In these conditions “the Customer” means the person, firm or company who commissions the services of Blue Shark Design Limited “the Company”. By commissioning the Company to undertake work “the project” on their behalf, the Customer agrees that these Terms and Conditions of Trading define our working relationship. All projects, services or goods that the Company may be contracted to produce or provide for the Customer will be subject to the following:
For each project, the Customer will receive an estimate outlining the project specifications and estimated fees for our time based on the Company’s current hourly rate and, where appropriate, any goods and professional services commissioned by the Company in order to complete the project. Work will begin upon the Customer’s written or oral approval of the estimate and this will constitute an agreement. The Customer agrees to pay the Company in accordance with the terms specified in each proposal/estimate. Estimates are valid for only 30 days from the date on the estimate.The project deposit is non-refundable, and if a project is cancelled by the Customer,
for whatever reason, the deposit will serve as a cancellation fee, along with a prorata payment based upon the time spent if it exceeds 50% of the quoted work.In the case of a change of mind by the Customer this deposit is non-refundable. The Company endeavours to provide graphic and web design services that meet and exceed a client’s needs and expectations, but in the event of a “change of mind” by the Client, the initial deposit is forfeited and acts as a cancellation fee. The deposit is to ensure the Company allocates time in the schedule to create work for the Customer.
All credit accounts shall be paid up on or before the 30th day after the date of the invoice. The Company reserves the right without notice to charge interest on past due balances at the rate of 2% above base rate per month and reserves the right to refuse completion or delivery of work until past due balances are paid.The Customer shall pay the Company’s costs, charges and expenses directly or indirectly incurred in obtaining or otherwise enforcing payment of outstanding accounts. For some projects the Company may charge stage payments or monthly payments.
Revisions and alterations
New work requested by the Customer and performed by the Company after a proposal/estimate has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a revised proposal/estimate to you, and a revised additional fee must be agreed to by both parties before further work proceeds. When contact reports are issued by the Company’s staff of meetings between the Customer and the Company the contents will be taken to be a correct record of the meeting to which it refers if it is not questioned by the Customer within seven working days of its receipt. Author’s alterations or changes to copy or content requested after the artwork is completed are billed at our standard hourly rates.
The Company warrants that:
- it has the right to provide its services to the Customer ;
- it will provide its services with reasonable skill and care ;
- it will take reasonable measures to ensure the security of Data;
- it will ensure the web-site is at least level A compliant at W3C standards for DDA Compliance.
Except as otherwise provided, the Company does not give any representation, warranty or undertaking as to the effectiveness, quality or fitness for purpose of its services.
Exclusion and Limitation of liability
Notwithstanding any other provision, the losses for which the Company assumes responsibility and which shall be recoverable by the Customer shall be limited to, and for the avoidance of doubt not exceed, the following:
- Monies paid by the Customer to the Company in respect of any goods or service not provided in accordance with these terms and conditions.
- The costs and expenses reasonably incurred by the Customer in procuring and implementing alternative or replacement services including consultancy costs, the additional costs of management time and other personnel costs and costs of hardware, software and other equipment and materials.
- The costs and expenses reasonably incurred by the Customer in contemplation of and pursuant to these terms and conditions to the extent that such costs and expenses are wasted if alternative or replacement services are procured.
- The costs and expenses of reconstituting or reloading lost or corrupted data.
- The costs and expenses of implementing and performing workarounds following a service failure.
- Losses incurred by the Customer arising out of or in connection with any claim, demand, fine, penalty, action, investigation or proceeding by any third party (including any sub-contractor, a regulator or customer of the Customer) against the Customer caused by the act or omission of the Company.
For the avoidance of doubt, nothing in the above term shall limit or exclude the liability of the Company for death or personal injury caused by the negligence of the Company; fraudulent misrepresentation; any infringement of any intellectual property rights of any third party; and/or breach of the confidentiality provision.
Search Engine Optimisation Limitation of liability
Search engines change their algorithms regularly, which can result in fluctuations in your search ranking positions. Blue Shark Design will not be held responsible for these fluctuations or if an algorithm change results in dramatic changes to the fortunes of your website and/or its rankings.In no event shall Blue Shark Design be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever.
Intellectual Property Rights
All intellectual property rights in any graphics or designs or databases or content produced by the Company in the course of providing the services to the Customer (Foreground IPR) shall, as between the parties, be the property of the Customer and the Company hereby assigns the Foreground IPR to the Customer with full title guarantee. The Company shall execute such documents as the Customer shall reasonably require to confirm this assignment.All other intellectual property rights in the website, excluding Foreground IPR, provided by the Company or resulting from the provision of the services, including all intellectual property rights in the source or object code of the website (Background IPR) shall be and remain vested in the Company or its licensors. The Company shall grant the Customer, or shall procure the grant to the Customer of, a perpetual, non-exclusive, transferable, royalty-free worldwide right and licence to use the Background IPR for the purpose of publishing and operating the website.The Company shall indemnify and keep the Customer fully indemnified against all costs, claims, demands, expenses and liabilities arising out of or in connection with any claim that the use of the web-site by the Customer, or images purchased by the Company from third party providers for use by the Customer, infringes any intellectual property rights of any third party, provided the Customer:
- gives written notice to the Company of any claims or proceedings within 7 business days after receipt of them ;
- makes no admission of liability;
- gives the Company all reasonable help in connection with the claims or proceedings at the Company’s cost and expense.
Errors and omissions
It is the Customer’s responsibility to check proofs carefully for accuracy in all respects including but not limited to prices, spelling, dimensions and distances. The Company is not liable for errors or omissions. The Customer’s signature or that of his authorized representative is required on all proofs or artwork prior to release for printing or other implementation.
Property and suppliers performance
The Company will take all reasonable precautions to safeguard property entrusted to it. In the absence of negligence on its part, however, the Company is not responsible for loss, destruction or damage or unauthorized use by others of such property. The Company will use its best efforts to ensure quality and timely delivery of the website in accordance with the timetable in the proposal. The Company will use its best efforts to guard against any loss arising from the failure of its suppliers, media, or others to perform in accordance with their commitments. The Company cannot in any way be held responsible for quality, price, performance or delivery of materials made or supplied by others where the work has been placed directly by the Customer or his agents.
Neither party shall, without the authority of the other, disclose to any third party any confidential information concerning the products, customers, business, accounts, finance or contractual arrangements or other dealings, transactions or affairs of the other which may come to that party’s knowledge in the course of performing its duties under this Contract.
Data Protection and Confidentiality
The Company acknowledges that in providing its service to the Customer it may have access to and process confidential and personal information of the Customer and the Customer’s clients. The Company agrees that for the purposes of the Data Protection Act 1998 it acts as a data processor when processing such data and will only process data in accordance with the Customer’s instructions and the Data Protection Act 1998. In particular, the Company agrees to implement technical and organisational measures to keep the data secure in accordance with the seventh data protection principle and to provide the Customer with such information as the Customer reasonably requires from time to time to confirm this.The Company agrees to keep confidential all information it learns about the Customer or the Customer’s clients other than that information already in the public domain, or information which is required to be disclosed by law or by any regulatory body.
Production schedules, storage of files and property belonging to the Client will be established and adhered to by both Customer and the Company, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, industrial dispute or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the Customer or the Company. Where production schedules are not adhered to by the Customer, final delivery date or dates will be adjusted accordingly.
The company are continuously testing website compatibility across what has now become several different common browsers. All features of our website are fully compatible with the following browser types: Internet Explorer 8 and above, Chrome, Firefox, and Safari. Functionality is robust on all the mentioned browsers and testing is carried out on all with any required fixes being done before signing off any project.
The Company use UK based company ehosting.com which guarantees 99.7% network uptime (http://www.ehosting.com/terms). All website content is backed up several times each day and all files are held locally at the Company which can re-establish hosting with another company with in 24-48 hours.We will invoice for renewal one month before the due date on a yearly basis or on a monthly monthly basis in advance of 30 days. Any payments not made within the given timescales will result in the hosting being suspended until payments are received.The Company would notify you immediately if any content is inappropriate (e.g. gets hacked or someone posts something) and in any case, take it down straight away if we are asked to.
Domain Name Registrations
Renewals of domain names through The Company design are non-refundable due to nature of domain registry systems.The Company Design reserves the right to refuse to transfer domain names on your Account if any Invoice(s) or Subscription Fee(s) remain outstanding.Renewal(s) of domain name(s) are automatically renewed by Blue Shark Design every 2 years unless otherwise instructed 30 days before the due date of each domain name(s).
The parties shall attempt to resolve any dispute arising, firstly through negotiations between senior managers and if the matter is not resolved within two weeks, the parties will attempt to resolve the dispute in good faith through an Alternative Dispute Resolution (ADR) procedure as recommended to the parties by the Centre for Dispute Resolution. If the matter has not been resolved by an ADR procedure within 30 days of the initiation of that procedure, or if either party will not participate in an ADR procedure, the dispute shall be decided by the High Court of England and Wales and the parties submit to its exclusive jurisdiction for that purpose.
If paying by direct debit, please note that Blue Shark Design Ltd has appointed the BACS Approved Direct Debit Bureau, Eazy Collect Services Limited (www.eazycollect.co.uk
), to collect your payments. Eazy Collect Services Ltd will be shown on your bank statement for these direct debit payments.