- INTERNET & GRAPHIC DESIGN DEFINITION OF TERMS
The Client – The entity which enters into a contract with Amber Web Solutions.
Browser, Internet Browser, Web Browser – The Software which websites can be viewed. Examples include Google Chrome and Microsoft Internet Edge.
Domain Name – The root address of a website, e.g. www.webaddress.co.uk. All such names must be registered with the appropriate naming authority. A fee will apply for this service.
Downtime – Time when the website is not accessible via the internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
Host – The company on whose system the website physically resides.
Link, Hyperlink – A ‘click-able’ link embedded on a web page which may take the form of a graphic or text.
Main browsers – A selection of the most widely used web browsers used by Amber Web Solutions, for the purposes of testing of the Work. These are currently defined as the software versions of Google Chrome and Microsoft Edge current on the date the contract is signed by the client.
Search Engine – A website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
Sites or Websites – A collection of webpages and associated code which forms an integrated presence.
The Work – The subject matter of the contract between the Client and Amber Web Solutions.
Print – Any printed media, whether it be lithographic or digitally produced, signage, vehicle or exhibition graphics.
2.1 Fee Payable
A non-refundable deposit of 50% of the total order is due immediately upon receipt of initial purchase order/email confirmation of order. The remaining 50% shall become due when the work is completed to the reasonable satisfaction of the Client but subject to terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof. Amber Web Solutions reserves the right not to begin Work until the set deposit has been paid in full.
2.2 Maintenance Fees
Website maintenance, if included in the work, shall be on a monthly basis, with a minimum of £15 payable in any month where updating is necessary. Fees will be assessed on an hourly basis. No fee will be required in a month when no updating is necessary.
2.3 Payment Schedule
Unless an alternative payment schedule has been referred to in the proposal, the payment schedule defined in Clause 2.1 Fee payable applies.
3.1 Third Parties
Amber Web Solutions can take no responsibility for the services provided by third parties through us or otherwise, including the hosting of the Client’s Website, although Amber Web Solutions will endeavour to ensure that websites downtime is kept to a minimum.
3.2 Maintenance and Correction of Errors
Amber Web Solutions takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) solely attributable to Amber Web Solutions will be corrected free of charge, but Amber Web Solutions reserves the right to charge a reasonable fee for the correction of errors for which Amber Web Solutions is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to Amber Web Solutions by the Client.
3.3 Extent of Work
Installation on the Internet is limited to you uploading all necessary files to the host, and testing of functionality.
3.4 Consequential Losses
Under no circumstances will Amber Web Solutions be responsible or liable for financial or other loss or damage caused by a failure or use or misuse of its software. Any website not hosted and/or managed under a Amber Web Solutions maintenance agreement is the responsibility of the Client. In this instance the Client should ensure that data on their website is readily backed up and that a contingency plan is in place to minimise possible losses as a result of hardware or software failure.
3.5 Status and Duration Offers
Proposals and offers are valid for a period of three month from the date issued. Amber Web Solutions is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the three months that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being, the offer is deemed to have expired.
3.6 Search Engine Listings
Amber Web Solutions will undertake reasonable measures to ensure that the website is listed in search engine results, but this does not constitute a guarantee that the site will appear for any given position or rank for any given search term within a Search Engine’s results, or that a currently listed Website will remain listed within the Search Engine results indefinitely. The Client accepts that it is Search Engines and not Amber Web Solutions who determine whom the Search Engines list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that it is possible that a new website may never appear within Search Engine results at all. Amber Web Solutions does not control Search Engine’s algorithms and the client accepts that changes in Search Engine ranking and listings may occur daily, weekly or even hour.
3.7 Amber Web Solutions Search Engine Optimisation Packages
Amber Web Solutions does not guarantee page 1 Google rankings on Amber Web Solutions selected keywords, within a designated time period. SEO packages, prices are based on difficulty of keyword competition achieving high page rank and coverage of the campaign, local, regional or national. If page 1 ranks are achieved, Amber Web Solutions cannot guarantee indefinite page 1 position.
- COMPLETION OF WORK AND PAYMENT
4.1 Completion of Work
Amber Web Solutions warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the client. Amber Web Solutions will not charge more than the amount previously agreed unless the Client has varied the specification of the Work since the agreement. Amber Web Solutions will not undertake changes to the specification of the Work which would increase the cost, without the prior written authorisation from the Client. Where the Client has varied the specification of the Work since the agreement, but it does not authorise Amber Web Solutions to increase the cost accordingly, Amber Web Solutions reserves the right to terminate the contract and invoice the Client for any part or parts the Work already completed. Where the Work is complete according to the original specifications, Amber Web Solutions will deem the contract complete and will invoice the Client.
4.2 Supply of Materials
The client is to supply all materials and the information required for Amber Web Solutions to complete the work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed materials. Where the Clients failure to supply such materials leads to a delay in completion of the Work, Amber Web Solutions has the right to extend previously agreed deadlines for the completion of the Work. Such deadline extensions may take into account further unforeseen and/or predicted delays, and/or commitment to other projects such that the deadline extension added by Amber Web Solutions may exceed the delay caused by the Client. Where the Client’s failure to supply materials prevents progress on the Work for more than 14 days, Amber Web Solutions reserves the right to invoice the Client for any part or parts of the work already completed in accordance with clause 4.5 Payment.
4.3 Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Amber Web Solutions, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing toAmber Web Solutions as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, Work cannot subsequently be rejected, and the contract will be deemed to have been completed and the balance payment under Clause 2.3 Payment Schedule will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
4.4 Rejected Work
If the Client rejects the Work within the 7 day review period and will not approve subsequent Work performed by Amber Web Solutions to remedy any points reported by the Client as unsatisfactory, or Amber Web Solutions considers that the Client is unreasonable in his repeated rejection of the Work, the Contract will be deemed to have expired and Amber Web Solutions can take any legal measures to recover payment for the completed Work and reasonable expenses incurred in the recovering payment.
Amber Web Solutions will invoice the Client for the balancing payment in accordance with clause 2.3 Payments Schedule hereof, which, in the absence of a written agreements to the contrary, becomes due for payment upon receipt of the invoice the completed goods/services. Amber Web Solutions reserves the right to charge interest on an overdue account at a rate of 1.5% per annum over the base rate from time to time of Lloyds Bank (accruing on a daily basis and compounded monthly) and from the date of invoice until the date of actual payment whether before or after the judgement but without prejudice to Amber Web Solutions other rights or remedies under these terms and conditions or otherwise.
4.6 Remedies for Overdue Payment
If payment has not been received by the due date, Amber Web Solutions has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after due date, Amber Web Solutions has the right to replace, modify or remove a Website and revoke the Client’s license of the Work until all payment had been received. By revoking the client license of the Work or removing a website from the Internet, Amber Web Solutions does not remove the Client’s obligation to pay any outstanding monies owing.
5. INTELLECTUAL PROPERTY
5.1 Offers and Proposals
Offers and proposals made by Amber Web Solutions to potential clients should be treated as trade secrets and remains the property of Amber Web Solutions. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from Amber Web Solutions. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2 Warrant by Client as to Ownership of Intellectual Property Right
The Client will obtain all necessary permissions and authorities in respect of the use of all the copy, graphic images, registered company logos, names and trademarks or any other material it supplies to Amber Web Solutions for inclusion on prints or website(s). The conclusion of a contract between Amber Web Solutions and the Client shall be regarded as a guarantee by the Client to Amber Web Solutions that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of Amber Web Solutions and indemnifies the same from any claims or legal action however related to the content of a Client’s print or website.
5.3 Domain and Hosting
Any domain name obtained will belong to the Client. The Client agrees to indemnify Amber Web Solutions, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sort is not a trademark of a third party.
5.4 Licensing, Ownership of the Work
Once Amber Web Solutions has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be granted a license to use the Website and its content. Where full ownership of the Work is to be assigned to the client on completion, once Amber Web Solutions has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3, the Client will be notified in writing that ownership of the work had been transferred. In this case, Clause 5.7 and Clause 5.8 do not apply.
5.5 Software Development and Licensing
Any software code written and developed by Amber Web Solutions shall remain the property of Amber Web Solutions. Amber Web Solutions grant the client express irrevocable license to use any software developed on their computers or websites. By granting a licence to the Client, Amber Web Solutions permits sole use of the software. It is forbidden for the Client to distribute to third parties, reverse engineer, decompile, create derivative works, and the exploitation or unauthorised transfer of, any Amber Web Solutions intellectual property and trade secrets, to include any exposed methods or source code where provided, no licensed right of use shall exist, and any products created as a result shall be judged illegal by definition of all applicable law. Any sale or resale of the intellectual property or creative derivatives so obtained will be prosecuted to the full extent of all United Kingdom and International Law.
5.6 Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which Amber Web Solutions or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from Amber Web Solutions. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party code to which Amber Web Solutions or their suppliers owns the copyright. Amber Web Solutions acknowledges the intellectual property rights of the Client. Information passed in written form to Amber Web Solutions, and that the client has indicated that is confidential or trade secret, will not be published or made available in any other way to third parties without the prior written consent of Client.
5.7 Third Party Development
The Client agrees that the resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and Amber Web Solutions.
The client agrees that Amber Web Solutions may include the development credit(s) and/or link(s) displayed on the Client’s web page, unless this is otherwise defined in the foregoing Scope of Work. These development credit(s) and/or link(s) may not be removed or modified, by the Client or by a Third Party authorised by the Client without written Authorisation from Amber Web Solutions.
- RIGHTS AND RESPONSIBILITIES
6.1 Right to Terminate
Amber Web Solutions reserves the right to refuse or break a contract without prior notice, if it is believed that the Client is acting illegally, or any supplied material is illegal.
6.2 Events Beyond the Control of Amber Web Solutions
Amber Web Solutions will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of Amber Web Solutions.
6.3 Supply and Pricing of Services
Amber Web Solutions reserves the right to use whoever it feels appropriate at the time for third-party software and services, without affecting existing contractual and pricing agreements. Amber Web Solutions reserves the right to alter its prices as necessary and without prior notice. Such changes will not affect existing contractual and pricing agreements.
Amber Web Solutions and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998 and also to identify the Client in communications with them.
Amber Web Solutions and any third party associates agree that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about Amber Web Solutions to another party. Both parties agree to define in writing prior to disclosure which information should be considered confidential and subject to this clause.
Client agrees to use all and any of Amber Web Solutions services and facilities at their own risk and agree to defend, indemnify, save and hold Amber Web Solutions harmless for any and all demands, liabilities, costs, losses and claims including but not limited to solicitor’s fees against Amber Web Solutions or it’s associates that may arise directly or indirectly from any services provided or agreed to be provided or any product or service sold by the Client or its third parties. Client agrees this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name. Client also agrees to defend, indemnify and hold harmless Amber Web Solutions against any liabilities arising out of injury to a person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of propriety rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organisation.
- ARTWORK AND GRAPHIC DESIGN
7.1 Proof Reading
It is the clients responsibility to scrutinise artwork thoroughly when presented as a proof, this includes spelling, grammar and layout. Artwork corrections and amendments must be clearly indicated on the proof supplied, and if necessary a further proof(s) will be submitted until approval to proceed is gained. Amber Web Solutions can not be held responsible for any changes, alterations or omissions not made on proofs supplied.
7.2 Artwork Approval
All artwork must be signed off when approved either on hard copy supplied and returned to Amber Web Solutions or via email. Amber Web Solutions policy states that verbal approval of artwork it is not acceptable and said artwork will not be preceded with until written confirmation is received.
Copyright and Ownership
All ideas, designs, concepts, artwork, compositions, symbols, logos or other trade indicia prepared or developed by Amber Web Solutions shall be the absolute property of Amber Web Solutions until full payment is received. Once we have received full payment, all final published artwork becomes the ownership of the client excluding fonts and other items that may have been sourced from a third party including stock photography. Amber Web Solutions reserves the right to use these designs for promotional material and for tenders for new work. Development stages remain the property of Amber Web Solutions after completion of the project, the clients only has copyright to the final publish artwork. Amber Web Solutions will never knowingly copy another designers or companies artwork.
This agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Amber Web Solutions and the Client. The said contract is void where prohibited by law.
Survival of Contract
Where one or more terms of the said 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.
Changes of Term and Conditions
These terms and conditions may change from time to time. Where a contract exists, the Client will be informed of revisions as and when they are issued.
Termination of Contract
Amber Web Solutions 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. Amber Web Solutions shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such situation.
- LIABILITY AND WARRANTY DISCLAIMER
Amber Web Solutions provides print and websites and the contents thereof on an “as is” basis and makes no warranties with regard to the prints and websites and their contents, or fitness of services offered for a particular purpose. Amber Web Solutions cannot guarantee functionality or operations of a website or that it will be uninterrupted or error free, nor does it warrants that the contents are current, accurate or complete.
Amber Web Solutions endeavours to provide print and websites within given delivery timescales to the best of its ability. However, the Client the agrees that Amber Web Solutions is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given timescale. Amber Web Solutions at its sole discretion, may offer a full or partial refund and/or additional services in light of any failure to carry out services within a given delivery timescale in accordance with Clause 4.2 Supply of Materials.
The Client agrees Amber Web Solutions is not liable for absence of service as a result of illness or holiday time. Amber Web Solutions reserves the right to sign the work to a third party associates should there be the need to.
The Client agrees Amber Web Solutions is not liable for any failure to carry out services for reasons beyond it’s control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale, or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any acts or omission of any third party services.
Amber Web Solutions 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.
Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, Amber Web Solutions reserves the right to cancel forthwith any projects and invoice the Client for any work completed.
On handover of files from Amber Web Solutions 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, Amber Web Solutions cannot guarantee that the display or functionality of the Work will be uninterrupted or error free. Amber Web Solutions will endeavour to make sure that display and functionality of the work is error free in the main browsers before handover of the completed Work. If after handover of files errors are found in code that Amber Web Solutions has created using the Main Browsers, domain name setup and hosting setup are the same as when you work began, then Amber Web Solutions will correct these errors for the Client free of charge.
If after handover of files errors are found in code Amber Web Solutions has created, where an updated software version of one or all of the main browser exists, or the domain name setup or hosting setup has been changed, Amber Web Solutions reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name setup or hosting setup.
Amber Web Solutions shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, or other incidental consequences, or special damages arising out of the operation of or inability to operate these webpages or website, even if Amber Web Solutions have been advised of the possibility of such damages.
There are sometimes laws and taxes which affect the Internet. Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend Amber Web Solutions and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet e-commerce.
Amber Web Solutions may from time to time recommended to the Client that updates are needed to their website to comply with, including but not limited to, new legislation, software releases and web standards. Amber Web Solutions reserves the right to quotes for any updates as separate work. Client agrees Amber Web Solutions is not liable for any failure to inform or implement these updates to their site. Client agrees that it shall defend, indemnify, save and hold Amber Web Solutions harmless from any and all demands, liabilities, costs. losses and claims arising from omission to inform or implement these updates.
The acceptance of a quotation and/or written approval to proceed with works will deem the Client to be bound by these standard terms and conditions and website contract.
- ACCEPTANCE OF TERMS AND CONDITIONS
By accepting the quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand, and accepted the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.