Terms and Conditions
- 1. Definition of Terms
- Rob Mac Design - Robert McIntosh, trading as Rob Mac Design having its principal place of business at 17 Arches Road, Mansfield, Notts NG18 4YR.
- The Client - The entity which enters into a contract with Rob Mac Design.
- Host - The company on whose system the website physically resides.
- Link, Hyperlink - A clickable link embedded on a web page which may take the form of a graphic or text.
- Downtime - Time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
- Search Engine - A website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
- The Work, Project - The subject matter of the contract between the Client and Rob Mac Design.
- 2. Fees
- 2.1 Fee Payable
A non-refundable deposit of 50% of the total fee payable under the contract is due immediately upon agreement of the project. The remaining 50% shall become due when the work is completed to the reasonable satisfaction of the Client but subject to the terms of clause 4.3 Approval of Work and 4.4 Rejected Work hereof. Rob Mac Design reserves the right not to begin the work until the said deposit has been paid in full. The fee quoted in the contract, unless stated otherwise, will include the cost of domain registration and a year’s hosting.
- 2.2 Maintenance Fees
Maintenance, if required, shall be charged at an hourly rate of £25 for an agreed period of time.
- 3. Disclaimers
- 3.1 Third Parties
Rob Mac Design can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client’s website, although Rob Mac Design will endeavour to ensure the website downtime is kept to a minimum.
- 3.2 Maintenance and Correction of Errors
Rob Mac Design takes no responsibility for the functionality or maintenance (unless otherwise agreed) of the website after the work has been completed. Errors (both technical and typographical) attributable to Rob Mac Design will be corrected without charge, but Rob Mac Design reserves the right to charge a reasonable fee for correction of errors for which Rob Mac Design is not responsible, including, but not limited to malicious modification of the website by a third party and typographical errors contained in materials provided to Rob Mac Design by the client.
- 3.3 Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No registration of the website with Search Engines will be undertaken unless otherwise agreed with the client.
- 3.4 Consequential Loss
Under no circumstances will Rob Mac Design be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimise possible losses as a result of software failure.
- 3.5 Status and Duration of Offers
Proposals, quotations and offers are valid for a period of one month from the date issued. Rob Mac Design is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
- 3.6 Search Engine Listings
Rob Mac Design does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not Rob Mac Design who determine whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. Rob Mac Design does not control Search Engine’s algorithms and huge shifts can appear daily, weekly and even hourly.
- 4. Completion of Work and Payment
- 4.1 Completion of Work
Rob Mac Design warrants completing the work in accordance with its Terms and Conditions to the specifications agreed with the Client. Rob Mac Design will not charge more than the amount previously agreed unless the Client has varied the specifications of the work since the agreement. Rob Mac Design will not undertake changes to the specifications of the work which would increase the cost, without prior written authorisation from the Client.
- 4.2 Supply of Materials
The client is to supply all materials and information required for Rob Mac Design to complete the work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client’s failure to supply such materials leads to a delay in completion of the work, Rob Mac Design has the right to extend previously agreed deadlines for the completion of the work by a reasonable amount. Where the Client’s failure to supply materials prevents progress on the work for more than 21 days, Rob Mac Design has the right to invoice the Client for any part or parts of the work already completed.
- 4.3 Approval of Work
On completion of the work, the Client will be notified and have the opportunity to review it. The client should notify Rob Mac Design, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the work which has not been reported in writing to Rob Mac Design as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the 80% balancing payment under Clause 2.1 Fee Payable will become due. The contract will remain in effect until all obligations have been completed in terms of this clause.
- 4.4 Rejected Work
If the client rejects the work within the 7 day review period, or will not approve subsequent work performed by Rob Mac design to remedy any points reported by the client as unsatisfactory, and Rob Mac Design considers that the client is unreasonable in his repeated rejection of the work, the contract will be deemed to have expired and Rob Mac Design can take any legal measures to recover both payment for the completed work and reasonable expenses incurred in recovering payment.
- 4.5 Payment
Upon completion of the 7 day review period, Rob Mac Design will invoice the client for the 80% balancing payment in accordance with Clause 2.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the client within five working days.
- 4.6 Remedies for Overdue Payment
If payment has not been received by the due date, Rob Mac Design has the right to suspend any ongoing work for the client until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, Rob Mac Design has the right to replace, modify or remove the website and revoke the client’s licence of the work until full payment has been received. By Revoking, the client’s licence of the work or removing the website from the internet, Rob Mac Design does not remove the client’s obligation to pay any outstanding monies owing.
- 5. Intellectual Property
- 5.1 Offers and Proposals
Offers and proposals made by Rob Mac Design to potential clients should be treated as trade secrets and remain the property of Rob Mac Design. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from Rob Mac Design. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
- 5.2 Warranty by Client as to Ownership of Intellectual Property Rights
The client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to Rob Mac Design for inclusion on the website. The conclusion of a contract between Rob Mac Design and the client shall be regarded as a guarantee by the client to Rob Mac Design that all such permissions and authorities have been obtained and that the inclusion of such material on the website would not constitute a criminal offence or civil edict. By agreeing to these terms and conditions, the client removes the legal responsibility of Rob Mac Design and indemnifies the same from any claims or legal actions however related to the content of the client’s site.
- 5.3 Domain Name
Any domain name obtained will belong to the client. The client agrees to indemnify Rob Mac Design, including any incidental costs, against any claims that a domain name applied for, or obtained, violates the intellectual property rights of a third party. The client warrants that the domain name sought is not a trademark of a third party.
- 5.4 Licencing
Once Rob Mac Design has received full payment of all outstanding invoices and the work has been approved by the client in accordance with Clause 4.3 hereof, the client will be granted a licence to use the website and its contents.
- 5.5 Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which Rob Mac Design or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from Rob Mac Design. Unless previously agreed otherwise in writing, no modifications may be made by the client or any third party to code which Rob Mac Design or their suppliers owns the copyright. Rob Mac Design acknowledges the intellectual property rights of the client. Information passed in a written form to Rob Mac Design, and that the client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the client.
- 6. Rights and Responsibilities
- 6.1 Right to Terminate
Rob Mac Design reserves the right to refuse or break a contract without prior notice, if it is believed the client, their website, or any material is illegal, immoral or otherwise unacceptable.
- 6.2 Events Beyond the Control of Rob Mac Design
Rob Mac Design will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of Rob Mac Design.
- 6.3 Supply and Pricing of Services
Rob Mac Design reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
- 7. Interpretation
- 7.1 Jurisdiction
This agreement shall be governed by the laws of the country which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Rob Mac Deign and the client. The said contract is void where prohibited by law.
- 7.2 Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
- 7.3 Change of Terms and Conditions
These terms and conditions may change from time to time. The client will be informed of revision as and when they are issued.