Terms and Conditions First UK Design:
Orders are accepted by First UK Design on condition that the wording complies with current legislation and confirms to the provisions of the British code of Advertising Practice.
Definitions: In this agreement the terms have the following meanings:
(a) The Client means any person, company, partnership, organisation or body at whose application, First UK Design agrees to provide the products and/or services under the terms of the agreement.
(b) The Agreement means the contract between First UK Design and the Client to which these conditions will apply
(c) The Order Form means the digital or printed document completed by the client in order to enter the Agreement.(d) Order is the request by the Client for products and/or services in the order form/agreement
(d) Payment of a deposit is confirmation of your acceptance of these Terms and Conditions
(e) Agreed Time Scale means the estimated time for completion which is reliant on timely feedback from the client and timely updates from First UK Design
(f) All projects must be completed within three months unless agreed by both parties, in writing, at commencement
(g) Completion of site means 5 days from the site being uploaded to a temporary site on the server of First UK Design, for approval by the client, without notification from the client that the site is unsatisfactory.
(h) "Deliverables" are the outputs of services to be supplied under the agreement and shall include but are not limited to, all software and written material, including programs, tapes, and listings and other programming documentation.
Scope: This agreement shall apply to all goods and/or services ordered by the client from First UK Design
1. Payment: An upfront payment of 50% of the total fee is due with order, unless otherwise agreed, in which case payment is due upon completion of the website. Whilst any payment due under the agreement remains outstanding, First UK Design shall be entitled at its sole and absolute discretion to withhold provision of any goods or services it would otherwise be obliged to provide under the agreement. All payments by cheque, bankers draft or money order must be made in pounds sterling. All credit card and debit card transactions will be processed in pounds sterling.
2. All projects should be completed within three months, unless agreed by both parties at the time of commencement. If a project is still not completed, three months after the date of the first payment, the full balance must be paid forthwith before any work will be re-started.
i) refusal to pay the balance will mean that the project will be closed and invoiced to date
ii) there will be no refund
3. Revised project completion date following payment of the final balance as per (2).
i) both the Client and First UK Design will agree a revised completion date.
ii) a deposit of 50% will be paid for any additional work
iii) if this new agreement is not adhered to, then First UK Design reserve the right to close the project and invoice the client for any additional work that has been ordered.
iv) there will be no refund
4. Bank Information:
Lloyds TSB
Sort Code: 30-90-42
Account No: 01673767
Account: UKShop Limited
IBAN: GB45LOYD30904201673767
SWIFTCODE: LOYDGB21005
5. Liability: First UK Design hereby excludes itself, its Employees and or Agents from: - all and any liability for loss or damage caused by any inaccuracy; omission; delay or error, whether the result of negligence or other cause in the production of the web site; All and any liability for loss or damage to clients artwork/photos, supplied for the site, immaterial whether the loss or damage results from negligence or otherwise.
6. Copyright: Any web page, design or entire site designed by First UK Design carries a copyright, and cannot be reproduced without written consent. The placing of an order by the client or other person/Agency on behalf of the client constitutes a guarantee that all necessary authority and permissions have been obtained in respect of the artwork, design and photographs, for use in the advertisement. The Advertiser/customer must indemnify First UK Design in respect of all actions; proceedings; costs demands and claims arising from any such breach.
7. Precautions: Advertisements must comply with the Business Advertisements (Disclosure) Order 1997 and the Trade Descriptions Act 1968.
8. Quotations: We can only accept orders within 30 days of a quotation at the then stated cost. After 30 days First UK Design reserves the right to re-quote. If possible we will try to confirm the original cost.
9. Declined Orders: First UK Design reserves the right to decline an order without having to give a reason.
10. Work Commences: Upon receipt of payment of the initial invoice First UK Design will commence work on the project and upload the developing site to a temporary space on the First UK Design London server.
i) The Client will produce a wish-list, of website requirements and functionality, within seven days of the project commencement. This will become part of the contract.
ii) Any changes to the website specification must be agreed by both parties. First UK Design reserves the right to recover programming costs for work, requested by the Client, that is no longer wanted.
iii) Any additional work will not be started until the original project has been paid for or is agreed by both parties.
iv) Additional work will be chargeable. First UK Design will provide a quotation.
v) First UK Design will provide a Project Administration area. The client can view, modify and approve the on-going work and provide email feedback. All feedbacks need to be in writing as part of the audit trail.
11. Support
The Services include support only insofar as specified in the relevant Product Specifications. We will use reasonable endeavours to meet any specified response times and to rectify specified faults or problems but do not guarantee that response times or rectification will be achieved.
We shall not in any event be obliged to supply support:
a) in respect of faults or problems directly or indirectly or indirectly arising from:
i. incorrect use of the Services;
ii. products or services not supplied by us; or
iii. any cause external to the Services;
iv. any changes made to a First UK Design website by another person or organisation;
b) where you are using anything other than the most recent version of, any relevant software
c) where you or any third party not authorized by us has modified the relevant website or software or attempted to resolve the problem; or
d) if any fees due to us are unpaid.
Any support which we agree to supply in addition to that covered by this agreement shall be charged at our then current standard rates.
12. Support Hours: First UK Design provides telephone and email support:
Monday to Friday: 09:00AM to 06:00PM
Saturday: 09:00AM to 02:00PM
Email support outside of the above hours.
13. Programmer Contact: First UK Design will allocate the work to one or more programmers. They will be your contacts for program designs and changes. All emails should be copied to support@ukmarkets.com. Hugh Johnson is available as per the above support hours.
14. Client Contact: The client agrees to delegate a single individual as 'first-point-of-call' to assist First UK Design with progressing the commission in a satisfactory and expedient manner. It is essential that this person is available and able to respond to program updates.
15. Program Changes and Modifications: Program changes will only be accepted in writing, preferably by email to:support@ukmarkets.com. Changes can be discussed on the phone but must be followed up by an email. This helps to prevent misunderstandings and unnecessary programming costs.
16. Content, Images and Data: During the project, First UK Design will require the Client to provide copy and images. If content is not provided within two (2) weeks of an official request by email then First UK Design reserves the right to advise the Client that the project will be stopped and a revised completion date confirmed following re-allocation of programming resources.
17. Agreed Time Scale: We provide very competitive website design services. We are able to do this by optimising our resources, Programmer Resource Planning, to complete a website design project within an agreed timescale. We are not cost and time efficient if projects are delayed. Client feedback is normally required within two working days.
18. Delayed Completion: If First UK Design is not able to complete the project within the Agreed Time Scale, due to the Client not responding to emailed design reviews and updates, then First UK Design reserves the right to advise the Client that the project will be stopped and a revised completion date confirmed following re-allocation of programming resources.
19. Delivery: on completion of work, the deliverables will be uploaded to the client area of First UK Design Sever for approval under the terms of the guarantee. Upon written approval by the client, the deliverables will be uploaded to the client’s server. Where the clients site is being hosted by a third party, First UK Design reserve the right to delay uploading of deliverables until the full payment has been received.
20. Turnaround Time and Content Control: First UK Design will install and publicly post or supply the Client's Web site by the date specified in the project proposal, or if no such date is specified, within four weeks of the date initial payment is received from the Client, unless a delay is specifically requested by the Client and agreed by First UK Design.
21. Design Credit: A link to First UK Design will appear in either small type or by a small graphic at the bottom of the Client's Web site. If a graphic is used, it will be designed to fit in with the overall site design.
22. Access Requirements: If the Client's Web site is to be installed on a third-party server, First UK Design must be granted temporary read/write access to the Client's storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
23. Post-Placement Alterations: First UK Design cannot accept responsibility for any alterations caused by a third party occurring to the Client's pages once installed. Such alterations include, but are not limited to additions, modifications, deletions or Search Engine Optimisation.
24. Domain Names: First UK Design may purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of First UK Design. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
25. Refunds: a refund will only be considered where a project specification has not been changed, please see Paragraph 8(i). In certain cases, our programming costs may exceed the deposit. First UK Design reserves the right to invoice the client, at any development stage, for costs, direct or indirect, that exceed the initial payment.
All cancellations must be made within 3 days of the client viewing the completed web site otherwise no refund can be made. Cancellations made within 3 days, may be subject to a charge, if expenses have been incurred in respect of additional expenses from third parties including but not limited to: stock photography; electronic commerce software; online transaction processing solutions; domain name registration; web space; Internet connection. Where possible third party products will not be purchased until the design has been approved. All such cancellations must be in writing within 3 days of the client viewing the completed web site; otherwise refunds will not be entertained.
26. Exclusions and restrictions of our liability to you
This clause 24 Exclusions and restrictions of our liability to you (and any other clause excluding or restricting our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to us. Nothing in this agreement in any way excludes or restricts our liability for negligence causing death or personal injury or for fraudulent misrepresentation or for anything which may not legally be restricted. Nor does it affect consumers' statutory rights. Our liability in contract, tort (including negligence) or otherwise in connection with this agreement or the Services for any one event or series of related events is limited to 125% of the fee payable for the relevant Service in the 12 months before the event(s) complained of. In no event (including our own negligence) will we be liable for any:
a) economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);
b) loss of goodwill or reputation;
c) special, indirect or consequential losses; or
d) damage to or loss of Data even if we have been advised of the possibility of such losses.
In no event may you bring any claim against us more than 12 months after you knew of (or ought reasonably to have discovered) the event(s) giving rise to the potential liability.
We have no liability for any third party goods and services or towards third parties generally.
To the extent allowed by law, we exclude all conditions, terms, representations and warranties, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement including, without limit, the implied warranties of satisfactory quality and fitness for a particular purpose.
Indemnity (ie your responsibility to reimburse us or Naming Authorities if sued by third parties)
You will indemnify us and all Naming Authorities (including our and their directors, officers, employees, subcontractors, agents and affiliated companies) against all claims, damages, liabilities, costs (including reasonable legal fees) directly or indirectly related to your registration of or use of your domain names, your use of the Services or breach by you of this agreement.
27. Hosting and Support Payment
You must pay the fees (together with VAT and any applicable taxes) specified in our price list current when you order or renew any Services.
Payment may be:
by cheque made payable to UKShop Limited or by debit or credit card in advance; or
within 14 days of our invoice if we agree to invoice by post.
Payment must be made without deduction or set-off and time for payment shall be of the essence.
We may charge interest on overdue sums (both before and after judgment) at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998.
All fees are non refundable unless otherwise stated.
All fees remain payable where we suspend this agreement or any Services in accordance with this agreement.
28. Your obligations and representations
You represent that you have power and authority to enter into this agreement.
You must comply with our reasonable instructions and requests concerning the Services.
You must promptly provide us with all information which we reasonably request in connection with the Services including your up to date email and other contact details. and that you will promptly notify us of any changes. You guarantee that the information is accurate. We rely on this information for various reasons including the transmission of renewal notices and other important information concerning the Services. It is sufficient if we send such information by email to the most recent email address you have provided to us.
You must comply with our Acceptable Use Policy and bring it to the attention of your authorised users.
You are responsible for all persons who use your password or security phrase to access the Services, whether authorised or not, unless acting on our behalf.
You warrant that your use of the Services will not infringe any third party intellectual property or other rights.
There is a risk that Data generated, stored, transmitted or used via or in connection with the Services may be irretrievably damaged or lost if there is a fault or on suspension or termination. It is your responsibility to frequently back-up all such Data that you wish to save (excluding any Services that specifically include a back-up capability).
29. Security
You must:
a) keep your username, personal identification number (if any), password and security phrase secure (and we may change these at any time for good reason;)
b) keep any private key secure;
c) if requested use your password or security phrase when giving instructions (and we are authorized to comply with instructions containing your password or security phrase);
d) take reasonable steps in respect of matters in your control to minimize any risk of security breaches in connection with the Services, e.g. by promptly implementing security patches;
e) notify us of any actual or suspected security breaches in connection with the Services; and
f) comply with our security checks.
30. Data
We may access, copy, preserve, disclose, remove, suspend or delete any Data:
a) in the event of Exceptional Circumstances concerning that Data;
b) if we are required to do so by Regulation or competent authority; or
c) it is otherwise permitted under this agreement.
31. Acceptance of Conditions: The placing of an order will confirm acceptance of the aforementioned conditions. Conditions stipulated on our Order Form shall be regarded as void, if they are in conflict with our conditions.
32. Law: These conditions and all other express terms of contract shall be governed and construed in accordance with the laws of England.
33. Sever-ability: In the event any one or more of the provisions of this Agreement and/or Order Form shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement and/or Order Form shall be unimpaired and the Agreement and/or Order Form shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provisions.
The Terms and Conditions are subject to change without notice - copyright First UK Design
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