting Package

(This section deals with conditions specific to the Hosting Package option.)

7.1 Any type of automated unsolicited E-Mail (Spam) is strictly prohibited, and any service will be suspended if complaints are received about this activity.

7.2 The Designer reserves the right to sub-contract hosting services and may change this sub-contractor without giving notice.

7.3 The Designer does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.

7.4 The Designer reserves the right to cancel any service if abuse of that service is suspected.

7.5 The Designer may change the type of hosting account used for a client whose site uses an unusually high level of bandwidth. Should additional fees become payable, the Designer will give the Client seven days notice.

7.6 The Designer will not guarantee to host any site that may cause detriment to the service of any other client.

7.7 Any updating of details is done at the discretion of the Designer.

7.8 Substantial updating will be charged at an hourly rate, please contact the Designer for current rates.

7.9 All details to be updated must be provided in writing (E-Mail is acceptable).

Section 8: Limitation of Liability

(This section protects both designer & client within English law.)

8.1 Notwithstanding any other provision of the agreement, neither party seeks to limit or exclude any liability that cannot by law be excluded or limited.

8.2 Subject to above clause 8.1, in no event shall either party be liable for direct loss, indirect loss, loss of data, software or hardware.

Section 9: Intellectual Property Rights

(This section protects the ownership rights of both designer & client.)

9.1 The Client possesses sole title and ownership of all Intellectual Property Rights previously held by the Client and all materials created by the Client for the project.

9.2 The Designer possesses sole title and ownership of all Intellectual Property Rights created by the Designer in the provision of services or fulfilling of any project.

9.3 The Designer will grant to the Client, upon payment of all fees, an exclusive royalty free licence to use the Intellectual Property in connection with the website or project.

9.4 The licence granted in the above clause 9.3 is personal to the Client and cannot be transferred without the prior written consent of the Designer.

9.5 The Client hereby irrevocably and unconditionally indemnifies and shall hold fully indemnified the Designer from and against any and all actions, proceedings, losses, damages, liabilities, obligations, claims and charges of any nature in connection with the use of any material or information supplied by the Client.

9.6 The Client agrees to grant the Designer irrevocable licence to use images or extracts from the project for promotional purposes.

9.7 The Client agrees to grant the Designer an irrevocable licence to place upon each page a link to the website of the Designer.

9.8 The Client has the option of purchasing any Intellectual Property Rights held by the Designer in connection with any single project for a fee equal to fifty percent of the project or five hundred pounds (£500), whichever is the lesser amount.

9.9 The logo design service includes the fee for the Intellectual Property Rights therefore the above clauses 9.2 9.4 and 9.8 do not apply to the logo design service.

Section 10: Force Majeure

(This section deals with unforeseen circumstances.)

10.1 Although every effort will be made to fulfil the agreed services, the Designer shall be under no liability if unable to carry out any provision of the agreement for any reason beyond the Designers' control including (without limiting the foregoing) Act of God, war, strike, theft, fire, flood, failure of power supply, legislation, failure of third parties, or any other cause beyond the control of the Designer.

10.2 Should the above clause 10.1 come into effect and cause unacceptable delay to services received, the Client retains the right to cancel the agreement as stated in section 3.

10.3 The Client agrees to indemnify the Designer and hold harmless the Designer from any and all claims resulting from the use of any service offered by the Designer, which cause damage or loss to the Client or a third party.

Section 11: Re-Design Service

(This section deals with conditions specific to re-designing an existing site.)

11.1 The Client agrees that the Client possesses the rights to the site to be re-designed.

11.2 The Client agrees to provide to the Designer all information necessary to complete the re-design project.

11.3 The Designer agrees to inform the Client which information is required to complete the re-design project.

11.4 The Client agrees to change all passwords that have been provided to the Designer upon completion of the re-design project.

11.5 The Designer agrees to maintain the strictest confidence regarding all information provided by the Client.

Section 12: E-Commerce

(This section deals with conditions specific to E-Commerce transactions.)

12.1 The Client agrees that all e-commerce on the site must comply with English law.

12.2 The Client agrees that the Client is solely responsible for complying with English laws, taxes and tariffs, and will hold harmless and protect the Designer and any subcontractors from any claim, suit, penalty, tax or tariff arising from the use of e-commerce on the site.

12.3 The Client agrees that the obtaining of any e-commerce financial service is subject to third party terms and conditions.

12.4 The Client agrees that the obtaining of any digital goods downloading service is subject to third party terms and conditions.

12.5 The Client agrees that the Client possesses the necessary legal rights to any product or service offered on the site.

12.6 The Client agrees that the services offered by the Designer may be used for lawful purposes only.

Section 13: Content Material

(This section deals with the items provided by the Client for use in the project.)

13.1 Material or content supplied by the Client must be in a standard format suitable for each type of material. Photographic images in the ".jpg", ".PSD" or ".tiff" format, graphic images in the ".png" or ".gif" format and vector images in the ".eps" or ".ai" format. If uncertain, please contact the Designer before sending.

13.2 All text material provided by the Client for inclusion in the site must be in digital format with a ".txt" file extension (for example "Welcome.txt"), not printed material such as brochures, magazines or A4 printouts. To clarify, the Designer does not offer a typing service, the text must be prepared for transferring directly onto the website.

13.3 The text material must be delivered via standard digital media. This includes disks (such as CD, DVD or floppy) e-mail or e-mail attachment, USB devices and most flash memory formats (such as Secure Digital (SD), Smart Media (SM), Compact Flash (CF) or Memory Stick (MS)).

13.4 Unless return postage and packaging are provided by the Client, digital and non-digital media items sent to the Designer are non-returnable.

13.5 Certain material provided by the Client may be transferred to digital format via scanning by prior agreement with the Designer.

13.6 If the volume of material that requires scanning is large, commonly in excess of five items, the Designer may, with agreement, charge an additional fee for this preparation service.

13.7 The Client agrees to allow the Designer to manipulate any copyrighted material owned by the Client for the purpose of designing the website.

Section 14: Optional Extras

(This section clarifies the limit of any optional extras purchased.)

14.1 The search engine optimisation and submission options do not guarantee specific listings or placements.

14.2 The virus - Spam filtering service, whilst regularly updated, does not guarantee specific service levels.

14.3 The virus filtering service will delete any message suspected of containing a virus.

14.4 The virus filtering service does not inform either recipient or sender of a deletion.

14.5 The e-mail service, whilst maintained to industry standards, does not guarantee specific service levels.

14.6 The auto-responder service, whilst maintained to industry standards, does not guarantee specific service levels.

14.7 Some optional extras may not be permissible on sites not hosted with the Designer.

Section 15: Warranty

(This section explains the duration of the project.)

15.1 Any reported errors in the website will be corrected without cost to the Client for a period of thirty days following the website project completion.

15.2 After the thirty-day warranty period is completed, in the absence of a hosting agreement, the agreement is ended.

15.3 In the absence of a hosting agreement the Designer will provide the Client with a complete and working set of site files that will enable the Client to arrange alternative hosting for the website.

Section 16: General

(This section clarifies often misunderstood conditions.)

16.1 E-Mail is an acceptable form of written communication.

16.2 Quotes provided in the Site Proposal are valid for thirty days from the accompanying stated date.

16.3 Any time schedules provided for a design project begin when the Client provides all the necessary material or content.

16.4 Any time schedules provided, including those in the Site Proposal, are estimates only. They are provided as a guide to be used to aid the design project.

16.5 Headings and descriptions are included in this document for ease of reference only and shall not affect the validity or interpretation of this document.

16.6 Should any provision of the agreement be held invalid for any reason, such provision shall be excluded and the remainder of the provisions shall continue as if the agreement had been executed without the invalid provision.

16.7 The failure by either party to enforce the terms and conditions of the agreement is not a waiver of them or of the right at any time subsequently to enforce the terms and conditions of the agreement.

16.8 These terms and conditions do not affect the statutory rights of the Client.

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