These terms and conditions are delivered to you via:
(a) an email attachment. In which case the email will clearly state that these terms and conditions are attached, and purchasing any service from us is an acceptance of these terms and conditions and a legally binding contract.
(b) As a link on our website below a checkbox indicating that you accept these terms and conditions.
If you do not agree with any aspect of these terms and conditions, please ensure you discuss this with us prior to agreeing to proceed with your project or purchasing services from us.
We’ll always do our best to fulfil your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into agreeing to something that you might later regret. What we do want is what’s best for both parties, now and in the future.
2.1 What do both parties agree to?
You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You’ll be able to give us the assets and information we tell you we need to complete the project. You’ll review our work, provide feedback and approval in a timely manner. You agree to stick to the payment schedule set out at the end of this contract.
Us: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavour to meet every deadline that’s set and we will also maintain the confidentiality of everything you give us.
3. Website and Application Design and Development
We create look-and-feel designs and flexible layouts from industry best practice templates that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual.
You’ll have plenty of opportunities to review our work and provide feedback. We’ll share a link to a development site with you and we’ll have regular contact.
3.2 Text content
Unless agreed separately, we’re not responsible for inputting all text or images into your content management system or creating every page on your website where the page is dynamically produced content, for example blog posts or news stories.
3.3 Graphics and photographs
You should supply graphic files in an editable, digital format. You should supply photographs in a high-resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries.
3.4 Content Management System (CMS)
For very basic websites, we use our own proprietary CMS. For more advanced websites or applications we use Drupal.
3.5 Browser testing
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), and Mozilla Firefox. We won’t test in other older browsers unless agreed separately. If you need an enhanced design for an older browser, we can provide a separate estimate for that.
3.6 Mobile browser testing
Mobile browser testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our designs in mobile emulators for the most popular iOS and Android devices.
We won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless agreed separately. If you need us to test using these, we can provide a separate estimate for that.
3.7 Search engine optimisation (SEO)
We don’t guarantee improvements to your website’s search engine ranking and it is also possible that your rankings could decrease due to reasons outside of our control or remit, but the web pages that we develop are optimised for search engines.
3.8 E-commerce payment methods
If we develop an e-commerce website for you, unless otherwise agreed the credit/debit card payment processor that is used to collect payments on your website will be of our choosing, usually Stripe: https://stripe.com. Any integration with other payment processing services must be specified by you and agreed with us before a quote is provided.
3.9 Changes and revisions
The quote you receive for your project includes a maximum of three rounds of revisions. This means that we will accept no more than three separate instructions (e.g., three separate emails) containing requests to revise or change something. There is no limit to how many changes or revisions are contained in each instruction. If we believe that your requested revisions are not excessive and do not amount to a change in scope, we may in certain circumstances waive this condition, but entirely at our own discretion. However, we don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the number of days or weeks that we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new after three rounds of revisions, that won’t be a problem as we’ll provide a separate estimate for that additional work.
3.10 Website Functionality
In order to adhere to your quoted costs, it is important that any specific functionality required on your website is clearly communicated to us prior to accepting a quote, and prior to the commencement of your project. The solutions we provide will be based on our understanding of your requirements. We will work together during initial communication and we will do our best to guide you in producing a specification, but if you believe there is any possibility of the requirements being misinterpreted, or that enough detail has not been provided, it is your responsibility to ensure we receive a fully detailed specification before these terms and conditions are accepted by you. If you want to change your mind or add new functionality that was not specified when a quote and timeline has been provided, that’s not a problem and we’ll provide a separate estimate for that additional work and a revised timeline for your project.
3.11 Post-Launch Maintenance & Support
We provide an Essential Maintenance and Support plan, which includes web hosting, for an annual fee which is a percentage of your initial website/app cost. If this service has not been specified in your quote/proposal please contact us.
Our Essential Maintenance and Support plan includes:
- Fast and reliable web hosting service including daily backups stored for 14 days (see section 4 of this document for more information on our web hosting service).
- Proactive security patching of the core system and additional modules to help prevent your website getting hacked.
- Updates to your website to ensure compatibility with new versions of web browsers.
- Updates to ensure compatibility with changes to any 3rd party integrations or APIs.
- Performance checks and tuning to ensure your website continues to operate smoothly as more content and data is added.
- Fixes for any problem that may occur in the day to day running of your website, for example errors inadvertently caused by your website administrator.
- Unlimited helpdesk support to answer any question you may have about managing your website.
Web hosting is only provided as part of the Essential Maintenance and Support plan and cannot be provided as a stand-alone service.
If you decline to purchase the Essential Maintenance and Support plan, we cannot provide any of the above services unless agreed separately as part of a custom maintenance plan, nor can we host your website on our servers.
Clients who do not have an active Essential Maintenance and Support plan must use their own third-party web hosting provider and they are fully responsible for maintaining and keeping their website up to date with security patches and other updates. We strongly discourage this unless the client has an internal resource with the experience and skills to ensure that the website/application is properly maintained.
We offer no guarantee that your website/application will function properly on third-party web hosting services as we cannot control how these services are configured. If you are using a third-party web hosting service you are responsible for ensuring that the service has adequate resources and is configured properly to host your website/application. In the event that your website/application produces errors on a third-party web hosting service, and those errors did not exist on our testing environment, you must contact the third-party web hosting provider to resolve the issue as they will be solely responsible for supporting you in these circumstances.
The Essential Maintenance and Support service does not include changes to the design or functionality of your website, or updates to your content. If you require ongoing continuous changes after your website is launched, we can provide a customised fixed price maintenance and support service, or you can purchase a monthly retainer plan at a 20% discount on our normal hourly rate. Alternatively, we can perform content updates at an hourly rate of £55 with a minimum charge of one hour, however please note that our availability is not guaranteed and our clients who have active custom maintenance or retainer plans receive priority over clients who do not.
In the event that you have received one year of free Essential Maintenance and Support, you will receive your first invoice for Essential Maintenance and Support one year after your website/application was launched. If you decline to purchase the Essential Maintenance and Support plan one year after your website/application is launched, you must make arrangements to transfer your website/application to your own third-party web hosting service within 30 days and you become solely responsible for the maintenance of your website/application unless agreed separately.
All necessary credentials and access will be provided to you to allow the transfer of your website/application to a third-party provider without our involvement, however if you require our assistance to perform the transfer it will be charged at our hourly rate.
3.12 Training & Documentation
If we have developed a website for you which you can maintain yourself (Content Management System), we will provide basic written documentation on how to update, add and delete website content. No other training or support will be provided unless agreed separately.
On a continual basis browsers are being updated, new versions of CMS software are released and new web protocols and integrations are being created and implemented. This means that at some point in the future some aspect of your website may become obsolete and cause your website to stop functioning or stop displaying. For this reason, we recommend purchasing a maintenance and support plan. If you do not have an active maintenance and support plan, any work required due to your website becoming obsolete will require a separate quote.
3.14 Displaying our work
We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.
We also reserve the right to display a link back to our website in the footer of your website, unless agreed otherwise.
3.15 Intellectual property rights
Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve got permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:
You’ll own the website we design for you plus the visual elements that we create for it. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.
We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
4. Web Hosting Services
Our web hosting services are provided in partnership with Hetzner Online GmbH. Hetzner is responsible for the datacentre, hardware, network connections, security and core server software stack.
The performance and availability of our web hosting services is monitored 24/7 by Hetzner technicians with pro-active fixes implemented in the event of any hardware failure.
4.1 Web Hosting Support
General support for our web hosting service is provided by Problue Solutions Ltd from 9am to 5pm GMT Monday to Friday, excluding holidays. We aim to respond to all support queries within 24 hours but this is not guaranteed and is on a best effort basis.
All of our servers are monitored 24 hours per day, 7 days per week to ensure they are online and there is no failure of the hardware or network connection. Hetzner technicians are automatically alerted by text message in the event of any failure and will proactively conduct any required action to bring the server back online.
Web hosting support is limited to problems or questions regarding the web hosting service itself. We do not provide support for problems or questions regarding the functioning of your website or application itself unless you have an active support and maintenance plan with us, or if the problem is directly caused by a malfunction or misconfiguration of the web hosting service.
4.2 Backups and Data Loss
We provide an automatic daily backup of your web hosting account and emails. Backups are stored on a separate server within the Hetzner datacentre. Each backup is stored for 14 days before it is deleted. There is no guarantee provided with our backup service and you acknowledge that you bear sole responsibility for the adequate security, protection and integrity of the content stored on your web hosting account.
You are responsible for making your own regular backups (backup copies) of your data; the backups should be stored outside the server provided by us. You are obligated to perform a complete data backup prior to any changes you make on your own behalf or on the behalf of a third party. If there is nonetheless a loss of data, you are obligated to transfer the relevant data files to us again free of charge or to restore the data yourself.
4.3 Availability of Web Hosting Service
Subject to these Terms and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide our web hosting service on a twenty-four (24) hours per day, seven (7) days per week basis. You acknowledge and agree that from time to time the web hosting service may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that our data centre partner may undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of the web hosting service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.
4.4 Published Content
We are not obligated to review the content stored on your web hosting account. It is your responsibility to identify the content as your own or as third-party content. You are not allowed to publish content that may violate the rights of third parties or otherwise violate any law. You are not allowed to publish content that may violate the rights of individuals or groups of people, or that insults or denigrates these people.
You are not allowed to publish any content that infringes upon the rights of third parties or otherwise violates the law. This includes, in particular, but is not limited to, pornographic or obscene material, extremist content or content that offends common decency, gambling, and material that could seriously endanger the morals of children or young people; this also includes the publication of defamatory content, insults or disparagement of persons or groups of persons. Furthermore, the operation of applications for mining cryptocurrencies is prohibited. This includes, but is not limited to, mining, farming and plotting of cryptocurrencies. In the case of non-compliance, we are entitled to lock your access to the web hosting service and/or to your account.
We provide optional email accounts with our web hosting service for personal and lite business use. We do not recommend using the email accounts provided with our web hosting service for any critical communications and we assume no liability to you or any other party in the event that your email service stops functioning or becomes unavailable, or in the event that data is lost for any reason. We recommend purchasing an enterprise email solution like Microsoft 365 or Hosted Exchange and we will set up and configure any external email service free of charge if you have an active web hosting service with us.
5. General Conditions
5.1 Termination of contract
If, at any stage, you change your mind about what you want to be delivered and are not happy with the direction our work is taking, or you are not happy with the service we are providing to you, you’ll pay us in full for the time we’ve spent working with you until that point and terminate this contract.
Problue Solutions Ltd. reserve the right to terminate the contract at any time and for any reason. If we terminate the contract and you are not provided with any deliverables, then we will issue you a full refund of any payment made to us. If we terminate the contract and you wish to keep any deliverables that we have produced up until that point, then we will provide a quote for those deliverables.
5.2 Project Communication
We understand that your project may have multiple stakeholders, however you must provide a single point of contact nominated as your project manager who we can communicate with on all aspects of your project. All feedback, queries, issues or concerns regarding your project must be communicated via your project manager.
Likewise, Problue Solutions Ltd. will provide a nominated project manager who will also be a single point of contact.
At the beginning of a project, we will have a discovery call to discuss your requirements. After the initial discovery call, all communication will be via email. If there is a requirement for further calls during the project, we will arrange these with you, however we will not be available to take unscheduled phone calls.
Problue Solutions Ltd. may subcontract any of its obligations under the Agreement to any third party.
5.4 Data protection
The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to Problue Solutions Ltd., and that the processing of that Personal Data by the Problue Solutions Ltd for the purposes of and in accordance with the terms of the Agreement will not breach any applicable laws (including the Data Protection Act 1998).
Problue Solutions Ltd warrants that:
(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by Problue Solutions Ltd on behalf of the Customer; and
(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by the Company on behalf of the Customer.
5.5 Legal stuff
We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.
This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.
That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.
Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Unless agreed otherwise, all website or application design and development services require an advance payment of a minimum of forty (40) percent of the project quotation total before the work is supplied to you for review. A second charge of sixty (60) percent is required upon completion of the work, prior to upload to the server or release of materials.
Payment for services is due by credit/debit card, Paypal or bank transfer. Bank details will be made available on invoices.
Invoices are sent via email as a PDF attachment. All invoices will be sent from the following email address: firstname.lastname@example.org.
We use SendGrid to confirm that our emails have been delivered to you.
However, you should ensure that you whitelist this email address or add it to your contacts list to ensure that invoice emails do not go into your spam/junk folder. All invoice emails that are sent from our billing system without error are considered delivered to you. It is your responsibility to ensure that these emails are not missed because they have been routed to your spam/junk folder or because you have blocked our emails.
The due date on all invoices will be thirty days from the date of issue (the date you receive the invoice via email). Overdue invoices will result in a total of three overdue notifications sent to the email address on your account. If payment is still not received after the third overdue notification there will be no further attempt to contact you and your account and all associated services will be automatically suspended until payment for any outstanding invoices is received.
Our published prices for any product or service are subject to change at any time. We reserve the right to increase the price of any recurring service and automatically charge your credit/debit card, Paypal subscription or bank account with the new price. We will notify you by email of any price increase in advance of any charge.
7. Retainer Plans
We offer retainer plans which allow our customers to purchase and reserve a specified number of hours of our time each month.
We do not carry out any automatic or proactive tasks under any retainer plan. We only carry out tasks that are specifically requested by the Customer.
Any unused hours in a given month do not roll-over to the following month.
If tasks requested by the Customer require more time to complete than is agreed in their Retainer plan, we will inform the customer of such and offer the option to postpone any further work until the following month, or alternatively continue the work on an hourly paid basis. However, we offer no guarantee that we have availability to carry out any additional work over and above the agreed number of hours in the Retainer plan.
But where’s all the horrible small print?
Neither of us can transfer this contract to anyone else without the other’s permission.
Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of the Northern Ireland courts.