Terms and Conditions
Poppy Design Studio & Marketing Ltd
Poppy Design Studio & Marketing Ltd, company number (14159267), VAT Number (414 6345 12)
– Email: firstname.lastname@example.org
– Telephone number: 0800 321 3843
Signing these terms and conditions will form a contract between us on your acceptance of your quote and any product service set out in the quote and complying with all of our terms and conditions contained within.
1.1 The following meanings will be used for terms in these terms and conditions:
Company or Us: means Poppy Design Studio & Marketing Ltd
Client means you
Parties: means Poppy Design Studio & Marketing Ltd (the Company) and the Client
Project: means the body of work that is being undertaken, normally consisting of several connected parts, such as consultation, graphic design, website development, promotional products, printed material and or hosting
2. Client Obligations
2.1 Advise us in advance of any confidential information to be presented by email, written or verbally. This should be marked as ‘confidential’ in the subject of the email, or clearly on any written documents.
2.2 Make every effort to adhere to all agreed deadlines.
2.3 Review the Company’s work, provide feedback, and sign off approval in a timely manner.
2.4 Provide the Company, within a reasonable timescale, everything that is requested in order for us to complete the Project including text, images and other information.
2.5 Provide the Company with text(s) and image(s) in the format as stated below (see photographs and images).
2.6 Pay the Company all monies owed within 7 working days
2.7 Any images or photographs that you supply should be in digital format, usually no smaller than 1920×1000 pixels, with a suitable resolution that will allow them to be resized and used on screen. Traditional paper photographs requiring scanning are acceptable, however there may be additional costs incurred due to time spent scanning and retouching the images. This depends entirely on the Project and the number of images involved.
2.8 The Client guarantees that any elements of text, graphics, photos, designs, trademarks or other artwork furnished to the Company for inclusion in their website, or other design, are owned by the Client, or that the Client has permission for the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend the Company and its subcontractors from any liability (including solicitors fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
2.9 Evidence of ownership or permissions may be requested by the Company.
3. Company Obligations
3.1 Make every effort to adhere to any deadlines agreed between the Company and the Client
3.2 Carry out services in a professional and timely manner.
3.3 Make a reasonable number of revisions to the design, layout, colours etc, until you are satisfied with the design concept, or such time as both parties feel an agreement likely to be reached, but no more than 2 revisions. Separate charges will apply for any additional revisions or design work outside the scope of the Project.
3.4 Endeavour to complete requested website revisions or updates within 48 hours, wherever possible.
3.5 Maintain up to date skills and knowledge through regular training and research.
3.6 Contact you before the end of any free website monthly maintenance originally offered with your package purchased and provide you with a quote for paid monthly maintenance.
3.7 The Company agree to maintain the Client’s website, this includes but is not restricted to, back up to the website, update plugins, remove spam, update theme, and optimise database, if the monthly maintenance package has been purchased and certain aspects including the plugin, theme and WordPress do not become incompatible.
4. Our Services
4.1 Content Management Systems:
(1) The Company use the WordPress platform exclusively as our Content Management System (CMS) of choice
(2) All website packages will be developed using a CMS.
(3) The Company may build a bespoke solution, depending on the exact requirements of a Project.
(4) Any associated or additional fees in relation to Content Management Systems or Ecommerce Management Systems are covered within your chosen package e.g. Installation, setup, testing and introductory training.
4.2 Hosting : Our Clients websites are hosted on a high-speed, state-of-the-art managed dedicated server which utilises a guaranteed minimum up time service availability level of 99.95%. Details of the exact specification of our services are freely available to all our Clients and will be provided upon request. It is full responsibility of the Client to take a backup of their website and email accounts.
5.1 To accept the quote, the Client must sign and agree to these terms and conditions and pay the required deposit as listed in the quote. The deposit secures the Client into the diary. By accepting the quote, the Client agrees to adhere to the payment schedule specified in the quote. If the Client breaches any of their obligations, as per the Client’s Obligations provision, it will result in services being discontinued.
6.1 Payment Plans: Payment plans are for the following work
(a)Website design; only
(b) Website design and graphic design
6.1.1 the payment plan is for the 12 months unless otherwise agreed between the Company and the Client.
6.1.2 the maximum duration of a payment plan is 12 months.
6.1.3 the Client can pay the payment plan in full before the last payment is due at no extra charge.
6.1.4 if only graphic works has been purchased, then the respective deposit as per the Deposits provision needs to be paid and the balance is paid on handover. If a payment plan for website design and graphic design has been purchased, then the respective deposit is paid as above, the payment plan continues as normal and then the balance is paid on handover for the graphic design.
6.2.1 Deposits payable will be shown in the quotation/invoice that you are provided.
6.2.2 A deposit will need to be paid once the quote is accepted.
6.2.3 For any payment plan the deposit will be 30% including website design and for solely graphic works the deposit will be 50%.
6.2.4 if logo design has been purchased, then the quotation will illustrate the Deposit needed for this service separately.
6.3 Payment Terms
6.3.1 All payment schedules are provided with a quotation or invoice. You can request another copy by emailing us at email@example.com
6.3.2 Alterations to standing order mandates to reflect new or changed contracts are the sole responsibility of the Client.
6.3.3 Any underpayments or missed payments remain due to the Company and the Client shall be responsible for bringing their account up to date within a reasonable period of time.
6.3.4 A website will not launch on the handover date until full payment is received by the Company, except as expressly agreed between parties covering all payments of any product/service purchased including but not limited to any copyrights also.
6.4 Printing and Promotional Products
6.4.1 if the option for printing or promotional products has been purchased, then payment will need to be made up front with the Deposit before work is carried out.
6.5 WordPress Monthly Maintenance
6.5.1 Monthly payments as per the quote you are provided are to be made on the date agreed to continue the service. This service is run on a 1 month rolling contract. To discontinue this service, you will need to provide the required notice as per the Notice Provision.
6.6 Logo Design
6.6.1 If this option has been chosen then the price will be included on the quotation/ invoice you are provided with.
6.7 Failure to make payment
6.7.1 if any payment regarding any work carried out by the Company is not paid by the Client within 14 days of receipt of the invoice then the Company can seek legal action to obtain payment.
6.8 Additional Charges
6.8.1 Any images that the Company are asked to obtain from third party photographers will be charged as an additional cost.
6.8.2 There may be an additional fee for any design changes requested after the initial agreed design has been signed off.
6.8.3 Additional costs for extra features and/or additional design costs, not covered by our standard packages, will be agreed and invoiced before the website goes live.
7. Website Copyright
7.1 after the handover of a website, copyright is automatically assigned as follows:
7.1.1 The Company will maintain copies of all of the files used in connection with the Project and if you require a disc copy of all the files used in connection with your Project, then the Company will be happy to supply this to you.
7.1.2 Copies of the website files are maintained by us for a reasonable time (one year unless expressly agreed otherwise) and if we are providing hosting services, then files are maintained both locally and on external servers.
7.1.3 The client will own, or have express permission to use, the text files, images, graphics and any visual elements, video or sound bites, that you may have sent to us to use in connection with the project.
7.1.4 The copyright to the mark-up, CSS files, other code that may have been used by us for you, or certain images that the Company may have supplied to or for you are licensed to you in connection with this web design project will be licensed solely to the domain name on which the website files reside.
7.1.5 if you own the domain name, then you own the copyright to this domain name.
7.1.6 At the bottom of the website page(s) after payment has been completed, usually it will say Copyright and the name of your business or Company.
7.1.7 The Company do however reserve the right as the Company responsible for the design and/or development to place a small unobtrusive link at the bottom of your website, thereby not hindering or distracting from your own website design
7.1.8 As the design Company, the Company also reserve the right to display and link to your completed project as part of our portfolio, and to write about the project on other websites, social media, in magazine on e-zine articles, books, written or digital publications of any design and source. Please inform us in advance of the website handover if you DO NOT want us to add your site to our portfolio of work.
8. Design Limitation
8.1 once a design concept is agreed with the Client, the Company will provide reasonable revisions to the artwork to make any amendments/revisions to the Client’s satisfaction. If this becomes excessive and beyond the original agreed design concept, the Company have the right not to continue with any further work and the original non-refundable deposit will not be returned. An additional charge may be made at the Company’s sole discretion, form the balance of the total due on the final handover amount owed. This will not exceed 100% of the original quotation.
8.2 The Company is not responsible for writing or inputting any text copy unless this has been specified by the Client.
9. WordPress Monthly Maintenance
9.1 Upgrading WordPress, Plugins and Themes
9.1.1 The Company provide a monthly maintenance service which includes not limited to;
(a) Taking WordPress site backup
(b) Update WordPress core files,
(c) Update Themes and WordPress Plug ins
(d) Clean up spam comments, clean up the database
9.1.2 If the monthly maintenance is purchased the above will be completed by the Company. If any of the Plug ins, Themes, or WordPress, become incompatible then the Company cannot perform (a-d).
9.2.1 The Company use WordPress, Themes and third party plugins to develop your website. The plugin the developers often release upgraded versions of their software with security patches or additionally functionality. The plugins perform various features on your website and the Client is informed of updates required within the WordPress admin area.
9.2.2 WordPress plugins may become obsolete and alternative plugins will need to be soured or the website may need redeveloping. The Company accepts no liability for issues which arise form plugins which require updates or are obsolete, once the Plugin becomes incompatible. Once incompatible no further updates can be performed.
10.1 Website Development
10.1.1 All websites are developed to work primarily across all major browsers and platforms including other devices such as mobile phones and tablets.
10.1.2 The Company does not guarantee complete and/or long term compatibility across every major browser, platform or handled device due to updates/upgrades by their respective vendors.
10.1.3 The Company does not guarantee compatibility in old or redundant browser software.
10.1.4 The Company shall not be responsible for compatibility for plugins update/upgrade after handover and launch.
10.2.1 The Company shall not be liable for any missed launch date or deadline if the Client has not supplied materials within specified timescales or has not approved or signed off work on time, at any stage
10.2.2 The Company cannot guarantee the compatibility in any way of websites not hosted by the Company, or that a hosting provider’s server operating systems, especially any contract forms, Content Management Systems, database driven websites, etc will be fully functioning at any time.
10.2.3 The Company shall not be responsible if a site’s functionality is impaired due to a plugin or theme installed by the Company on handover but then ceases development, and or is incompatible with the current WordPress version.
10.2.4 The Company shall not be liable if the hosting does go down and corruption of a database happens or the website does not restore correctly.
10.2.5 The Company shall not be liable for any emails lost in a website move or if hosting is unavailable at any time.
10.3.1 The Company shall not be liable for any hosting or technical issues relating to hosting on any other website and will not offer any technical support for any other website hosting Company.
10.3.2 The Company cannot guarantee that the functions contained within any webpage (or part of the website design), will always be error free and therefore the Company will not be liable in any way whatsoever to you for any third party damages, including loss of profits, lost savings, or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages, even if you have advised us of the possibilities of such damages.
10.3.3 By using and paying for our hosting services you confirm that the Company accepts no liability for loss of any client data, including website files, website database, emails and domain names, due to ANY issues relating to the Company hosting or working on the Client’s website.
10.3.4 If a Client’s website goes offline during any server maintenance or downtime then the Client agrees the Company accepts no liability for loss of earnings or data during the downtime.
10.4.1 By paying for our hosting services the client confirms that the Company does not accept any liabilities for loss of emails on any of our servers for any reason. It is important these days to have multiple backup systems for all website files and email.
10.4.2 Email Problems: we accept no liability for any server issues which result in email problems. We are happy to assist with any email problems and aim to fix them quickly.
10.4.3 Mail Box Limits: it is important to have good mail box etiquette by removing/deleting older emails to keep under your mail box limit. Mail boxes limits are between 1-5gb depending on your hosting package.
10.4.4 We accept no liability for emails lost as a result of reaching mail box limits.
10.5 Liability and Warranty Disclaimer
10.5.1 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 or delivery of a service. The Company cannot guarantee the functionality or operations of the Clients website or that it will be uninterrupted or error free nor does it warrant that the contents are current, accurate or complete.
11.1 Cancellation of Web Development
11.1.1 The Company has the right to charge the Client up to 85% of the total web development costs, should the Client cancel the website agreement after the design concepts have been agreed but prior to the website launch. The scale of the charge will be dependent on what stage the project is at when the cancellation takes place.
11.1.2 If cancellation is received after the deposit is paid but before any work is commenced and within 7 days, the Company will refund the Client their deposit.
11.1.3 If it is after 7 days the Company will retain the Client’s deposit but the Client will not be liable for the full cost of the project.
11.1.4 A cancellation request must be received by email to firstname.lastname@example.org, although prior communication by telephone regarding the cancellation request would be advised to ensure no further work on the Project is carried out.
11.2 Cancellation of Logo Design
11.2.1 You may cancel your order for logo design, but you will lose your non-refundable deposit. Depending on the amount of work completed when you cancel you may also be charged a % of the final bill due for the amount of work already completed.
11.3 Cancellation of Monthly Maintenance
11.3.1 A client is required to provide a minimum of two weeks’ notice in a client writing, or by email should you wish to cancel monthly maintenance or monthly services offered by the Company.
12.1 Termination of website design and/or graphic design: the Client may terminate the services once 30 days’ notice has been provided to the Company by the Client.
12.2 Termination of WordPress Monthly Maintenance: the Client may terminate the service once 14 days notice has been provided to the Company by the Client.
12.3 Service may be terminated by the Company without cause at any time.
12.4 We may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.
12.5 Notice of termination of Services by the Company will be sent to the contact e-mail associated with your account. Upon termination, we have the right to delete all data, files, or other information that is stored in your account.
13. Notices: Any formal notice required to be given under these terms and conditions shall be in writing and sent by both email and by registered or recorded delivery post to the party to be served at the addresses noted on this Agreement. Notices shall be deemed given 48 hours after posting and sending.
14. Changes to these terms and conditions: The Company reserves the right to add, delete or modify any provision of these terms and conditions at any time without notice. Failure to receive notification of a change does not make those changes invalid. These terms and conditions are available to download or print from our website.
15. Confidentiality: The Company adheres to all national and EU data protection, data transfer, data retention and confidentiality regulations and always stores data sent to us in a secure manner.
16. Entire Agreement: The terms and conditions contains the entire agreement between the parties. The parties shall not be bound by or be liable for any statement, representation, promise, inducement, or understanding of any kind nature not expressly set out in these terms and conditions. No changes, amendments or modifications of any of the terms or conditions of the contract shall be valid unless agreed in writing and signed by both parties.
17. Severance: If any provision of these terms and conditions is held invalid, illegal, or unenforceable, for any reason by any court of competent jurisdiction, such provision shall be severed, and the remainder of the provisions shall continue in full force and effect with the invalid, illegal or unenforceable provision eliminated.
18. Client Details: The Client agrees to notify the Company as soon as practicable of any change of business address, structure, ownership, or contact details. We will communicate with you at your last known address, and if necessary serve/deliver any notices for the business to this last known address.
19. Contracts (Rights of Third Parties) Act 1999: A person who is not party to these terms and conditions shall have no rights under Contracts (Rights of Third Parties) Act 1999 to enforce any term of the terms and conditions including the obligations to anyone else without our consent or permission.
20. Data Protection: Under Data Protection legislation an individual has the right to access personal data that is held by a business. If you wish to access your data, you should submit a subject access request. For details of this right, see https://ico.org.uk/for-the-public/personal-information/. We confirm that when processing data on your behalf we will comply with the provisions of the Data Protection Act 1998 and subsequent legislation. The Company is a Data Controller of all personal data.
21. Governing Law and Jurisdiction: These terms and conditions shall; be governed by and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the terms and conditions and any matter arising from these.