“Agreement” means any agreement made subject to these Conditions, which shall incorporate these Conditions. “Company” means Urban Media UK Ltd (Company Number: 06386728). “Customer” means any person or organisation with whom the Company enters into an Agreement subject to these conditions. “Service” means the services described in Company literature together with such Value-Added Services to be provided by the Company to the Customer.
Representations made by the Company’s distributor will not form part of this agreement unless confirmed in writing prior to purchase of the service. Requests made by the Customer following receipt of these terms will be deemed to be acceptance of these terms.
1.1. Unless specifically varied in the Project Cost section of our proposal or otherwise in writing by the Company, the payment terms in this section 1 shall apply.
1.2. All fees quoted are exclusive of VAT (if applicable) and to the extent that VAT is chargeable in respect of any goods, work or services supplied by the Company, VAT at the rate in force at the time of supply should be added to payments otherwise due.
1.3. For One Off fees (such as but not limited to website development):
1.3.1. 50% (non-refundable) of any ‘one off’ value is due prior to commencement.
1.3.2. 50% balance will be due following completion of the work as laid out in this document and agreed by both parties (one set of design amends and one set of content amends will be included as standard) and prior to placing the project live.
1.3.3. Where sign off is requested and no response received within 14 days, the balance becomes payable in full. One set of revisions will be allowed post this event.
1.3.4. Invoices will be due for payment strictly within 14 days of submission.
1.4. For ongoing fees (such as but not limited to Hosting and Online Marketing):
1.4.1. Payment must be made in advance of the service being provided.
1.4.2. Where payment is late, it is still applicable, but the Company are not obliged to provide services for the period that the payment was late.
1.5. All fees quoted are subject to review and adjustment by the Company at any time.
1.6. The Company has a standard hourly rate of £120 for website design, development and online marketing or £150 for Bespoke Application Development. This is subject to change at the Company’s discretion.
2.1. In the event that full payment is made later than required by the conditions set under the section ‘Payment’ or if only partial payment is made, the Company may at its absolute discretion charge for administration costs and interest on any monies owed at either the rate of 2% interest per month or at the annual rate of 7% above the base rate published from time to time by NatWest PLC, whichever is the greater rate, calculated weekly and compounded monthly.
2.2. Failure to apply such charges does not constitute a waiver of the option so to charge.
2.3. If the Customer also holds a Hosting Account with the company, the Hosting account may be terminated without notice in the event that invoices fall into arrears. This will affect email communications and any other services provided by the Company.
2.4. In the event that payment is not received within a maximum of 60 days, arrears may be passed to our Debt Collection Agency. Once this has taken place, the Company are not in a position to accept payment from the Customer. Additional fees are applied by the Debt Collection Agency. The Company have no authority to revert these fees once a debt is passed over to the Debt Collection Agency.
3.1. If a project is cancelled following the order being confirmed and prior to the deposit being paid, the Customer accepts that this deposit is still due and should be paid in accordance with 1.3.3.
3.2. If a project is cancelled at any point during the design process, the full deposit is non-refundable and therefore will be retained.
3.3. If a project is cancelled at any point during the build process, the full project balance is payable.
3.4. Hosting services require 30 days end of month notice.
3.5. Online Marketing services (defined below) require 30 days end of month notice.
3.6. 30 days end of month shall mean the end of the month following the month in which cancellation was – received. (Example cancellation on 12th September, service ends 31st October)
3.7. Notice of cancellation should be made in writing via post or email.
3.8. Notice is deemed to have been received by either ‘48 hours from 1st Class post’ or ‘a read receipt on email’.
3.9. Information and files retained by the Company will be returned to the Customer upon final payment for any outstanding invoices.
4.1. The Company reserves unto itself the right to withdraw its services at its discretion, particularly in the event of any failure on to pay or unreasonable demands being requested. Upon such withdrawal of its services, the Company shall be under no liability to compensate the Customer for any costs, losses or damages, howsoever arising, that the Customer may incur or may have incurred.
4.2. It is hereby agreed between the Company and the Customer that where the Company withdraws its services, the Company may remove any material stored upon any computer or server and shall retain, and shall not be under any obligation to return or provide access to, any and all documents, papers, etc. belonging to the Customer until payment is made in full of all the Company’s invoices.
4.3. If the Company withdraws from the agreement (for whatever reason), if the customer is not in default (defined as all invoices paid up to that point), the company would return any payment made by the customer not yet accounted for against goods or services.
5.1. Copyright in all documents, papers, computer code, designs, artwork etc. prepared or caused to be prepared by the Company is expressly reserved by the Company until full payment is received.
5.2. Upon full payment of all invoices provided to the Customer, all rights to any work carried out by the Company for the Customer is passed to the Customer. From this point, the Company assumes no rights to the material created and supplied or any intellectual property except in accordance with 5.3 below.
5.3. The Company maintains the right to re-use code that it has created whilst providing services to the Customer. The Customer does not have ‘resell’ rights unless a separate signed resell rights document has been obtained (at additional cost).
5.4. The Customer shall indemnify and save harmless the Company against any claims that may arise out of the content or nature of the material stored upon any computer or server or which may be prohibited or protected by laws of any country or state relating to copyright, confidentiality or intellectual property.
5.5. Wherever possible, royalty free or public domain images may be used in the design of the Customer’s web site with the approval of the Customer. Any conflict between an unknown author of such images and publication of said images on site will be the full responsibility of the Customer. The Company will charge for any time involved in correcting the use of images that the Customer does not have the right to use.
5.6. Additional costs will be incurred should the company be required to obtain Royalty Free Imagery. The standard cost is £50 per image supplied, regardless of whether the image is used.
6.1. Where appropriate, the Company uses the WordPress content management system. The Company is not responsible for site outages or any costs, losses or damages, due to the WordPress platform or ‘Plug-In applications’ used to create the Customer website.
6.2. It is important to update WordPress and any used ‘Plug-In applications’ when new updates are available. It is the responsibility of the Customer to check and update these programmes with the exception of 6.3
6.3. Where the Customer has paid for (and payments are up to date) the WordPress update service, it is the responsibility of the Company to ensure all updates are installed within a reasonable time from the update being released.
7.1. Where the Company uses any third-party services, site search facilities, chat room, email or tracking services, the Company is not responsible for third-party service commitments, quality or availability.
7.2. It is the responsibility of the Customer to read the terms and conditions provided by any third party service used on their behalf.
8.1. An Amendment is any item that when requested is different to what was originally requested. This is typically where content is provided and later changed or upon seeing a project part built, a new feature is required.
8.2. A Fix is any request that when requested is the same request as was originally requested. This is typically through a function not working as was originally agreed.
8.3. Where a Fix relates to a Browser Compatibility issue, see the specific terms in relation to Browser Compatibility in section 10, below.
8.4. When a new task is requested by the Customer, the Company will determine whether the request is a Fix or an Amendment. A Fix of any previously agreed and paid for item will be free from charges. Amendments are charged at the standard hourly rate. The customer agrees to pay these fees as invoiced.
9.1. The Company will ensure that any website build is compatible with the current versions of Microsoft Edge, Google Chrome, Safari and Mozilla Firefox browsers at the time of release when viewed on a desktop PC.
9.2. Further Browser configurations (version number and device) should be specified to the Company at the time of the project. Ensuring Browser Compatibility on these additional browsers is charged at the Company’s standard hourly rate.
9.3. The Company will try to make the website work in an identical manner across the browsers, but it is accepted by the Customer that this is not always possible or practical and therefore the definition of Browser Compatibility will be that the user experience is not harmed when the site is viewed on the browsers it is designed for in accordance with 9.1 and 9.2.
9.4. Browser compatibility means a near representation of the original design. As the design is converted into ‘code’, this may not be an exact match.
10.1. The Company is responsible for uploading the Customer’s website and testing all functionality where the site is hosted by the Company.
10.2. The Company is not responsible for uploading the Customer’s website to hosting servers not provided by the Company. Nor is the Company responsible for the hosting configuration of the Customers hosting provision if it is not with the Company. However:
10.2.1. The Company agrees to upload to another provider’s servers at the Company’s standard hourly rate.
10.2.2. Where functionality will not work on another provider’s hosting provision, the Company will demonstrate that same functionality working on its hosting servers to prove that the functionality works and the server is at fault.
11.1.Online Marketing services include:
11.1.1. Search Engine Optimisation (SEO), which is defined as carrying out various activities to improve a website’s position within search engine rankings.
11.1.2. Pay per Click Management, which is defined as setting up and helping to make pay per Click advertising campaigns more efficient.
11.1.3. Social Media Marketing/Management which is defined as helping the Customer to promote their products or services through the variety of social media channels.
11.2. The Company will carry out tasks known to help businesses through the chosen online marketing method.
11.3. The Company will report its activity and results to the Customer.
11.4. Whilst the Company has a track record of achieving positive results, the Company does not guarantee improvements of any kind. Previous success should not be seen as a guarantee for future success.
12.1. In line with best practice, the company uses third party hosting and domain registration services known as ‘co locating’. Whilst it is the responsibility of the Company to act in the Customers best interests when sourcing such suppliers, the Company cannot guarantee ‘uptime’ and any hosting services used on your behalf are subject to the terms and conditions of the provider. These will be provided on request.
12.2. If the Customer decides to move hosting away from the Company, the Company will provide as much assistance as required. This is subject to the following:
12.2.1. There is a standard Domain Transfer Fee for domain transfers of £24 per domain name.
12.2.2. Support provided by the Company in any way towards the move will be charged at our standard hourly rate.
12.2.3. Moves cannot take place where overdue invoices exist. During any period where unpaid invoices exist, and therefore hosting is still being provided, the hosting fee will continue to accumulate and be payable before a site can be moved.
13.1. The Company does not include ongoing maintenance in the original quotation unless itemised as a separate item. Any work carried out as part of a ‘maintenance’ contract or as ‘Ad-Hoc’ is charged at the standard hourly rate and is calculated in 30-minute units.
14.1. The Company shall keep confidential and shall not, without the Customer’s prior written consent, disclose to any person any confidential information acquired from the Customer in connection with the Service. The Company shall be entitled to disclose such information on a strictly need to know basis to employees of The Company or sub-contractors and/or other agents involved in providing the Service and to its professional advisors.
14.2. The Customer shall keep confidential and shall not without The Company’s prior written consent, disclose to any person (save to the Customer’s employees, sub-contractors or professional advisors with a need to know) any confidential information acquired from The Customer in connection with the Service, including but not limited to any of the material referred to in 5.1).
14.3. The obligations of confidentiality in sub-clauses 14.1 and 14.2 above will not apply to information:
14.3.1. which was already in the public domain at the time of disclosure or subsequently comes into the public domain otherwise than through a breach of the obligations hereunder; or
14.3.2. which was legally in the possession of the receiving party prior to the disclosure by the disclosing party; or
14.3.3. which the receiving party can demonstrate by written records was independently developed by the receiving party without reference to the disclosing party’s information; or
14.3.4. where disclosure is required by law or regulations or by a binding order of a court or regulatory body.
15.1. The Company warrants that in performing the Service it shall exercise all reasonable skill and care. This is the only warranty given by The Company in relation to the Service and shall apply to the exclusion of all other warranties conditions and other terms implied by statute or common law to the fullest extent permitted by law.
15.2. If the Service does not conform to the warranty in 15.1 then The Company may at its option (and in full discharge of its liability under the warranty) either:
15.2.1 rectify the defect or re-perform the defective Service free of charge; or
15.2.2. if in The Company’s reasonable opinion rectification or re-performance are not possible, refund to The Customer (or issue a credit note in respect of) any payment already paid by The Customer for the defective Service. Provided that You give written notice of any alleged defect to The Company within 14 days of completion of the Services.
15.3. Without prejudice to 15.2 The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance of the Service shall be limited to 150% of the amount paid or payable for the Service supplied thereunder.
15.4. The Company shall not be liable to The Customer for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage whatsoever and howsoever arising.
15.5. Nothing in these Terms and Conditions shall operate to exclude or limit The Company’s liability for i) death or personal injury arising out of the negligence of The Company’s or (ii) fraudulent misrepresentation.
15.6. The Company shall have no liability for any inaccuracies in a Report prepared in performance of the Service which are attributable to incorrect information provided by The Customer.
15.7. You agree to fully indemnify and keep indemnified the Company in respect of any claim brought against the Company by any third party arising out of the evaluation, use or application of the results of the Service or any report, save to the extent that any loss or damage claimed by the third party was caused by the Company’s negligence and was in the reasonable contemplation of the parties at the time the Service was entered into.
15.8. Any report or statement prepared by the Company is intended for the Customer’s use only and the Company shall have no liability in respect of any reliance placed on such report or statement by a third party. Any recommendations given are made in good faith based on information available at the time and are not a representation as to outcome or achievable results.
16.1. Both parties shall comply with all applicable requirements of the data protection legislation. This does not relieve, remove or replace, either party’s obligations under the data protection legislation.
16.2. The Company has a Data Protection Policy which governs how it uses the personal data of its customers and any personal data that it processes on behalf of its customers. Any requests for this Policy or any further details regarding the Company’s treatment of personal data should be directed at the Company’s data protection officer, Elton Boocock (firstname.lastname@example.org).
17. Non Poaching
The Client will not engage directly with any employee of the Company without the written agreement of the Company for a period of 12 months from the date that the employee of the Company is in the employment of the Company. This engagement includes paid or unpaid work, directly or indirectly.
Should the Client engage with an employee of the Company, without the written agreement of the Company thereby breaking this clause, the fee will be 20% of the last 12 months contract value (for the portion of work carried out by the employee) or 20% of their annual salary, whichever is the greater.
These terms of appointment are governed by and subject to English law. The parties agree to submit all disputes arising out of or in connection with this agreement to the exclusive jurisdiction of the justice system of England and Wales’ will be passed to our Debt Collection Agency. Once this has taken place, the Company are not in a position to accept payment from the Customer. Additional fees are applied by the Debt Collection Agency. The Company have no authority to revert these fees once a debt is passed over to the Debt Collection Agency.