Sustainable Web Agency
Terms & Conditions
The following terms and conditions (“Terms”) govern all use of the ‘Sustainable Web Agency’ website; all content, services, and products available at, or through, Sustainable Web Agency website; and all software, and other services, provided by the Sustainable Web Agency including, but not limited to, Web Development, Design, Hosting, Monitoring & Maintenance, (taken together, our “Services”).
Please read this Agreement carefully before accessing or using our Services. By Accessing or using any part of our Services; by accepting a quotation, or paying a deposit you agree to become bound by the Terms of this Agreement and agree to provide us with complete and accurate information. If you do not agree to all the Terms of this Agreement, then you may not access or use any of our Services. If these Terms are considered an offer by Sustainable Web Agency, acceptance is expressly limited to these Terms.
- General Terms and Conditions
1.1. Sustainable Web Agency will provide The Client with initial estimates or quotes for projects.
1.2. All quotes, estimates, pricing packages, briefs and other documents shared between the Sustainable Web Agency and The Client are commercially confidential and may not be disclosed to third parties without prior written agreement.
1.3 Where applicable Sustainable Web Agency will provide The Client with a detailed specification of a project and a fixed or project price quotation.
1.4 An estimate will be provided (rather than a quote) when the actual project sum cannot be reasonably or accurately ascertained at the outset. Estimates will be as accurate as possible. However, the final project sum may vary from the initial estimate.
1.5 Work carried out over and above an estimate or quote, including any change in the documented specification will be subject to extra charges. Items added to the specification that accompanies a fixed price or project price quotation AFTER The Client has accepted it may incur extra charges. Where possible The Client will be notified of these extra charges before the commencement of the extra Works or Services.
1.6. Quotations, and estimates are valid for 30 days from the date sent or stated.
1.7. Costs will be invoiced on either a per-round basis, monthly basis, or on the total completion of a project. Deposits are due before commencement of any work. Further payments will be due as specified on the Quotation or other documentation. The remainder will be due on completion of work and receipt of final invoice. Other payments will be due within 7 days of the invoice date. Further work; release of work, including publication of websites, may be delayed until payment of invoice is received.
1.8. Costs outlined by Sustainable Web Agency exclude any outside costs incurred during the course of any Works or Services; i.e. printing, hosting, licensing, 3rd party fees, etc. unless specified otherwise.
1.9. Any stated timeline will be on a best effort basis and is reliant upon The Client providing all required information/copy/images within the timeline or schedule set out at project initiation.
1.9.1. Any images supplied electronically will be incorporated into designs without charge provided that they are of suitable quality.. All supplied images requiring resizing, converting, scanning, or any other alterations to be charged at an agreed set cost per image prior to work commencing. Images sourced from external image libraries may incur additional license/royalty charges payable by The Client.
2.1. Sustainable Web Agency will specify within an Project or Service Specification how a project will be invoiced. Payments for projects will be made according to the terms of a Project or Service Specification. Large projects may be split into a number of monthly interim invoices plus a final invoice on completion. Ongoing services will be invoiced according to agreement.
2.2. The final balance will be settled in full within 15 days of completion and sign off of a project. Late payment will incur a fee as outlined within either a Project Specification, Service Specification, Quote or Service Level Agreement.
2.3. Payment can be made to the Sustainable Web Agency via BACS, Bank Transfer, Wire Transfer, Paypal or Credit Card. Payments made via Credit Card or Paypal will incur an additional 5% fee that will be added to any subsequent invoices.
2.4. In special circumstances, where Sustainable Web Agency and The Client have agreed to credit terms other than those stated herein, payments will be made as outlined within a Project Specification, Service Specification, Quote or Service Level Agreement.
2.5. Sustainable Web Agency reserves the right to refer any outstanding invoices that have not been settled within 60 days to a debt recovery agency. This course of action will incur significant court costs to The Client and will be subject to the Late Payment of Debt Act at the rate of 10% above the current Bank of England base rate.
2.6. Under the express terms of the agreement, until full payment has been received all work is the intellectual property of Sustainable Web Agency. It is subject to copyright and the client could face a number of penalties if continuing to use it without the express written permission of the Sustainable Web Agency. On payment, ownership of works will be determined as outlined in section 4.
- Hourly Rate Charges
3.1. Sustainable Web Agency will charge hourly for services that are not included in any previous quotation. The amount charged will be based on a standard hourly rate unless a different hourly rate has otherwise been agreed in writing.
3.2. Sustainable Web Agency will review and may increase its standard hourly rate on an annual basis.
3.3. There will be a minimum charge of 15 minutes.
4.1. Sustainable Web Agency shall be indemnified by The Client in respect of any claims, costs, and expenses arising out of any libelous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by The Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
4.2. The working files and source code of Projects remain the intellectual property of Sustainable Web Agency and may not be copied and used by any other party without the consent of Sustainable Web Agency. Charges for any Works or Services do not cover the release of our copyright on any working files, source files or source code, including but not restricted to, psd, ai, or other source files or raw code; if The Client requires these files for transfer to another agency, partner, in-house creative or the like, they will be subject to a separate quotation or ‘buy-out’ charge.
4.3. All custom scripts, CSS and included files used within Client websites remain the intellectual property of Sustainable Web Agency and may not be copied and used by any other party (see 4.2) without the consent of Sustainable Web Agency.
4.4. The stored procedures, functions and triggers programmed into Databases remain the intellectual property of Sustainable Web Agency and may not be copied and used by any other party (see 4.2) without the consent of Sustainable Web Agency.
4.5. All animation timelines, techniques, custom plugins, and custom effects remain the intellectual property of Sustainable Web Agency and may not be copied and used by any other party (see 4.2) without the consent of Sustainable Web Agency.
4.6. Sustainable Web Agency owns the copyright on all final prints, outputs, renders, exports, published websites, and the like until the final bill has been paid. Upon payment, copyright of the final works automatically transfers to The Client.
4.7. All Client logo images, images supplied by The Client, i.e. of their premises, workforce and their business, plus all written copy, belong to The Client and are covered under their copyright.
4.8. Sustainable Web Agency reserves the right to use any work or website we produce or design for the purpose of self-promotion.
4.9. Sustainable Web Agency shall not be required to use, print, upload or hold any matter which in its opinion is or may be of an illegal or libelous nature or an infringement of the proprietary or other rights of a third party.
- Limitation of Liability
5.1. Nothing in the Contract shall limit or exclude Sustainable Web Agency’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by Applicable Laws.
5.2. Subject to clause 5.1, Sustainable Web Agency shall not be liable to The Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss or damage to goodwill, and any indirect or consequential loss.
5.3. Subject to clause 5.1, Sustainable Web Agency’s total liability to The Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Works or Services, shall not exceed 50% of the total cost paid under the Contract.
5.4. Sustainable Web Agency warrants that its Works and Services will be provided using reasonable care and skill. Where Sustainable Web Agency supplies any goods from a third party, Sustainable Web Agency does not give any warranty, guarantee or other terms as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods.
5.5. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
5.6. This clause shall survive the termination of a Contract.
- Force Majeure
6.1. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
- Privacy Policies
7.1. Sustainable Web Agency will use information about The Client to provide services and products to The Client, for credit control and internal market research purposes.
7.2. Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party. In the event of an NDA provided by either party, the period of time and any additional disclosure agreements noted in the NDA will supersede.
7.3. Each party may disclose the other party’s Confidential Information: to its employees, officers, representatives, subcontractors or professional advisers on a need to know basis for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.4. Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under the Contract.
- Dispute Resolution
8.1. A signed Service Level Agreement will be the contract defining the final, complete and exclusive statement of the agreement between Sustainable Web Agency and The Client. This Agreement contains all the representations and the entire agreement between the parties. When webhosting is supplied the Terms and Conditions of Sustainable Web Hosting will apply.
8.2. The provisions of this Agreement shall be governed by the laws of the United Kingdom and all dispute resolution proceedings shall take place in London, UK. All disputes and disagreements (except for matters for which injunctive relief is sought pending arbitration) may be resolved by mediation, dispute resolution, or in extreme circumstances, binding arbitration before a single arbitrator in London, UK, in accordance with the rules of the courts of the United Kingdom at the sole discretion of Sustainable Web Agency.
AUP: Acceptable Use Policy
Sustainable Web Agency
Partners Paul Hoare & Sam Gardner