Standard Terms and Conditions of Business
Definitions of “You”, “Us” and other terms used
The terms “Terms & conditions”, “Terms and conditions”, “Ts&Cs” or “T&Cs” means the terms and conditions defined in this document.
The terms “We”, “Us”, “The Company”, “Ourselves” or “Our”, means Bentley Web Design.
The terms “Client”, “You”, “Your” and “Yours” means you, the person, firm or company purchasing “the Goods”.
Where a client is a separate legal entity, for example a limited company or a charity, the terms “Client”, “You”, “Your” and “Yours” refer to that legal entity and to you as its authorised representative.
“The Goods” means the services, software, hardware, images and other products which shall be the subject of a contract between you and us.
“Order” means the written or verbal offer made by you to purchase one or more specific goods from us. Each order shall be construed as an offer by you to purchase the specified goods and your acceptance of our terms & conditions.
“Project” means the work and goods required to fulfil the order.
“The Price” means the price included in your order confirmation or invoice. We reserve the right to vary the price where we become aware of information that would affect the price quoted. Prices included in our price lists, e-mails, telephone calls or imparted verbally and/or from our web site are indicative only and are subject to change.
“Proposal”, “quotation” and “quote” means a quotation from us in relation to specific goods as at a particular date. All quotes are prepared on the basis of the information available at the time. We reserve the right to vary the price where we become aware of information that would affect the price quoted. In all cases, a quotation from us is an invitation to treat – it is not an offer.
“Working Day” means a day that is not a Saturday or Sunday or any day that is a Bank Holiday in England.
The above terms have their meanings and apply equally whether written in UPPER CASE, Title Case or lower case.
General
By placing an order with us, you confirm you are in agreement with and have accepted our terms & conditions in full. Certain services, such as web hosting or software solutions may carry additional terms specific to them. Where additional specific terms apply, you will be made aware of them separately and those additional terms shall also be in effect and will be incorporated into the agreement when you place an order.
It is not necessary for any client to have signed an acceptance of these terms & conditions for them to apply. You should retain copies of any information issued in relation to the provision of our services.
If you have standard terms & conditions then they are not applicable to any contract with us.
No variation to our terms & conditions shall be binding upon us unless expressly included in our written acceptance of the order.
We reserve the right to change any and all of our terms & conditions at any time.
Terms of Engagement
We will carry out work only for clients who are 18 years of age or above.
We will carry out work, and or supply goods and services, only where an order has been accepted by us. A deposit will be required before any work is carried out. All deposits are non-refundable.
Where we create a proposal for you, you may create an order by emailing us to confirm that you would like to place an order based on the proposal. Your email shall be taken as your order.
Orders will only be accepted under our standard terms & conditions. Where we accept an order from you, we may rely on your order for the description and quantity of the goods to be supplied.
Where we accept an order, the order together with our terms & conditions shall form the contract between you and us.
We may accept or reject any order at our sole discretion; we need not give any reason or explanation for rejecting an order.
We may accept your offer, under our standard terms & conditions, by emailing you confirmation of acceptance. We may also accept your offer, under our standard terms & conditions, by starting work on the project.
These terms and conditions, together with the order shall constitute the entire agreement between the parties with respect to the order. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, or warranty other than those expressly set out in the agreement.
Nothing in these terms and conditions shall be construed so as to give rise to any agency, joint venture, partnership or relationship of employer and employee between the parties.
The provisions of these Terms are for the benefit of the parties and are not intended to confer upon any person except the parties any rights or remedies. No person who is not a party to these terms and conditions shall have any right to enforce any of its terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
Timescales and Scope of Work
The scope of work will be as detailed in the order for the project.
Providing all the necessary information and content for the project are provided to us within the specified time, we will aim to deliver your project within the timescales we have agreed with you.
If additional costs or delay are incurred by us through any discrepancies, errors or omissions in the information and / or decisions supplied to us by you, you agree to pay such additional costs to us and agree an extension of any time specified in the agreement.
Changes to Orders
If you wish to make changes to the agreed scope as detailed in the original order, then this must be agreed and paid for as a new order before work on the changes can commence.
Information Required
You agree to provide a single individual as the primary point of contact to assist with progressing the project in a satisfactory and expedient way.
You agree to provide in good time any decisions, materials, information, content and other resources as may be necessary for us to deliver the goods and services as part of the agreed scope of work.
It shall be your responsibility to ensure that all materials presented are free from any third party claims for breach of copyright or license. You will hold us harmless and fully protect and indemnify us against any claims or actions arising out of any breach.
Delivery, Review and Acceptance
You must ensure that a responsible person is available to accept delivery of the goods on your behalf.
The risk in any goods supplied by us shall pass to you on delivery and you should insure them accordingly.
Where we are engaged to deliver a bespoke or tailored solution, we will provide you with an opportunity to review the appearance and content of the relevant project deliverables during the design phase and once the overall development is completed.
Responsibility for final proof reading of content, and or any other relevant project deliverables lies with you. Changes required as a result of an error by us will be corrected free of charge in the first 90 days.
On presentation of project deliverables to you, the deliverables will be deemed to be fully accepted and approved by you unless you notify us of any errors within three (3) working days of the date the project deliverables are made available to you for review.
When you launch, publish or otherwise make deliverables from the project available for use – or instruct us to do so – you are confirming you have fully accepted and approved all the deliverables.
Storage of Goods
You shall ensure you take appropriate steps to keep safe an exact copy of all digital goods (e.g. images, photographs, logos, software) delivered to you for the duration of the Usage Licence. We will not be responsible for archiving any goods unless by prior written agreement with you.
Save for the purposes set out in the Usage Licence, the goods may not be stored in any electronic medium or transmitted to any third party, including for the avoidance of doubt any associated or branch office of yours, without our prior written permission.
Confidentiality
You will keep confidential all passwords received from us for the purpose of the services and notify us immediately upon becoming aware that a password has become known to an unauthorised third party.
We will keep confidential and will not disclose to any third parties or make use of material or information communicated to us in confidence, except as may be reasonably necessary to enable us to carry out our obligations under the contract.
It shall be solely your responsibility to arrange for any third party involved in the project to enter into any necessary confidentiality agreements.
We shall not be liable for any breach of confidentiality by any third party.
Updates and Maintenance
Updates and maintenance will be charged at our standard rate per hour (or part thereof). If you wish us to introduce new content or functionality to your site, this must be paid for as a new job.
Renewals
Fees for web hosting, domain names, third-party software ( e.g. “plugins” ), or data storage (including “backups” of data) must be paid before the expiration date of the current service. It is your responsibility to keep a record of the due-dates for payment and to ensure that cleared payment is received in good time.
If the fees remain unpaid at the time of expiration, we will cancel the service and any data held.
If you want a cancelled service to be reinstated, a setup fee will be payable before its reinstatement. We may not be able to restore any data which was lost as a result of the cancellation. You agree we are not and cannot be held responsible for any such loss.
Payment
We appreciate when you pay promptly. Invoices are due in full within ten (10) working days.
Any expenses or costs, incurred by us on your behalf are payable in advance and are non-refundable in all cases. This includes but is not limited to website hosting fees, SSL certificate fees and fees for licences for third party software necessary for your project.
Payment can be made by bank transfer, details of which will appear on invoices issued to you.
Copyright and Ownership
You retain the rights to data, files and graphic logos provided by you, and you grant us the rights to publish and use such material.
The entire copyright, intellectual property and all other rights for all designs, artwork, images, software and other products created by or for us shall vest in and be retained by us at all times.
On receipt of payment in full, we will grant to you a Usage Licence which will cover the agreed use of the website, artwork, images, software or other digital goods we have created for your project. No use of the licenced goods may be made before payment in full without our express agreement in writing.
Title to physical goods shall not pass from us to you until we have received full payment for them.
We reserve the right to take action if copyright is infringed under the Copyright, Designs and Patents Act 1988.
We reserve the right to use any work we produce for the purpose of self-promotion.
Copyright and ownership of software and third party graphics or programs are not transferred to you and remain under copyright of their respective owners.
Indemnity
Where you provide resources, or access to resources, you must obtain all necessary permissions, rights and clearances. This includes the necessary permissions and rights to access or use any information, files or resources that are copyrighted by a third party. You are responsible for granting us the permissions, rights and clearances for use of the same.
You agree to keep us, our officers and employees fully indemnified on a continuing basis against all liabilities, claims, costs, damages and expenses claimed or incurred (including legal costs and licence fees) and hold us, our officers and employees harmless from any and all claims or allegations resulting from your, your agents’ or employees’ failure to obtain third party permissions and clearances for us.
An order from you shall be a guarantee by you to us that all such permissions, rights and clearances have been obtained. Evidence of permissions, rights and clearances may be requested.
Compatability: Operating System and Web Browsers etc.
We take great care to ensure websites and projects we develop are designed to be viewed by the majority of visitors.
Websites and projects we develop are designed to work with popular current browsers ( such as Firefox, Chrome and Safari). You recognise and agree that we cannot guarantee the solutions we develop will function as intended with every browser software and or operating system combination.
We are unable to guarantee that solutions we design will function as intended in software environments other than those we have specifically designed for and tested.
We cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been developed and handed over to you.
We reserve the right to quote for any work involved in modifying the design or code for the website to work with updated browser software and or combinations other than those we have specifically designed for and tested with.
Circumstances Outside our Control
If we are delayed or impeded in the performance or delivery of the services or goods beyond our reasonable control, we shall be entitled to perform or deliver the services or goods as soon as we reasonably are able to.
In the case where it is no longer reasonably possible for us to perform or deliver the services or goods, either you or we may terminate the contract without prejudice to the accrued rights of you or us by issuing a notice of termination.
Liability
We will use reasonable skill and care in the work we undertake.
We cannot accept responsibility for any alterations or damage by a third party, including, but not limited to additions, modifications or deletions.
We exclude ourselves, our employees and or agents from all and any liability from:
- Loss or damage caused by any inaccuracy or omission;
- Loss or damage caused by delay or error, whether the result of negligence or other cause in the production and or operation of the project and or its products;
- Loss or damage to any artwork, photos or other materials and information supplied by you regardless whether the loss or damage results from negligence or otherwise.
- Any indirect, special or consequential loss (including without limitation loss of production, loss of contracts, loss of business or revenues, loss of profit or liability to third parties) suffered or incurred by you (whether caused by negligence or otherwise) which arise out of or in connection with the project, its products or otherwise.
The entire liability of us to the you in respect of any claim whatsoever or breach of the contract, whether or not arising out of negligence, shall be limited to the monies paid by you under the contract in respect of the individual specific goods purchased (i.e. the individual item or items which have been paid for in full) in which the claim or breach has arisen.
You agree to indemnify and hold us harmless from any claims resulting from your use of our goods or services that damages you, us or any other party.
Except as set out in these terms and conditions, all warranties, conditions, terms and undertakings, express or implied, whether by statute, common law, custom, trade usage, course of dealings or otherwise, (including without limitation as to quality, performance, fitness or suitability for purpose, or any other terms of merchantability or non-infringement) in respect of any goods and services to be provided by us under these terms and conditions are excluded to the fullest extent permitted by law.
Notwithstanding the above, nothing in these terms excludes or limits our liability for any matter which it would be illegal to exclude.
Our services may be used for lawful purposes only.
Default
Clients who pay late must by law pay compensation and penalty interest.
These charges can be avoided by fully paying invoices on time.
Accounts that remain unpaid ten (10) working days after the date of the invoice will be in default.
Payments which are returned or otherwise rejected by the bank will incur an administration charge of £50 and your account will immediately be deemed to be in default until full payment is made and we have received cleared funds.
Accounts in default incur a monthly service charge. The monthly service charge will be the higher of: six percent (6.0%) of the total amount due and £60. You agree to pay us reasonable expenses incurred in enforcing these terms & conditions, including legal fees and costs for collection by third-party agencies.
Termination of Contract
If your account is in default, we may terminate the contract with immediate effect without prejudice to your and our accrued rights.
If in either party’s reasonable opinion the other party becomes unable or unwilling to complete their obligations under the contract, that party may terminate the contract with immediate effect without prejudice to their and the other party’s accrued rights by notifying the other party in writing by email and or first class post. For the avoidance of doubt, this includes but is not limited to where either party becomes insolvent or their assets are subject to any form of seizure, or either party is put into receivership or is the subject of a bankruptcy order.
Where a contract is terminated, you will be invoiced for all work undertaken up to the date of the notice of termination. All outstanding payments will be due in full within a maximum of ten (10) working days of such notice being issued. Payments due on an earlier date (e.g. from an earlier invoice) will remain due by that earlier date; specifically, there will be no extension to the date the payment is due.
Governing Law
This agreement shall be governed by and construed in accordance with the Laws of England and Wales, and shall be under the Jurisdiction of the English Courts.
Waiver
Failure to enforce any of these terms is not a waiver of a party’s rights and shall not prejudice its rights to take action in respect of the same or any later breach.
Severability
Any part of a term or condition which is wholly or partially void, invalid, or unenforceable shall be severed from the remainder (which remains enforceable), and shall be replaced by a clause to achieve to the maximum extent possible the original intended purpose of the term or condition concerned.
Bentley Web Design
Terms & Conditions, Issue 3, Updated: May 2020