This contract sets out the terms and conditions between Oranda Design (hereafter the "CONSULTANT") and the CLIENT, (hereafter the "CLIENT").
All projects or services that CONSULTANT may be contracted to produce or provide for CLIENT will be subject to the following:
CONSULTANT treats all CLIENTS with respect and courtesy at all times. In return CONSULTANT asks that the CLIENT reciprocate this.
CONSULTANT will always endeavour to deal with questions and problems as punctually and effectively as possible.
CONSULTANT will always do their best to advise timescales and to respond in a timely fashion. CONSULTANT asks that CLIENT is patient and reasonable when advised of such times. Urgent issues (at the discretion of CONSULTANT) will always be prioritised.
CONSULTANT will use email as the main means of communication for all aspects of services. This ensures both CONSULTANT and CLIENT have documented evidence of agreed functionality / requirements / amendments / invoices.
CONSULTANT is not responsible for a lack of functionality that may result from the non-response to questions asked of the CLIENT.
CONSULTANT will provide a timescale estimate for every website project and will, to the best of their ability, adhere to this. CONSULTANT will advise CLIENT if this timescale becomes unviable and will provide an updated estimate.
CONSULTANT will, during differing stages of a project, assign questions / tasks to CLIENT to aid with the progression and completion of project; CONSULTANT will, to the best of their ability, detail as many of these during the setting up process of the project - other questions / tasks may become apparent during the undertaking of the project. Failure by CLIENT to answer and undertake these questions / tasks could lead to the project not being completed within the quoted timescale and may also lead to the project being stalled. The CLIENT is urged to contact CONSULTANT immediately if there are issues that will will affect the progression of the project. Projects that are held up due to CLIENT issues will be placed into 'hibernation status'. Restarting of the project will be subject to time availability of CONSULTANT regardless of deposit payments already paid; CONSULTANT will try to provide an accurate timescale for the restarting of the project but this will be subject to other workloads currently being undertaken. A re-set up fee will also be applied to the project.
WEBSITE USAGE / HOSTING / FUNCTIONALITY / EMAIL / DOMAIN:
Website and email hosting is provided by a third-party hosting company.
CONSULTANT will not be held liable for any losses, be it financial or time, incurred through website and/or email outages, website / email errors, functionality errors / outages.
Upon website becoming live, it will be the responsibility of the CLIENT to ensure their website / email is operational and functioning to the intended specification. CONSULTANT will NOT monitor website / email.
If at anytime the website / email does not function or operate as intended, CONSULTANT urges CLIENT to contact CONSULTANT to notify of a problem as soon as possible.
If an issue is found CONSULTANT requires that CLIENT provides as much detail relating to the problem as possible including:
Providing as many details is beneficial to finding and fixing the issue. Failure to provide detailed information may affect the speed at which the problem can be fixed. Providing as much concise information helps the timescales to which a problem can be looked at and resolved.
Upon contacting CONSULTANT, it is the CLIENT'S responsibility to ensure they are available to answer subsequent email communication from CONSULTANT. Delays in replying may affect the speed at which CONSULTANT can locate and fix the issue.
CONSULTANT does not provide software support for third-party software.
CONSULTANT does not provide a content checking service and are not responsible for spelling mistakes, content accuracy etc.
Website hosting is provided by a third-party provider and thus CONSULTANT incurs hosting fees which must be paid for by CLIENT. CONSULTANT will not renew hosting services unless the CLIENT has asked and paid for service to continue. CONSULTANT will not be held liable for any site outage if the client has not contacted to authorise and pay to renew website hosting. At least 1 week notice is provided by CONSULTANT via email communication before hosting is due. CONSULTANT will not be held liable for any website outages and/or loss of data from hosting not being renewed due to 1) lack of communication to authorise renewal; 2) Failure of payment for hosting. Additional fees may be charged to bring website back online if the hosting has lapsed.
CONSULTANT cannot take any responsibility for the accuracy or the service provided by websites that CONSULTANT has created. Any problems should be taken up with the relevant company.
CONSULTANT cannot advise on legal regulations pertaining to website business, usage and trading. It is the CLIENT's responsibility to ensure they keep aware of regulations relating to owning a website, providing services and goods via a website and in turn contact CONSULTANT to make necessary amendments to CLIENT website.
CONSULTANT advises CLIENT to update business insurance to factor website into policy in the event of downtime and data loss and other internet-related issues that may cause a loss of earnings due to online problems.
Security information: It is the CLIENT's responsibility to ensure that all login details provided by CONSULTANT are kept safe and secure. It is the CLIENT's responsibility to ensure any computer used has the necessary security software installed. CONSULTANT will not be held liable or responsible for any breaches in security that may compromise login details.
CONSULTANT must be notified immediately if, at any time, CLIENT suspects login details have been compromised. CONSULTANT cannot be held liable for any losses such as data and/or services that may occur from compromised login details / email passwords and computer system security such as viruses and malware.
CLIENT must also ensure that computers used for website purposes are fully secured with the latest virus and malware software; email attachments must not be opened unless from a 100% trusted source. CONSULTANT takes no responsibility from issues that may arise from computer equipment problems and do not provide technical support. CONSULTANT advises that regular full backups are performed on CLIENT's computer.
The Curtasoft system remains the property of CONSULTANT and is not transferable and cannot be resold in any form. The CLIENT holds a license for this system over the life of their website, as long as the annual subscription fee is paid, but do not have any claim of ownership to this system. If the CLIENT wishes to terminate the relationship with CONSULTANT, the Curtasoft license will cease and the Curtasoft system will be removed from the CLIENT's website. Curtasoft websites must be hosted with the chosen third party website hosting company chosen by CONSULTANT to ensure full software compatibility.
Non transferable Curtasoft elements/coding:
The CLIENT cannot claim ownership for any of the following non transferable Curtasoft system features/services (these features are described as): MS SQL product database; products catalogue coding (includes products listings and departments); shopping basket coding; checkout coding; Curtasoft integration with payment provider; made to measure curtain/roman blinds calculation coding; Curtasoft admin editor system. Full details can be provided detailing the exact services / functions that are covered. These items cannot be transferred or resold by the CLIENT and are owned by CONSULTANT.
Curtasoft is only intended to be accessible by the CLIENT. Failure to comply with this could result in Curtasoft admin product system being taken offline. Login access to the Curtasoft admin system must not be shared with any 3rd party individuals or businesses for any reason.
CONSULTANT takes no responsibility for the mis-use of the Curtasoft system and any loss of data that may occur from this.
No aspect of the Curtasoft system may be viewed or copied including sharing screenshots or print outs of the product administration area with 3rd party businesses / persons. Copying of the Curtasoft system in any form is strictly prohibited.
FTP details will not be provided to CLIENT and access to the website via FTP will not be provided in any form. Coding cannot be protected and full FTP access would provide access to this coding. Curtasoft and its associated coding is the property of CONSULTANT. CLIENT holds no ownership to the coding and features of Curtasoft as set out above in section (Non transferable Curtasoft elements/coding).
Curtasoft Software Subscription
The annual Curtasoft software subscription fee covers housekeeping maintenance such as backups, software upgrades, page and design archiving. It also covers time CONSULTANT spends liaising or providing support to CLIENT regarding aspects of the site (not aspects that are requested via CLIENT including site alterations of any kind unless faulty).
The Curtasoft software subscription renewal can be cancelled at any time by email notice. Curtasoft software subscription and hosting fees already paid will not be refunded regardless of the period of time that is left. No refunds will be given for website hosting regardless of time left of the annual 12 month hosting services. No refunds will be given for Curtasoft Software Subscription regardless of time left of the annual 12 month subscription.
Cancellation or non-payment of the Curtasoft software subscription fee will result in termination of website services; CLIENT website (main website and Curtasoft product / order admin system) will no longer be active and will be taken offline. A fee of £50.00 will be charged to re-activate website if the fee is paid after the invoice due date. At least 3 weeks notice is provided by CONSULTANT via email communication before Curtasoft software subscription is due. CONSULTANT will not be held liable for any website outages from Curtasoft software subscription not being renewed due to 1) lack of communication to state renewal and 2) Failure of payment for subscription. Any time left on the website hosting will not be refunded if Curtasoft software subscription expires.
If CLIENT terminates relationship with CONSULTANT product catalogue data will be provided to CLIENT in CSV text format (not made to measure or roman blind data); The product SQL database file cannot be provided. This type of CSV file can imported into various software. CONSULTANT will not provide support for using this data outside of Curtasoft and cannot guarantee compatibility with other software. Uploaded product images will also be provided. These services will be subject to charges and will be discussed at the time.
The Curtasoft admin system may change due to software improvements and re-designs. Features may be added or deactivated due to these changes but will be discussed in advance.
Some Curtasoft features may be subject to exclusivity privileges with clients.
The Curtasoft signature must be displayed on the bottom of all client website pages. Failure to do so will constitute a break in the agreement to use the Curtasoft system.
NEVER use a public computer to access the Curtasoft editor system. Read more about computer security.
Payment processing is undertaken via CLIENT's chosen payment provider (dependent upon compatibility with Curtasoft at the time of website build) - this constitutes the website checkout system.
Compatibility of chosen payment provider cannot be guaranteed into the future. Payment processing client may be altered by third party payment provider at any time that could affect the compatibility with the Curtasoft system.
Fraud / declined / unusual / suspicious payment issues should be taken up with the payment provider. CONSULTANT is not responsible or liable for unusual activity regarding payment provider payments. Payment provider issues must be taken up with the payment provider to ensure unusual activity can be investigated.
CLIENT should contact CONSULTANT if the on-site shopping basket is not working to the required level of functionality.
SEARCH ENGINE OPTIMISATION:
All websites are built with good practice SEO methods and are submitted to Google using inbuilt Google webmaster tools.
A full XML sitemap of products is also created and submitted to Google (Curtasoft websites and shopping sites).
CONSULTANT cannot guarantee indexing timescales, ranking positions and traffic based upon work undertaken on website. CONSULTANT takes no responsibility for traffic, rankings and sales generated.
"No one can guarantee a #1 ranking on Google.
Beware of SEOs that claim to guarantee rankings, allege a "special relationship" with Google, or advertise a "priority submit" to Google. There is no priority submit for Google. In fact, the only way to submit a site to Google directly is through our Add URL page or by submitting a Sitemap and you can do this yourself at no cost whatsoever." - source Google ( http://support.google.com/webmasters/bin/answer.py?hl=en&answer=35291 )
Lots of business will 'guarantee' a ranking but only on obscure, long keyword phrases you would get anyway.
CONSULTANT may ask CLIENT to provide text that will assist both website viewer and search engine. CONSULTANT does not provide copy writing services but can advise good practice content writing methods. Failure by CLIENT to provide CONSULTANT with requested text may work to the detriment of potential search rankings. CLIENT is responsible for content accuracy, spelling and grammar.
The CLIENT and CONSULTANT may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:
is already known to the party to which it is disclosed;
is or becomes part of the public domain without breach of this Agreement;
is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement.
QUOTATIONS / CONSULTATIONS:
CONSULTANT offers a free no obligation quotation service via email.
All quotations are valid for 28 calendar days unless otherwise stated. Third-party quotes (hosting / domains) can change at any time without prior notification.
TERMINATION AND REFUNDS:
Either party may terminate this Agreement by giving 28 days email notice to the other of such termination. In the event that work is postponed or terminated at the request of the CLIENT, CONSULTANT shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within thirty days of the CLIENT's written notification to stop work. In the event of termination, the CLIENT shall also pay any expenses incurred by CONSULTANT and the CONSULTANT shall own all rights to the work. The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment.
The CLIENT and CONSULTANT are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the CLIENT nor CONSULTANT has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
CONSULTANT allows the client 7 calendar days to change their mind and cancel any design services but if work is undertaken during this time at the request of the client, CONSULTANT will seek to recover any costs (including design time) up until that point. The deposit paid will be returned less incurred costs; third-party fees will not re refunded if these services have already been paid by CONSULTANT. Refunds will not be provided for any deposit paid if site is cancelled by CLIENT outside of 7 calendar days. Any work that has been completed and is not covered by the paid deposit will be payable by CLIENT.
Curtasoft software subscriptions will not be refunded if CLIENT cancels website during the 12 month period relating to the current subscription.
Third-party fees such as website hosting and domain names will not be refunded regardless of the time left on these services and are not subject to refunds if CLIENT terminates Agreement.
DESCRIPTION OF WORK:
A separate Proposal will describe the Work that is required of CONSULTANT for the CLIENT.
Concept revisions, extensive alterations, or a switch in marketing objectives sometimes makes it impossible to accurately estimate in advance the total cost of a project. Planning the work, cost estimating, and billing in several phases permits CONSULTANT or CLIENT to adjust for such revisions/or halt work before completion if a project is postponed or cancelled. Any cancelled project is billed only through phases and/or portions of phases that were actually completed by CONSULTANT. For each project, CLIENT will receive a proposal/estimate outlining the project specifications and our proposed scope of services and working/billing phases. Each proposal estimate will contain a project budget, which includes estimated fees for professional services and separate itemised costs for anticipated out-of-pocket expenses. We will begin work upon CLIENT’S approval of the written estimate. Your approval (written or oral) will constitute an agreement between us. Delays in projects from the CLIENT will add additional fees onto the estimated project cost to get the project up-and-running again at a later date; these will be discussed at the time. Alterations to delayed jobs will also incur additional fees.
CLIENT shall pay CONSULTANT 50%, as a deposit for project commencement.
Standard payment terms: 14 calendar days of the date issued date on invoices. Failure to pay promptly may result in upfront payment being required for future work.
Persistent late payment of invoices will result in future invoices to be paid before work is undertaken.
Late payments will be subject to a late payment interest charge of 8% over the Bank of England Base Rate (Late Payment of Commercial Debts (Interest) Act 1998) for the outstanding balance. CONSULTANT reserve the right to take debt collection action to recover payment. Costs incurred through debt collection will be added to the outstanding bill and will be the CLIENT'S liability. CONSULTANT reserves the right to remove functionality from the project if payment is not received within the stated time. Full functionality will be resumed upon full payment. A setup fee may also be added. CONSULTANT will not be held liable for any losses incurred through CLIENT website being offline or not fully functional.
CONSULTANT agrees to deliver samples of design on dates as agreed upon in the Proposal. CONSULTANT will make every effort to meet agreed upon due dates. The CLIENT should be aware that failure to submit required information or materials may cause subsequent delays in the production. CLIENT delays could result in significant delays in delivery of finished work.
CONSULTANT agrees to deliver up to 3 draft copies of a design (logo, website, stationery). The CONSULTANT will always undertake work to the best of their ability. Due to the subjective nature of design work, the Consulant will charge accordingly, the time incurred to create these designs, even if the CLIENT does not wish to continue.
All designs / functionality are owned by the CONSULTANT until they have been fully paid for.
REVISIONS AND ALTERATIONS:
Changes in client input or direction or excessive changes will be charged at £30.00 per hour. Any work the CLIENT wishes CONSULTANT to create, which is not specified in the DESCRIPTION section of this agreement, or in the attached Proposal will be considered an additional service. Such Work shall require a separate Agreement and payment separate from and above that specified in this Agreement.
New work requested by CLIENT and performed by CONSULTANT after a proposal/estimate has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a proposal revision to you, and a revised additional fee must be agreed to by both parties before further work proceeds. Author’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates.
CLIENT agrees to reimburse CONSULTANT for any of the following expenses necessary in completion of the Work: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel, Telephone Consultation)
NATURE OF COPY – CLIENT agrees to exercise due diligence in its direction to us regarding preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademark, servicemark, copyright and patent infringement clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.
ERRORS AND OMISSIONS – It is the CLIENT's responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. CONSULTANT is not liable for errors or omissions. Your signature or that of your authorised representative is required on all mechanicals or artwork prior to release for printing or other implementation. This can also be agreed via email.
PERMISSIONS AND RELEASES:
The CLIENT agrees to indemnify and hold harmless CONSULTANT against any and all claims, costs, and expenses, including solicitor’s fees, due to materials included in the Work at the request of the CLIENT for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.
The CLIENT may publish or disclose information regarding the Work and shall acknowledge the support of CONSULTANT in all such publications. The CLIENT will not use the name of CONSULTANT, in any advertising or publicity without the prior written approval from the CONSULTANT. The CONSULTANT will not use the name of CLIENT, in any advertising or publicity without the prior written approval from the CLIENT.
RESERVATION OF RIGHTS:
All rights not expressly granted hereunder are reserved to CONSULTANT, including but not limited to all rights in sketches, comps, or other preliminary materials.
RIGHTS OF OWNERSHIP:
Copyright is in CONSULTANT's name. Upon completion of Work, the copyright will only be released to the CLIENT upon the CONSULTANT's signing of the Release of Copyright.
Once a project has been delivered by us and is fully paid for by CLIENT, CONSULTANT will assign the reproduction rights of the design for the use(s) described in the proposal.
We reserve the right to photograph and/or distribute or publish for our firms promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio, firm news letter, brochures, slide presentations and similar media.
Curtasoft is owned by CONSULTANT and is provided on license to the client. The Curtasoft programming files may not be viewed by anybody other than CONSULTANT and/or ported to another web server. If the client wishes to use another website design company, the Curtasoft license will cease and may not be ported and thus Curtasoft functionality will cease.
CONSULTANT reserve the right to amend terms without prior notification.
Updated: 10th January 2017.