Terms and Conditions

FRixeL.

Terms and Conditions.

1. DEFINITIONS

1.a. The following terms and conditions document is a legal agreement between FRixeL hereafter “Developer” and “Client” for the purposes of web site design or development. These Terms and Conditions set forth the provisions under which client may use the services supplied.

1.b. Developer is an Internet web design provider offering client graphical design, HTML, CSS, JavaScript and other related computer programming languages.

2. ACCEPTANCE OF WORK

2.a. Quotations are valid for 7 days from date of issue.

2.b. When client places an order to purchase services or web site updates from Developer, the order represents an offer to Developer to purchase a template or web site updates which is accepted by Developer only when an invoice is sent to client. No contract for the supply of services exists between Client and Developer until Developer sends an invoice to client for payment. The invoice equals acceptance by Developer (or third party supplier) of Clients offer to purchase services from Developer and this acceptance of work is a valid contract between Client and Developer regardless of whether Client receives the invoice.

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

2.d. Developer reserves the right to withdraw from contract at any time prior to acceptance.

3. PERMISSION AND COPYRIGHT

3.a. All pages, images, text and code on Developer's web site at http://www.frixel.co.uk/ are copyrighted material.

3.b. Client and any visitors to the Developer's web site at http://www.frixel.co.uk/ may not use any of the pages, images, text or code on the web site for use on Client's or visitors own web site or to create a web site or templates without prior written permission from Developer.

3.c. Copyright of the completed web designs, images and pages, code, source files and templates created by Developer for the project shall be with the Developer. Client may obtain ownership of copyright only upon payment of an amount agreed between Developer and Client. Without agreement, ownership of designs and all code remains with the Developer.

3.d. These terms of use grant a non-exclusive limited license so that client can use the design on one web site on one domain name only. Client is not permitted to use a design for more than one website without either purchasing the copyright or prior written agreement between client and the Developer.

3.e. Client agrees that resale or distribution of the completed files in full or in part is forbidden and doing so may warrant legal action unless Client has purchased the copyright or prior written agreement is made between client and the Developer.

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

3.g. Client agrees that Developer may include development credits and links within any code Developer designs, builds or amends.

3.h. Client agrees that Developer reserves the right to include any work done for client in a portfolio of work.

4. MATERIAL

4.a. Developer reserves the right in its sole discretion to refuse to sell design or code to a Client who has a site which it deems is, including but not limited to, unlawful or inappropriate, contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other media that Developer considers questionable. Developer reserves the right to refuse to sell design or code to those thought or known as competitors of Developer.

4.b. Client may not purchase design or code for use in development of their own product to directly compete with Developer's design or code. Developer reserves the right to refuse sale for orders from suspect payment/address details or any other reason that causes suspicion. Developer reserves the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.

5. DOMAIN NAMES AND HOSTING

5.a. 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 Developer from any claim resulting from 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 client and the third party service.

5.b. Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account which the Developer requires to upload the web site if required as part of a project.

5.c. Developer reserves the right without notice to refuse work with domain names or hosting and email services without reason for such rejection or refusal.

6. PROJECTS

6.a. Client acknowledges that the Developer may send invoices, quotations, contracts, requests for approval for (but not limited to) web designs and other web based products. Client agrees that a return email confirming completion, agreement, approval, satisfaction or dissatisfaction constitutes a digital signature and will thereafter be binding.

6.b. All alterations for web sites projects are to be requested in writing either by email or postal mail by client. Developer reserves the right to send a separate quotation to client and to request payment for any alterations. Developer reserves the right to request payment be received for further alterations before continuing work.

6.c. Upon completion of an agreed design, client is required to confirm in writing by email or postal mail that the design is signed off as complete. Any further design alterations are chargeable.

6.d. Client agrees to provide any needed information and content required by Developer in good time to enable Developer to complete a design or web site work as part of an agreed project.

6.e. Client agrees that an HTML/PHP page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML/PHP code by internet browser software. Developer will endeavour to try and match the design as closely as is possible when building the code.

6.f. Developer endeavours to create pages that are search engine friendly. However, Developer gives no guarantee that the site will become listed with search engines or of certain search results. In no event shall Developer be held liable for any changes in search engine rankings as a result of using Developers code.

6.g. 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, then Client agrees that Developer can apply a nearest available alternative solution.

6.h. After site completion, a Client or a third party of their choosing may wish to edit their web site code them-selves to make updates. Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves.

6.i. If Client or a third party of their choosing edits the web site code and this results in functionality errors or the page displaying incorrectly, then Developer reserves the right to quote for work to repair the web site if requested to do so.

6.j. Upon completion of a project, Client is given the choice to purchase technical support packages but has no obligation to. If client chooses not to, any further services requested will be chargeable at full rate. Client may purchase a package at any time after project completion.

6.k. Developer reserves the right to assign subcontractors in whole or as part of a project if needed.

6.l. Client agrees that it is their responsibility to have regular backups of their website and software made by themselves or third party services in case of a software or hardware failure. Client agrees that charges may be applied if Developer is asked to provide any back ups of any part of the work produced. Client also agrees that Developer is not obligated in any way to make or keep any backups of work produced once final payment has been received.

6.m. All communications between Developer and Client shall be by telephone, email, VoIP or postal mail, except where agreed at Developer's discretion.

7. WEB BROWSERS

7.a. Developer will make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the main browsers Google Chrome, Internet Explorer 9+ Safari Web Browser and Mozilla Firefox latest releases. Client agrees that Developer cannot guarantee correct functionality with all browser software across different operating systems.

7.b. Clients agree that after handover of files, domain name setup changes or hosting setup changes thereafter on the following browsers and their subsequent updates may affect the functionality and display of their web site: Google Chrome, Internet Explorer 9+ Safari Web Browser and Mozilla Firefox). As such, Developer reserves the right to quote for any work involved in changing the web site design or web site code for it to work with updated browser software, domain name or hosting changes.

8. PAYMENT TERMS

8.a. All invoices must be paid in full within 7 days of the invoice date and Developer will carry out work only where an invoice has been paid by client for the work, unless otherwise agreed at Developers discretion.

8.b. If client decides to purchase a template, as mentioned in section 3, payment is to be received before any files, copyright and any associated media or data can be obtained. Developer acknowledges that upon payment, Client will have ownership of all associated data with the template. Client agrees that developer is not responsible for any errors, bugs, code issues or any problems caused by Client or third parties chosen by client. Developer reserves the right to quote and charge for any work requested by Client for damage caused to a purchased template.

8.c. Developer reserves the right to accept or decline payment by monthly instalments at its own discretion. If developer does accept payment for services by monthly instalment, client is required to pay a deposit. The deposit payable will be 33% of the total balance and then the remaining be paid off over 3, 6 or 9 months. 

8.d. Additional work requested by client which is not specified in the agreed quotation is subject to a separate quotation and Developer reserves the right whether to quote or accept additional work. If additional work is accepted by Developer, this may affect timescale and overall delivery time of the project.

8.e. At the sole discretion of Developer, client split the cost into three payments throughout the development process. The first third of the payment is to be received before work commences, the second third to be received when content is supplied and the final third before the site is live.

8.f. Once an invoice is sent to client it must either be paid by bank transfer, cash or paid online with major credit card via Paypal secure online payment to This e-mail address is being protected from spambots. You need JavaScript enabled to view it. .

8.g. Developer reserves the right to decline further work on a project if there are invoices outstanding with client.

8.h. Client may request that the Developer cancel a project in writing by email or postal mail to Developer and the project is cancelled only if Developer confirms work has not been started on the project. If Developer has begun or completed any aspect of work and client no longer requires the files but have agreed to the work, they are still obliged to pay Developer for the work that has been carried out. Any monies paid up to the point of cancellation will be kept and client acknowledges that any produced work may be used in future projects.

8.i. All invoices are submitted by email except where required otherwise by regulations or agreed with Developer.

8.j. Developer reserves the right to remove its work for Client from the internet if payments are not received within 31 days. Clients paying monthly are required to make payments via bank transfer, standing order, credit/debit card via PayPal or cheque made payable to Robert Saunders (to be received no later than 7 working days prior to payment date). Failure to make a payment will constitute as a breach of contract and Developer reserves the right to request full payment from Client and, at its own discretion, refuse to continue services.

8.k. Client acknowledges that interest will be charged from 00:01 the day after payment is due. Interest is calculated per day at a rate of 0.7% of the invoice amount or 5% per week plus 0.7% for each day making an incomplete week. Failure to pay outstanding invoices within 31 days could, at Developer’s discretion, lead to site deactivation, slowing of development process and/or refusal of further work.

9. LIABILITY AND WARRANTY DISCLAIMER

9.a. Developer provides their web site 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. Developer cannot guarantee the functionality or operations of their web site or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.

9.b. Client agrees Developer is not liable for any bugs, performance issues or failure of their software as other software is provided by separate companies. Any bugs, performance issues or failure with the software will be directed to the respective software developers.

9.c. Client agrees that in the case of a software problem a snapshot may need to be sent to the software support department.

9.d. Developer endeavours to provide a web site within given delivery timescales to the best of its ability. However, client agrees that Developer is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.

9.e. Client agrees Developer is not liable for absence of service as a result of illness or holiday.

9.f. Client agrees that Developer is not liable for any failure to carry out services for reasons beyond it's 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 action, riot, terrorism and war or any act or omission of any third party services.

9.g. Developer 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.

9.h. On handover of files from Developer to Client, client shall assume entire responsibility in ensuring that all files are functioning correctly before use.

9.i. Whilst every effort is made to make sure files are error free, Developer cannot guarantee that the display or functionality of the web design or the web site will be uninterrupted or error free. If after handover of files errors are found in code the Developer has created and the main browsers Google Chrome, Internet Explorer 9+ Safari Web Browser and Mozilla Firefox, domain name setup and hosting setup are the same as when work began, then Developer can correct these errors for client at its own discretion.

9.j. If after handover of files errors are found in code the Developer has created and the main browsers Google Chrome, Internet Explorer 9+ Safari Web Browser and Mozilla Firefox have released an updated software version, or the domain name setup or hosting setup has been changed, Developer can correct errors for client free of charge and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name setup or hosting setup.

9.k. Should Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, Developer reserves the right to cancel forthwith any projects and invoice Client for any work completed. Any current websites being paid for monthly will be taken offline until such time Client can make up its debt in full to Developer. Only when full debt has been paid shall Developer, at its own discretion, turn the website back on or resume services. Developer reserves the right to withdraw services or refuse work for Client if they believe Client cannot pay or keep up any monthly payments.

9.l. Developer shall have no liability to 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 these web pages or web site, even if Developer has been advised of the possibility of such damages.

9.m. There are sometimes laws and taxes which affect Internet ecommerce. Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from client’s exercise of Internet ecommerce.

9.n. Developer may from time to time recommend to client that updates are needed to their site to comply with, including but not limited to, new legislations, software releases and web standards. Developer reserves the right to quote for any updates as separate work. Client agrees Developer 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 Developer harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates

9.o. Client agrees to hold harmless Developer should Client not be authorized to obtain and/or pay for any quoted services. Developer agrees that discretion will be used if it is found that that a person is not authorised to by any other party to request services on behalf of the party. Developer reserves the right to refuse services if it believed that Client is not authorized.

10. CONTENT

10.a. In order for Developer to complete tasks on time, Client is required to provide content on or before the times agreed on.

10.b. Client agrees that late content is a breach of contract and fees will be charged

10.c. Late content will be charged as follows: £25 if supplied up to 24 hours late + an extra £15 per extra 12 hours up to 7 days late. If content has still not been supplied after 7days, Developer reserves the right to keep all monies held, refuse to continue work, charge the late content fees and use any work developed for other purposes or future Clients. Refusal to pay late fees is a breach of contract and could lead to legal action.

11. INDEMNIFICATION

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

11.b. Client also agrees to defend, indemnify and hold harmless Developer 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 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.

12. NONDISCLOSURE

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

13. PRIVACY POLICY

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

15. INTERPRETATION

15.a. Developer reserves the right to terminate a project with a Client at any time without prior notification if it finds client in breach of these terms and conditions. Developer shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation and any monies held as payment or deposit will be held at the discretion of Developer.

15.b. 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.

15.c. 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.

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

15.e. Developer reserves the right to alter these Terms and Conditions at any time without prior notice, the latest terms and conditions can be found at the Developers web site at http://www.frixel.co.uk with a date of last update.

15.f. By accepting a quotation or making a payment of invoice to use the services supplied, client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.

Updated 27.11.2011