1. Definitions

The following terms and conditions document is a legal agreement between the “Company” (Huddle Digital Ltd) and the “Client” (the person, company or companies to whom products and services are being sold) for the purposes of website design and/or development, where website refers to the final project deliverable. These Terms and Conditions set forth the provisions under which the Client may use the services supplied. Individual projects may have individual contracts, which together with these terms and conditions would form the legal agreement between the Company and the Client.

2. Acceptance of Work

Quotations are valid for 7 days from date of issue.

When the Client places an order to purchase any services from the Company, the order represents an offer to the Company to purchase the services which is accepted by the Company only when an invoice is sent to the Client. No contract for the supply of services exists between the Client and the Company until the Company sends an invoice to the Client for payment. This invoice equals acceptance by the Company of the Client’s offer to purchase services from the Company and this acceptance of work is a valid contract between the Client and the Company.

Any other services on the order which have not been included in the invoice do not form part of the contract. The Client agrees to check the details of the invoice are correct and should print and keep a copy for their records.

The Company or the Client reserve the right to withdraw from the contract at any time prior to acceptance.

3. Permission and Copyright

The Company retains copyright for all design and code that it produces and grants a non-exclusive license for code and an exclusive license for design, so that the Client can use the design and code on one website on one domain name only. The Client is not permitted to use the design or code for more than one website without prior written agreement between the Client and the Company. Copyright of original content provided by the Client will remain with the Client. All licenses will take effect once the total invoiced amount has been received by the Company.

The Client agrees that resale, distribution or sub-licensing of the completed design or code, in full or in part, is forbidden unless prior written agreement is made between the Client and the Company.

Any other supplied assets or software from third parties will retain the copyright and licenses as defined by their supplier.

The Client hereby agrees that all media and content made available to the Company for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend the Company from any claim or suit that may arise as a result of using the supplied media and content. The Company reciprocates the same agreement for content made available to the Client for use in the project.

The Client agrees that the Company may include development credits and links within any code the Company designs, builds or amends. HTML rendered development credits will be placed in the footer on the homepage only, unless the Client objects, in which case the position and prominence of the credits are to be agreed with the Client. The Client agrees that the Company reserves the right to include any work done for the Client in a portfolio of work.

4. Material

The Company reserves the right in its sole discretion to refuse to sell design or code to a Client who has a site which it deems inappropriate as defined by Section 4.2. The Company reserves the right to refuse to sell design or code to those thought or known as competitors of the Company. The Company reserves the right to refuse sale for orders from suspect payment or address details or other reason at the Company’s own discretion.

4.2 Inappropriate Material

Inappropriate material includes, but is not limited to, material which is unlawful, material which contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence or infringes privacy or copyright.

5. Domain Names and Hosting

5.1 The Company’s Hosting and Domains

5.1.1 Hosting

If the Client chooses to host their website with the Company, the following terms and conditions will apply.

The Company’s hosting can be provided through South West Broadband Ltd or Fortrabbit GmbH. Depending on the provider(s) chosen for the the Client, the Client agrees to comply with the South West Broadband Ltd terms and conditions (available at https://swbroadband.co.uk/docs/tos.pdf) and/or the Fortrabbit GmbH terms and conditions (available at https://www.fortrabbit.com/terms) for use of the web hosting and email services provided through the Company.

The specific hosting implementation will be subject to individual project requirements. The Company reserves the right without notice to change the Companies hosting provider at any time.

The Company agree to maintain the hosting account in as much as space, email addresses, resources and user permissions, but cannot be held accountable or responsible for any outages of services due to technical problems arising with the hosting provider.

The Client agrees to maintain the agreed payment relationship for their selected hosting account with the Company, and should payment not be made on time and in full, the Company reserves the right to withdraw the facility until such time as the client’s account is brought up to date, whereby service will be resumed. The Company will not be liable for any loss of business arising to the Client as a result of any downtime caused by the Client’s non-payment of service.

The Company agree to supply, on written request, the control panel login details for their designated hosting account. Upon receiving the username and password for the control panel login area, the Client has the availability to make changes to their hosting and the Company cannot be held responsible for any errors made by the client if making any changes themselves. If the Client causes errors on their website as a result of making their own changes to the control panel, the Company reserves the right to charge for any work involved to correct the errors.

The Company agrees that it is their responsibility to have regular backups of the Client’s website in case of a software or hardware failure. The Company will only restore the Client’s website from a backup to a written request from the Client. If a backup is required for any reason other than a software or hardware failure, the Company reserves the right to charge for this service.

5.1.2 Domain Names

When requested, the company will purchase on request the required domain name on behalf of the client. The Client is responsible for checking the accuracy of the domain name prior to purchase, and will confirm such in writing by email, prior to the order being placed.

The Client does not hold the Company responsible for any errors or omissions made by the Client and the Client’s confirmation email is final. Refunds cannot be made by the Company after the domain has been purchased on behalf of the Client.

5.2 Third Party Hosting and Domains

The Client agrees to take all legal responsibility for use of third party domain name, hosting and email services and hereby agrees to indemnify and hold harmless the Company from any claim resulting from the Client’s publication of material and use of the domain name, hosting and email services. Any support or payment due relating to the domain name, hosting and email services are to be made between the Client and the third party service. If changes made to third party hosting or domains result in loss of functionality to the Client’s website, the Company reserves the right to quote on work required to rectify these issues.

The Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account which the Company requires to upload the website if required as part of a project. The Company will not be held responsible for ensuring that third party hosting is compatible with the website.

6. Projects

The Company will provide the Client with a scope of work document (where an email is not sufficient), which will include a specification (detailing what is covered by the price quoted and agreed), a design brief where necessary, who will be involved in delivering the project and key dates (project start date, Client content submission dates and Company delivery dates including final completion date and payment schedule). Any changes to the scope of works after the agreement will need to be emailed to [email protected]

If the Client fails to provide the necessary content within the agreed timescales the Company reserves the right to suspend work on the project and reschedule pre-agreed delivery and invoice dates once the agreed content has been provided.

The Client agrees that a website built from a graphic design may not exactly match an original design specification because of the difference between the display in design software and the rendering of the code by internet browser software. The Company agrees to try and match the design as closely as is possible when building the code.

The Company endeavours to create pages that are search engine friendly, however, the Company gives no guarantee that the site will become listed with search engines or of certain search results unless agreed at the time of purchase. In no event shall the Company be held liable for any changes in search engine rankings as a result of using the Company’s code.

If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, the Client agrees that the Company can apply a nearest available alternative solution by agreement where consent is not unreasonably withheld.

After site completion, a Client or a third party of their choosing may wish to edit their website code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If a Client or a third party of their choosing edits the website code and this results in functionality errors or the page displaying incorrectly, then the Company reserves the right to charge for any work involved to correct the errors.

The Company reserves the right to assign subcontractors in whole or as part of a project if needed by agreement with the Client where consent is not unreasonably withheld.

All communications with the Company may be by telephone, email, Skype chat or postal mail.

7. Web Browsers

The Company shall make every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the latest releases of the following desktop browsers: Internet Explorer, Firefox, Safari and Chrome. Where the website is intended to work on mobile devices, it will be designed to work with the latest releases of the following mobile browsers: iOS Safari and Chrome for Android. The Client agrees that the Company cannot completely guarantee correct functionality with all browser software across different operating systems.

The Client agrees that after handover of files any updated software versions of the aforementioned browsers, domain name setup changes or hosting setup changes thereafter may affect the functionality and display of their website. As such, the Company reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

8. Payment Terms

All prices are quoted exclusive of VAT.

All invoices that do not qualify for monthly installments will be invoiced according to a fixed payment schedule. The payment schedule must be agreed in writing by both parties prior to commencement of work.

Additional work requested by the Client which is not included in the agreed scope of work is subject to a separate quotation and the Company reserves the right to quote or accept additional work. If additional work is accepted by the Company, it may affect the timescale and overall delivery time of the project. The Client agrees that if additional work is requested on a project after commencement, then the Company reserves the right to reschedule pre-agreed delivery and invoice dates.
All invoices are submitted by email except where required otherwise by regulations or agreed between the Client and the Company. Invoices must be paid within timeframe stated in the payment terms of said invoice. If an invoice is not paid within this time period it will be considered outstanding and the Company reserves the right to decline further work on a project if there are invoices outstanding with the Client.

Once an invoice is sent to the Client it must be paid either by cash in hand, bank transfer or cheque made payable to “Huddle Digital Ltd” and sent to the Company’s main postal address.

The Client may request that the Company cancel a project in writing by email to [email protected] or postal mail and the project is cancelled only if the Company confirms work has not been started on the project. If the Company has begun or completed the work and the Client no longer requires the files but have agreed to the work, they are still required to pay the Company for the work that has been carried out already.

The Company reserves the right to remove its work for a Client from the Internet if payments are not received and charges will be incurred to restore the work if the Client chooses to re-activate at a later date.

9. Liability and Warranty Disclaimer

The Client agrees the Company is not liable for absence of service as a result of illness or compassionate leave.

The Client agrees the Company is not liable for any failure to carry out services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.

The Company is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

The Client shall assume entire responsibility in ensuring that the website meets their requirements before use.

Whilst every effort is made to make sure files are bug free, the Company cannot guarantee that the display or functionality of the web design or the website will be uninterrupted or bug free. If after handover of files bugs are found in code the Company has produced then the Company agrees to fix these free of charge. If bugs are found in code from third party providers or changes made to external services result in loss of functionality to the Client’s website, the Company reserves the right to quote on work required to rectify these issues.

Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, the Company reserves the right to cancel forthwith any projects and invoice the Client for any work completed. The Company shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate the website, even if the Company has been advised of the possibility of such damages.

The Client agrees that it is their responsibility to comply with the laws and taxes which affect Internet ecommerce and will hold harmless, protect, and defend the Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet eCommerce.

The Company may from time to time recommend to the Client that updates are needed to their site to comply with, including but not limited to, new legislations, software releases and web standards. The Company reserves the right to quote for any updates as separate work. The Client agrees the Company is not liable for any failure to inform or implement these updates to their site. Client agrees that it shall defend, indemnify, save and hold the Company harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.

10. Indemnification

The Client agrees to use all the Company services and facilities at their own risk and agree to defend, indemnify, save and hold the Company harmless from any and all demands, liabilities, costs, losses and claims including but not limited to legal fees against the Company or its associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. The Client agrees this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name.

The Client also agrees to defend, indemnify and hold harmless the Company against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organisation.

11. Nondisclosure

The Company and any third party associates agrees that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about the Company to another party.

12. Privacy Policy

The Company and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the following purposes 1) to identify the Client in communications with them 2) to contact the Client from time to time to offer them services or products which may be of interest to or benefit to the Client.

13. Interpretation

The Company reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these terms and conditions. No refunds are given in such a situation.

Any deviation from these general terms of engagement are to be laid out in a special instruction document and duly signed by both the Company and the Client prior to commencement of any scope of works.

This agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.

Where one or more terms of this 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.

Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.

The Company reserves the right to alter these terms and conditions at any time without prior notice, unless they are incorporated into an existing or future agreed contract. The latest terms and conditions can be requested at any time by emailing [email protected]

By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understood, and accepted the Terms and Conditions of this Agreement, and agrees to be legally bound by these Terms and Conditions.

14. Use of Website

The following terms and conditions relate to the end users use of the Company’s own website at workwithhuddle.com.

14.1 Permission and Copyright

All pages, images, text and code on the Company’s website at workwithhuddle.com are copyrighted material.

Clients and any other visitors to the Company’s website at workwithhuddle.com may not use any of the pages, images, text or code on the website for use on the Client’s or visitors own websites or to create a website or templates without prior written permission from the Company.

14.2 Liability and Warranty Disclaimer

The Company provides their website and the contents thereof on an “as is” basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. The Company cannot guarantee the functionality or operations of their website or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.

This document was last updated on June 06, 2016.