These terms and conditions may be updated from time to time without prior notice.
Please contact firstname.lastname@example.org or telephone +44 (0) 800 852 7786 to discuss any amendments or issues relating to your website.
The following terms shall apply unless specifically varied in writing by Boss Digital, upon confirmation by the client.
In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Service Specification;
1.2 “Customer” or “Client” means the organisation or person who purchases services from the Supplier;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “Service Specification” means a statement of work, quotation, estimate, or other similar document describing the services to be provided by the Supplier ;
1.5 “Supplier” means Boss Digital or www.bossdigital.net
2.1 These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the Customer.
2.2 Before the commencement of the services the Supplier shall submit to the Customer a Standard Development Platform which shall specify the services to be performed and the fees payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services. From time to time things may take longer than first thought to ensure a project meets our high standards.
3. FEES AND PAYMENT
3.1 The fees for the performance of the services are as set out in the Service Specification. The Supplier shall invoice the Customer for the services.
3.1.2 A deposit of 40% of the total initial estimate shall be invoiced and is due before commencement of our services. The remaining 60% and any additional fees incurred and agreed during the construction phase will be invoiced on completion of work, and BEFORE any website or work is put live on the domain(s).
3.2 Invoiced amounts shall be due and payable within 28 days of the invoice date, unless a longer term is otherwise agreed. Some invoices for some services such as pay-per-click may be payable in less than 28 days, and if so this will be stated on the invoice. It is the Customer’s responsibility to allow ample time for payment to be received, allowing for postal delays and any other foreseeable events. In the event of payment not being received within the agreed time, the Supplier shall be entitled to charge a late payment fee of £40 for amounts due of £499.99 or less, and £70 for late payments totalling £500 or more. In the event that the Customers procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the services are rendered.
3.3 The figures used in 3.2 are believed to be correct at the time of writing. If however these figures are incorrect under UK law at the time payment is due, figures from the current UK Late Payment Legislation shall be used.
4. CUSTOMERS OBLIGATIONS
4.1 To enable the Supplier to perform its obligations under this Agreement the customer shall:
4.1.1 co-operate with the Supplier;
4.1.2 provide the Supplier with any information reasonably required by the Supplier;
4.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services
4.1.4 comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.
4.1.5 pay the outstanding balance in full on completion of work and within the time period allowed as stated in Clause 3.2.
4.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customers failure to comply with Clause 4.1.
4.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the services agreed to in the Service Specification, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days written notice the full amount of the services contracted for as set out in the Service Order, and the Customer agrees this is a genuine pre-estimate of the Suppliers losses in such a case. For the avoidance of doubt, the Customers failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
4.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the ustomer as soon as possible and:
4.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project;
4.4.2 if applicable, the timetable for the project will be modified accordingly;
4.4.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
5. ALTERATIONS TO THE SERVICE SPECIFICATION
5.1 The parties may at any time mutually agree upon and execute new Service Order’s. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Order, which shall reflect the changed services and fees and any other terms agreed between the parties.
5.2 The Customer may at any time request alterations to the Service Order by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
5.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
5.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Service Ordershall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
6.1 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practises.
6.2 Without prejudice to Clause 6.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by the Supplier.
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any services provided by the Supplier in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party, including any claims arising from content either text, graphic, image, audio, or video.
8. LIMITATION OF LIABILITY
8.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Customer to which the claim relates.
8.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
8.3 Nothing in these Terms and Conditions shall exclude or limit the Suppliers liability for death or personal injury resulting from the Suppliers negligence or that of its employees, agents or sub-contractors.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
9.1 The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
9.2 The other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
9.3 The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
9.4 The other party ceases to carry on its business or substantially the whole of its business; or
9.5 The other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
10. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
11. INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement.
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
>Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Order or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
16. Copyright and Ownership
15.1 . Material Supplied by You
Everything which you supply to us for inclusion in your project must be free from any claim by a third party. That is, each image, item of text, audio file, video clip, or any other material must be your property, or you must have obtained the consent of the owner of the material. It is your responsibility to obtain any such consent. Boss Digital will not be held liable for any unwitting breaches of copyright.
You should be aware that it is very easy to copy images and other material from websites. Although the risk of unauthorised use of your material is small, you should be wary of using sensitive or valuable material in your website. Boss Digital can accept no responsibility for any unauthorised use by visitors to your website of material supplied by you.
15.2. Material Supplied by Third Parties
All images, software and other material that is incorporated into your project and obtained by Boss Digital from third–party sources will remain the property of their original owners. Any fees for the use of such material will be included in the quotation for your project.
17. ADDITIONAL SERVICES / TERMS
Payments are accepted in GBP (Great Britain Pounds) only unless otherwise agreed.
Clients from all over the world are welcome, any export duties, taxes or country specific regulatory obligations are the responsibility of the Client.
Any estimates or quotations provided by Boss Digital are valid for 28 days only. If you have not agreed to commence work and provided us with any necessary media in order for us to proceed, then a new estimate or quotation may be required.
An invoice for the fees will be presented to the client on completion of the services provided and will be due for payment strictly within 28 days of submission, unless a longer term is otherwise agreed. Invoices for some services such as pay-per-click are payable within a shorter period, and this will be stated clearly on the invoice.
Additional features to websites, including extra database services, specific hosting requirements, Animations or images that are not included in the quotation are subject to surcharge. In the event a feature is required which has not been included in the quotation Boss Digital will give notice prior to implementation and seek acceptance of the surcharge. The cost will be added to the final invoice unless the amount exceeds £300, in this case an interim 50% invoice shall be issued with payment due before completion, the remaining 50% will be added to the final invoice.
Boss Digital may use third party organisations for web site hosting. This is to ensure that the client receives the best possible hosting package at a reasonable cost. Bandwidth allowances are included in hosting, any excess charges relating to the amount of traffic generated by clients websites are fully payable by the client. No guarantees of service can be made by Boss Digital on behalf of a third party host. If special requirements / guarantees of service are required then please contact email@example.com and we shall do our best to match the said requirements. Any guarantees of service are made between the Hosting Company and the client, Boss Digital cannot offer or enforce any such agreement with a third party.
It is hereby agreed between Boss Digital and the Client that in the event that any monies are owed and overdue to Boss Digital, Boss Digital may at it’s discretion withdraw its services. Boss Digital may remove any material stored upon any computer or server and shall retain such material, and shall not be liable for any loss monetary or otherwise and not be under any obligation to return or provide access to, any and all documents, papers, etc. belonging to the Client until payment is made in full.
Hosting and e-mail accounts must not be used to send bulk unsolicited mail (Spam) under any conditions.
Boss Digital will not be held responsible for the failure in any of the services provided by a third party to Boss Digital for the Client, this may include but is not restricted to web site hosting, internet promotions, third party multimedia provisions.
All completed websites become the property of the client, subject to all accounts being paid, with the following restrictions on use:
1) Only one instance of a website can be made available on the World Wide Web or any Intranet’s / Extranet’s unless a licensing agreement has been reached;
2) Database Connection strings will not be divulged to the client due to security risks. (These strings would in any event need amending if the site was to be moved to an alternative host / server);
3) No portion of the coding can be copied / duplicated or redistributed in any form electronic or otherwise unless a licensing agreement has been reached; Please note that upon request web site files and database structure and content can be provided via electronic mail, or on CDR media (surcharge of £10+VAT). These files can then be used to install the website on another suitable server of another company subject to their being only one instance of the website being available on the World Wide Web or any Intranet’s / Extranet’s unless a licensing agreement has been reached. Unless otherwise agreed such files will not include any Content Management System or admin panel to amend the website which remains the property of the Supplier.
Any and all domain names registered by, or transferred to, Boss Digital on behalf of or at the request of the Customer will become or remain the property of the Customer. A domain can be transferred away from the Supplier at the request of the Customer, subject to all accounts being paid, not limited to domain-specific accounts.
In the event of a problem with your website Boss Digital will endeavor to solve the discrepancy as quickly as possible. Please email firstname.lastname@example.org and describe any problems that you may be experiencing. Boss Digital cannot accept responsibility for any loss either monetary or otherwise due to web site failure or misuse.
The customer agrees to not misuse hosting or accounts provided by Boss Digital. The customer is responsible for any misuse caused by persons they have provided (or requested we provide) hosting or account access to, and agrees to not pass on login details to third party’s without prior agreement in writing from Boss Digital. Misuse can include but is not limited to uploading and/or distributing illegal material, or material that the customer has not been granted the rights to, on hosting or accounts provided by Boss Digital.
All data and information stored in an online database remains the property of the client along with any rights associated.
All websites are built to be compatible with Internet Explorer, FireFox, Safari and Netscape. Websites are also compatible with Opera and other browsers, however advanced features may not be supported.
All websites are built for optimal viewing in 1024×768 resolution, but we always design carefully so that websites will look good on smaller and larger resolutions.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
18. NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
19. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of the United Kingdom and the parties hereby submit to the exclusive jurisdiction of the British courts.
We feel we already offer some of the best value for money you will find. However should you find a cheaper price elsewhere, we will, at our own discretion, offer to beat the price by £50. To qualify the cheaper quote must be from a reputable company within a 100 mile radius of Boss Digital, and the quote must be like-for-like in terms of size, functionality and quality. The design must be bespoke and where we will be using bespoke CMS, e-Commerce or other functionality so too must the other party.
We will require evidence of the cheaper quote and reserve the right to contact the 3rd party to confirm details of the quote where necessary.