Terms & Conditions
Definitions:
“Client” means you or the organisation or person who purchases services from the supplier.
“Supplier” means BSH Web Services
“Agreement” means these Terms and Conditions together with the terms and conditions of any applicable Service Specification or legal document (proposals, agreements, contracts) including this one;
“Intellectual Property” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
“Service Specification” means a statement of work, quotation, proposals/agreement, contracts or other legal documents describing the services to be provided by the Supplier, including these terms and conditions stated on https://bshwebservices.co.uk in accordance with the terms and conditions stated on any Service Specification;
COMPENSATION
Client agrees to pay supplier the fees listed in the contract, including all taxes. Client will pay supplier expenses, including but not limited to: (a) Incidental and out-of-pocket expenses at cost plus supplier standard markup of fifteen percent (15%); (b) Mileage reimbursement, other than normal commuting, at fifty-five (0.55) pence per mile; (c)Travel expenses, other than normal commuting, but including airfare and rental vehicles, with client approval. Pricing in the latest proposal(s) / agreement(s) and/or contracts includes only service fees. Any other costs, such as, art licensing, stock images, graphics, assets or photography, will be invoiced/billed to Client. Hosting may be billed to client if a upon request of the supplier.
PAYMENT
Payment required is a 50% deposit to be paid prior to commencement of work on account of fees likely to be incurred. All invoices are payable within fourteen (14) days of receipt. Invoices shall list any expenses and additional costs as separate items. Remaining balance of fees likely to be incurred are to be paid on completion of work but prior to website launch or going ‘live’.
Website Maintenance & Care Plan fees with be paid automatically recurring, per month, on the 1st day of every month. Unless explicitly requested by the client or supplier. Website Maintenance & Care Plan fees can also be paid per annum if explicitly requested by the client or supplier.
LATE PAYMENT
A monthly service interest fee of 1.5 (%) percent, or the maximum allowed by law, is payable on all overdue balances. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.
CHANGES TO PROJECT SCOPE
If Client wants to change the Scope of Work after acceptance of this contract and service specifications, Client shall notify the supplier a written change order describing the requested changes. After a Change Order is requested, supplier will respond with a statement that may propose the following; suppliers availability, additional fees, changes to delivery dates, and with an updated proposal/agreement and/or contract. Supplier will evaluate each change Order at its standard rate and charges. Client may be billed on a time and materials basis at suppliers hourly rate of thirty (£30) pounds per hour. Such charges shall be in addition to all other amounts payable under the previous proposals/agreements, contracts and other service specification, despite any maximum budget, contract price or final price identified. Supplier may extend or modify any delivery schedule or deadlines in the proposal/agreement and contract as may be required by such changes. Client will have ten (10) days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, supplier will not be obligated to perform any services beyond those in the previously agreed proposals/agreements, contracts and service specifications. Suppliers reserves the right to decline any request of refund or reimbursement.
DELAYS
Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client may result in a adverse delays to deadline and/or due date for all deliverables. Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a delays for any deadlines due. Each party shall use reasonable efforts to notify the other party, preferably in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government (after the date of proposals/agreements, contracts and/or other service specifications), power failure, fire, flood, acts of God, labour disputes, riots, acts of war, terrorism and epidemics.
EVALUATION AND ACCEPTANCE
Client shall, within ten (10) days after receiving each Deliverable, notify supplier – preferably in writing, of any failure to comply with the specification of the Project Proposal(s) or of any other objections, corrections or changes required. Supplier shall upon receiving Clients notification, use all reasonable efforts to correct and submit a revised Deliverable to Client. Client shall use all reasonable efforts of receiving a revised Deliverable, either approve the corrected version or make further changes. If after five (5) corrections by supplier, Client finds the Deliverables are not acceptable, Client reserves the right to terminate an agreement subject to the termination clauses of a contract. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of the proposals/agreements, contract and/or other service specifications.
ACCREDITATION AND PROMOTION
Supplier shall be entitled to place accreditation, as a hyperlink and/or image/graphic logo of suppliers company, in the form, size and location as incorporated by supplier in the Deliverables on each page of the Final Deliverables. Supplier retains the right to reproduce, publish and display the Deliverables in supplier’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
CONFIDENTIAL INFORMATION
All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform the proposals/agreements, contracts and/or other service specifications. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
RELATIONSHIP OF THE PARTIES
Supplier is an independent freelance contractor. Supplier shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by the proposals/agreements, contracts and/or other service specifications. Neither party is authorized to act as agent or bind the other party except as expressly stated in an Agreement. Supplier and the work product or Deliverables prepared by supplier shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by the terms & conditions of an agreement.
REPRESENTATIONS AND WARRANTIES
Client represents and warrants to supplier that to the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party. Supplier represents and warranty to Client that to the best of Supplier’s knowledge, the Deliverables will not violate the rights of any third parties.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN A PROPOSAL/AGREEMENT, CONTRACT AND/OR SERVICE SPECIFICATIONS, SUPPLIER MAKES NO WARRANTIES WHATSOEVER. SUPPLIER EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
INDEMNIFICATION AND LIABILITY
Client shall indemnify supplier from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in Deliverables at the request of the Client. There are limitations to the guarantees supplier can provide. Supplier does not build/develop/maintain the WordPress software or plugins or “Background Technology” that may be used on a website, nor does supplier develop/build the hosting platform it runs on. For this reason, supplier does not represent, guarantee or warrant that the functions contained in these web pages or internet website will be uninterrupted, error-free, free from loss, corruption, attack, viruses, interference, hacking, or other security intrusions, supplier disclaims any liability relating thereto.
THE SERVICES AND THE WORK PRODUCT OF SUPPLIER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF SUPPLIERS, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“SUPPLIER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF SUPPLIER. IN NO EVENT SHALL SUPPLIER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY SUPPLIER, EVEN IF SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
TERM AND TERMINATION
Agreements shall begin when both parties sign and shall continue until all Services are complete and/or delivered, or until the Agreement is Terminated. Either party may terminate an agreement at any time, on thirty (30) days prior written notice if the other party breaches any of its material responsibilities or obligations under the contract and fails to cure that breach during that thirty (30) day period. Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it. In the event of termination, Client shall pay supplier for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination. In the event of termination, any previous payments may be refunded to the client, but on the discretion of the supplier. Refunds or reimbursements will be calculated solely by the supplier and will be based but not limited too; work completed progress, hourly rates, purchased “Background Technology” (not limited to, software/themes/plugins/assets) , work required to complete migration and/or data transfer and or any other reason stated by the supplier that will affect services supplied.
THIRD PARTY OR CLIENT PAGE MODIFICATION
Client acknowledges that the client or clients staff and/or colleagues may have access to independently edit or update web pages within the WordPress platform.
Client also acknowledges that anyone other than client or its subcontractors who attempt to update the website and damages the design, server, background technology or impairs the ability for the web pages to display or function properly, may result in time to repair the web pages in order to restore the website. In this event, damages will be assessed at an hourly rate of thirty (£30) pounds per hour with a 3-hour minimum deposit. Work to repair the website from third-party modifications is outside of the support time and scope of our Website Maintenance & Care Plan.
LICENSE AND LICENSES
Supplier grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with an Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.
Provided supplier receives all payments from Client that are not disputed, supplier shall grant to Client a license to utilize supplier’s Background Technology (as may be defined in a proposal/agreement, contract and/or other service specification.)
As between Client and Supplier, supplier will retain ownership of all right, title and interest in or to any intellectual property that supplier can substantiate were either owned or developed by supplier prior to, or independently from, its engagement hereunder (the “Background Technology” and/or “software/plugins/themes/hosting/maintenance”). Background Technology shall include, without limitation, various pre‐existing development tools, routines, subroutines and/or other programs, data and materials that supplier may use or implement in the development and maintenance of the web site. To the extent that supplier incorporates any Background Technology into the the Deliverables or any third party technology, supplier may identify such Background Technology and/or software/plugins/themes/renewals. Clients deemed under the “Website Care & Maintenance Plan”, the supplier hereby grants to Client a worldwide, nonexclusive, non-transferable, royalty-free, right and license to use, copy, display and create derivative works of the Background Technology and third party technology as necessary to use and modify the Deliverables, the Deliverables and the web site developed by supplier pursuant to an Agreement. Upon sale and/or transfer of the Client’s business, or if client is deemed not to be under the “Website Care & Maintenance Plan” by the supplier, the supplier hereby reserves the right to remove/revoke/cancel the clients worldwide, nonexclusive, non-transferable, royalty-free, right and license to use, copy, display and create derivative works of the Background Technology and third party technology as necessary to use and modify the Deliverables. This action may limit/disrupt the functionality of the clients deliverables and services provided by the supplier. This includes but is not limited to the visual website elements, website functionality, payment handling and renewal payments of domains and/or hosting and/or servers. If within thirty (30) days of a client either; leaving said “Website Maintenance & Care Plan”, or terminating an agreement, or after completed development of deliverables, supplier shall help and aid the client in purchasing of the required “Background Technology” used to function/display/develop the website.
PRELIMINARY WORKS
Supplier retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to supplier within thirty (30) days of completion of the Services. All Supplier Tools and Background Technology are and shall remain the exclusive property of supplier. Supplier grants Client a nonexclusive, non-transferable, perpetual, worldwide license to use the Supplier Tools solely to the extent necessary with the Final Deliverables for the Project and terms stated in this agreement.
SUPPORT SERVICES
Support services are solely at the discretion of the supplier. During the first three (3) months following acceptance of this proposal/agreement and following contracts, supplier may provide up to two (2) hours of Support Services per month at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at Suppliers standard rate. This may vary depending on whether the client is deemed under the suppliers Website Care & Maintenance Plan.
DISPUTE RESOLUTION
Parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties. The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.
GENERAL INFO AND UNILATERAL AMENDMENT OF TERMS AND CONDITIONS
Supplier may amend these Terms and Conditions and may provide written notice of the amendments and its effective date to client at least fourteen (14) days prior to the effective date of such amendment. The amendments will become effective without client’s written consent unless client notifies supplier that it is terminating the agreement prior to the effective date of the amendments. Modifications to this deliverables of this contract must be in writing on a new proposal/agreement and/or contract and be signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. All notices under a proposal/agreement shall be given in by Email notification. Notice will be effective when received, or in the case of email, on confirmation of receipt. Rights or obligations under a proposal/agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party. This Agreement shall be governed by common law in the United Kingdom and is under exclusive jurisdiction of English and Welsh courts. If any provision of a proposal/agreement, contract and/other service specification is held invalid or unenforceable, the remainder of the proposal/agreement, contract and/other service specification shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law. Headings and/or numbering used in these terms and conditions are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this proposal/agreement, and shall not have any legal effect. Latest issue proposal/agreement, contract and/other service specification is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of a previous proposal/agreement, contract and/other service specification.