Terms of Service
The following Terms of Service document is a legal agreement between Eclectic Wombat, hereafter the "service provider", and "the client" for the purposes of website design or development, application development, digital media generation including artwork, video production, video editing, and all related services.
These Terms of Service set forth the provisions under which the client may use the services supplied.
Quotations and Agreed Work
Quotations are valid for 30 days from the date of issue. No contract for the supply of services exists between the client and the service provider until the the service provider sends an invoice to the client for payment of the project deposit.
The invoice equals acceptance by the service provider of the client's offer to purchase services from the service provider and this acceptance of work is a valid contract between client and service provider.
Any other services on the order that have not been included in the quotation do not form part of the contract. The client agrees to check that the details of the invoice are correct and should print and keep a copy for their records. The service provider is liable to withdraw from the contract at any time prior to acceptance.
Additional work requested by the client that is not specified in the agreed quotation is subject to an additional quotation by the service provider on receipt of the specification.
If the work is needed as part of an existing project, then this may affect time scale and overall delivery time of the project.
If a functional specification is included within the quotation, the service provider is responsible for fulfilling the specification criteria as the sole criteria for completion of the contract.
The client agrees that any requests relating to hardware or software outside the standard development platform and outside of anything included in the project quotation will be deemed additional work.
The client agrees to provide any needed information and content required by the service provider in good time to enable the service provider to complete the work as part of an agreed project. However if client does not have all information and content ready at the time of completion of the functional specification of the project, the project should be considered completed to specification.
Once content has been added by the service provider as per the agreed quotation then any further alterations made after this will be considered additional work and will be chargeable as such.
While every effort will be made to ensure content entered is of the highest quality, the service provider is not responsible for proofreading the content or checking for incorrect information this is the sole responsibility of the client.
Any work is subject to a minimum charge of one hour based on our rates.
All pre-planned projects, not including unplanned jobs based on an hourly rate, require a mandatory deposit paid before work is undertaken, our deposit schedule is outlaid in our rates.
Completion to Specification
Completion to Specification refers to the technical completion of the project, and does not include entering of client content or data, while content or data imports may be included in the quoted price, we appreciate that gathering of content can take days, weeks or even months in some circumstances, therefore payment for the project is required as soon as there is no more technical or development work to be done.
Hosting and Publishing
Hosting for websites and applications and publishing costs for print or video media are not included unless specifically factored into the project quote, and as per the Completion to Spec guidelines above, project payment is required prior to websites going live or publishing of media.
Content Import and Migration
While every effort is made to factor in the time cost of content migration, if the content migration or generation of your website or project looks to be taking markedly longer than originally planned due to unforeseen factors, excess content we weren't made aware of, or changes to the original specification, then an additional fee may become payable based on the expected time to completion.
Changes to Specification
While there will always be cost for time built into every project to allow for on the spot changes to specification, if the project deviates noticeably from the original quote, project cost may need to be re-negotiated.
Permission and Copyright
Copyright of the completed designs, images, pages, code, media and source files created by the service provider for any project shall be with the client upon final payment only by prior written agreement. Without an agreement, ownership of designs and all code is with the service provider.
The client hereby agrees that all media and content made available to the service provider for use in the project are either owned by the client or used with full permission of the original authors. The client agrees to hold harmless, protect and defend the service provider from any claim or suit that may arise as a result of using the supplied media and content.
The client agrees that the service provider reserves the right to include any work done for the client in a portfolio of work, including the clients logo for reference within the service providers portfolio.
The client agrees to abide by the terms of any third party software or media included within any work done for the client. Examples of this include, but are not limited to, Google Maps, media user under the Creative Commons license, RSS feeds, Open Source GPL Software etc.
The service provider reserves the right to refuse to handle:
- Any media that is unlawful or inappropriate.
- Any media that contains a virus or hostile program.
- Any media that constitutes harassment, racism, violence, obscenity, harmful intent or spamming.
- Any media that constitutes a criminal offence, or infringes privacy or copyright.
Prices and rates are subject to change without notice.
All quoted prices quoted are exempt of VAT or for projects in Australia, exempt of GST.
For projects valued at under or close to £2000, payments will be made in the form of a deposit, followed by a final payment upon Completion to Specification, for projects valued over £2000, payments are made on a staged/milestone basis with each stage outline in the quotation and paid in advance of any work.
All invoices must be paid in full within 7 days of the invoice date, except where agreed at the service providers own discretion. For all payments made on a staged basis, no further work will commence until each staged payment has been made.
The service provider reserves the right to decline further work on a project if there are invoices outstanding with the client.
The service provider reserves the right to remove its work for the client from the internet or remove access to the work provided if payments are not received.
Liability and Warranty Disclaimer
When developing websites and/or web applications, the service provider provides their website and the contents thereof on an "as is" basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. The service provider cannot guarantee the functionality or operations of their website or that it will be uninterrupted or error-free, nor does it warrant that the contents are current, accurate or complete.
With the exception of pre-arranged agreement, the service provide is in no way responsible for the clients data. It is the client's responsibility to backup all data.
Should the service provider be replacing an existing website created by anyone else other than the service provider (either on the clients or service providers hosting) then the client is responsible to make suitable backups before the new website can be uploaded. Once the new website is live the service provider can in no way be held responsible for the previous website or content.
The service provider endeavours to provide a website, content or media delivery within given delivery timescales to the best of its ability. However, the client agrees that the service provider is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.
The client agrees that the service provider is not liable for any failure to carry out services for reasons beyond its control, including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
The service provider 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.
On handover of files from service provider 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, the service provider cannot guarantee that the display or functionality of the web design or the website will be uninterrupted or error-free.
If, after handover of files, errors are found in code the service provider has created and the standard development platform, domain name set-up and hosting set-up are the same as when work began, then the service provider can correct these errors for the client free of charge for a period of 3 months, after acceptance of the work. After the 3-month period, the service provider reserves the right to quote separately for any work involved in correcting an error.
If, after handover of files, errors are found in code the service provider has created and the standard development platform, or the domain name set-up or hosting set-up has been changed, the service provider can correct errors and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name set-up or hosting set-up.
Should the client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, the service provider reserves the right to cancel forthwith any projects and invoice the client for any work completed.
The service provider shall have no liability to the client or any third parties for any damages, including but not limited to claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or website, even if the service provider has been advised of the possibility of such damages.
There are sometimes laws and taxes that affect Internet e-commerce. The client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend the service provider and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet e-commerce.
The service provider may from time to time recommend to the client that updates are needed to their site, including but not limited to new legislation compliance, software compatibility and web standards. The service provider reserves the right to quote for any updates as separate work. The client agrees that the service provider is not liable for any failure to inform or implement these updates to their site. The client agrees that it shall defend, indemnify, save and hold the service provider harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.
The client agrees to use all service provider services and facilities at their own risk and agrees to defend, indemnify, save and hold the service provider harmless from any and all demands, liabilities, costs, losses and claims, including but not limited to legal fees against the service provider or its associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the client or its third parties.
The client agrees that this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name.
The client also agrees to indemnify, hold harmless and defend, the service provider against any liabilities arising out of injury to property or person caused by any any product or service sold by the client or any service provided or agreed to be provided or by third parties, including but not limited to infringement of proprietary rights, misinformation, infringement of copyright, delivery of defective services or products that are harmful to any company, person, business, or organisation.
The service provider and any third party associates agree that, unless directed by the client, it will not at any time during or after the term of this agreement disclose any confidential information. The client agrees that it will not convey any confidential information about the service provider to another party unless directed by the service provider.
The service provider 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. This information will also be used to identify the client in communications with them and to contact the client from time to time to offer them services or products that may be of interest to or benefit the client.
The service provider 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 of Service. The service provider shall be the sole arbiter in deciding what constitutes a breach. No refunds will be given in such a situation.
Where one or more terms of this 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 by law.
Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.
This agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.
By accepting a quotation or making a payment of invoice to use the services supplied, the client acknowledges having read, understand, and accept the Terms of Service of this Agreement and agrees to be legally binding by these Terms of Service.
The service provider reserves the right to alter these Terms of Service at any time without prior notice.
These Terms of Service do not affect your statutory rights as a consumer.
Zero-Tolerance for bad behaviour policy
The service provider operates a zero-tolerance policy towards bad behaviour.
The safety of our employees, clients, and visitors is an important concern to the organisation. Threats, threatening behaviour or acts of violence against employees, clients, visitors or others while on the clients or suppliers/developers property or third-party location, conducting business or receiving services from the supplier/developer won't be tolerated. The service provider reserves the right to immediately end any contract should any violations of this policy occur, and if appropriate all threatening behaviour will be reported to the authorities.
Any person who engages in violent or threatening behaviour in person, on the phone, on the Internet, Social Media, or who uses any electronic means to make a threat against a staff member, volunteer shall be in breach of the zero-tolerance policy and the supplier/service provider will reserve the right to terminate any contract and if appropriate all threatening behaviour will be reported to the authorities.
Should any contract be terminated due to a breach of the zero-tolerance policy by the client then any outstanding invoices owed to the supplier/service provider must be paid in full.