TERMS AND CONDITIONS OF SALE OF WEBSITES AND OTHER DIGITAL SERVICES
THESE ARE THE STANDARD TERMS AND CONDITIONS REFERRED TO IN THE FOREGOING CONTRACT BETWEEN SUBLIME MEDIA LTD AND THE CLIENT
1. DEFINITION OF TERMS
- Sublime Media Ltd – having its principal place of business at 36 Victoria Street, Earls Barton, Northants NN6 0LJ, aforesaid
- The Client - the entity which enters into a contract with Sublime Media Ltd
- Domain Name - the root address of a website, e.g. www.webaddress.com. All such names must be registered with the appropriate naming authority, which will usually charge a fee.
- 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.
- 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.
- Search Engine - a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
- Website - a collection of web pages and associated code which forms an integrated presence.
- The Work, The Project - the subject matter of the contract between the Client and Sublime Media Ltd.
- Maintenance - the subject matter of website maintenance between the Client and Sublime Media Ltd.
- Web Design Packages - a list of predefined selected features in which a Project includes
A non refundable deposit of up to 35% (unless stated otherwise in the quote / proposal) of the total fee payable under the contract is due immediately upon the signing of the contract. The remaining balance 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 Clause 4.4 Rejected Work hereof. Sublime Media Ltd reserves the right not to begin the Work until the said deposit has been paid in full. The fee quoted in the contract does not include the cost of domain registration, hosting set up fee or hosting unless specified otherwise.
Maintenance, if included in the contract, shall be on a month to month basis, with a minimum of £49+VAT payable in any month where updating is necessary. Fees will be assessed on an hourly basis at £30+VAT per hour or part thereof. Search engine re-submissions, other than the original submission included in the contract fee, shall not be included in the maintenance fee.
Web Design Package Fees
A minimum contract length of 12 months of Direct Debit payments, as agreed, is required after which 30 days notice is required prior to cancellation.
Sublime Media Ltd can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client's Website, although Sublime Media Ltd will endeavour to ensure that Website downtime is kept to a minimum. Average uptime of our servers is approximately 99.98% per annum.
Maintenance and Correction of Errors
Sublime Media Ltd takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) attributable to Sublime Media Ltd will be corrected free of charge, but Sublime Media Ltd reserves the right to charge a reasonable fee for correction of errors for which Sublime Media Ltd 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 Sublime Media Ltd by the Client.
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.
Under no circumstances will Sublime Media Ltd 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 minimize possible losses as a result of software failure.
Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. Sublime Media Ltd 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.
Search Engine Listings
Sublime Media Ltd does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not Sublime Media Ltd 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. Sublime Media Ltd does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.
4. COMPLETION OF WORK AND PAYMENT
Completion of Work
Sublime Media Ltd warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. Sublime Media Ltd will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. Sublime Media Ltd will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.
Supply of Materials
The Client is to supply all materials and information required for Sublime Media Ltd 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, Sublime Media Ltd 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, Sublime Media Ltd has the right to invoice the Client for any part or parts of the Work already completed.
Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Sublime Media Ltd, 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 Sublime Media Ltd 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 65% 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.
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by Sublime Media Ltd to remedy any points reported by the Client as unsatisfactory, and Sublime Media Ltd considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and Sublime Media Ltd can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
Upon completion of 7 day review period, Sublime Media Ltd will invoice the Client for the 65% 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 21 days of the date that the invoice was issued.
Remedies for Overdue Payment
If payment has not been received by the due date, Sublime Media Ltd has the right to suspend ongoing work for 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, Sublime Media Ltd 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 web site from the Internet, Sublime Media Ltd does not remove the Client's obligation to pay any outstanding monies owing.
5. INTELLECTUAL PROPERTY
Offers and Proposals
Offers and proposals made by Sublime Media Ltd to potential clients should be treated as trade secrets and remain the property of Sublime Media Ltd. 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 Sublime Media Ltd. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
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 Sublime Media Ltd for inclusion on the Website. The conclusion of a contract between Sublime Media Ltd and the Client shall be regarded as a guarantee by the Client to Sublime Media Ltd 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 delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of Sublime Media Ltd and indemnifies the same from any claims or legal actions however related to the content of the Client's site.
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify Sublime Media Ltd, 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.
Once Sublime Media Ltd 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.
Any code that is not freely accessible to third parties and not in the public domain, and to which Sublime Media Ltd 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 Sublime Media Ltd. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which Sublime Media Ltd or their suppliers owns the copyright. Sublime Media Ltd acknowledges the intellectual property rights of the Client. Information passed in written form to Sublime Media Ltd, 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
Right to Terminate
Sublime Media Ltd reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
Events Beyond the Control of Sublime Media Ltd
Sublime Media Ltd 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 Sublime Media Ltd.
Supply and Pricing of Services
Sublime Media Ltd 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.
This Agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Sublime Media Ltd and the Client. The said contract is void where prohibited by law.
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.
Change of Terms and Conditions
These terms & conditions may change from time to time. The Client will be informed of revisions as and when they are issued.
Standard Terms and Conditions v1 31 January 2014
TERMS AND CONDITIONS OF SALE OF PHYSICAL GOODS
- 1.1 “Buyer” means the organisation or person who buys or agrees to buy the Goods from the Seller;
- 1.2 “Buyer’s Purchase Order” means an order for Goods by the Buyer and acknowledged by the Seller in accordance with clause 2.2;
- 1.3 “Contract” means the contract between the Seller and the Buyer for the sale and purchase of Goods incorporating these Terms and Conditions;
- 1.4 “Goods” means the articles that the Buyer agrees to buy from the Seller;
- 1.5 “Price” means the price for the Goods/Services excluding VAT (if applicable) or any carriage or postage;
- 1.6 “Due Date” means the date any invoice becomes payable in accordance with these Terms and Conditions;
- 1.7 “Seller” means Sublime Media Ltd, 14 Mallard Close, Earls Barton, Northampton, NN6 0JF;
- 1.8 “Terms and Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;
- 1.9 It is expressly understood that neither the Buyer nor the Seller are Consumers, as defined by the Unfair Contract Terms Act 1977;
- 2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods and/or Services by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions that the buyer may purport to apply under any purchase order, confirmation of order or similar document.
- 2.2 All orders for Goods and/or Services pursuant to these Terms and Conditions and shall only be accepted by means of the Seller’s standard acknowledgement form.
- 2.3 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3 PRICE AND PAYMENT
- 3.1 The Price shall be that as quoted by the Seller, subject to price amendments, or such other price as the parties may agree in writing. The Price is exclusive of VAT or any carriage or postage costs.
- 3.2 Payment of the Price and VAT and any other applicable costs shall be due by the end of the month following the month of Invoice supplied by the Seller. If a specific item or items remains unpaid by the Due Date the charges detailed in Schedule A attached to these Terms will apply, in accordance with the EC Directive no. 2000/35/EC. If it becomes necessary to employ a third party to collect the overdue account, all invoices will become due and payable immediately and will be treated as overdue items, with appropriate charges applied. In addition all of the third party’s charges will be added to the account for collection. Should this action be taken, all credit will be withdrawn and future work will be completed on a proforma basis.
- 3.3 Prior to a credit account being agreed, the Buyer must complete a Credit Account Application Form. The Credit Limit will be set by the Seller, and must be adhered to. If this Limit is exceeded, then payment will be required to bring the account back to within the Limit set.
All quotations are subject to trial and are valid for two months.
5 THE GOODS/SERVICES
All goods supplied to us for finishing will be supplied and charged for unless the Buyer clearly states on the purchase order that no overs are to be completed. With any order though, we cannot be responsible for up to 5% of overs.
6 DELIVERY OF THE GOODS
6.1 Unless otherwise agreed, delivery of the Goods shall take place at the address specified in the Buyers Purchase Order on the Delivery Date and the Buyer shall be deemed to have accepted the Goods upon their delivery. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The Delivery Date specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the Contract.
6.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
6.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation by the Seller. The Buyer must notify the Seller of the damage within 24 hours of delivery.
6.5 The seller offers a free collection and Delivery Service subject to quantity and Location. Please ring for further details.
6.6 If the account is operated on a Proforma basis, the Seller will advise the Buyer the previous day of the amount of the cheque to be collected. If this cheque is not ready when the Seller attempts delivery of the Goods, then the Seller is entitled to return the Goods back to the premises of the Seller, and the Buyer will shall be liable for any expense associated with such return and subsequent storage.
7.1 Title to the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods, but the risk does pass upon delivery of the Goods.
Where the Goods have been finished by the Seller in a defective manner, the Seller shall re-finish the Goods free of charge, and credit the initial Invoice, subject to the following conditions:
8.1 the buyer notifying the Seller of the defect within 5 days of the defect becoming apparent;
8.2 such notice being served within 14 days of delivery;
8.3 the Seller requires the return of any queried work for inspection, prior to entertaining any claim for credit;
8.4 the defect being due to the faulty finishing materials or workmanship of the Goods by the Seller;
8.5 the Seller is not liable for any faults with regard to the printing or incorrect finishing instructions being given by the Buyer at the time of Order.
9 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, or terrorism.
If any Court of competent jurisdiction holds any term or provision of these Terms and Conditions invalid, illegal or unenforceable for any reason such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid or unenforceable provision eliminated.
11 GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and construed in accordance with the Law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.
Our Terms for Payment are 30 days from the end of the month of invoice.
1. Day 3 (approximately) each month we send out statements showing current and overdue balances with details. The overdue amounts are payable by return and at the very latest by the last working day of that month.
2. If payment has not been received at this point we send an Overdue Account letter, advising the customer that payment is required within 7 days. At this point we reserve the right to apply the statutory penalties enshrined in Sections 5A and 6 of the Late Payment of Commercial Debt (Interest) Act 1998 and any other penalties that may be introduced by statute from time to time.
3. In the event that there is no payment at the end of seven days, we will send the seven-day letter supplied by our Debt Collection Agency, and make a charge of £5.00 to cover our costs. A copy of the letter is faxed to our debt collection agency.
4. Should no response be received from the customer, we will instruct our debt collection agency to effect Full Recovery of all outstanding money and to debit their fees to the customer.
5. All credit facilities are withdrawn at this point and no future credit will be extended.