PROJECT DESCRIPTION, INSTRUCTION OF REQUIREMENTS AND PROVISION OF CONTENT
1. We are responsible for providing the Services agreed by Us in writing before We begin Your Project. You are responsible for correctly providing all of the necessary information and material required for Your Project before We begin Your Project in a structured, organised format which does not require Us to edit, clean up or organise any of it. This includes but is not limited to Your requirements, text content, images, logo and website and hosting login details where necessary. You agree to carefully check all of Your requirements and proofread all content before You provide it to Us. We follow requirements and add content as specified to Us by You. You agree to accept full responsibility for all errors, omissions and/or misinformation.
2. You agree to provide Us with the requirements and content as above leaving sufficient time to enable Us to perform the agreed Project.
3. You agree to pay extra fees charged at Our Hourly Rate for time spent for all changes requested, requirements provided, material provided, technical errors and/or technical items requiring change and all extra resulting communication after We begin Your Project.
4. In the interests of Service quality, timeliness and efficiency, We shall liaise with a maximum of one client per Project. You agree to pay extra fees charged at Our Hourly Rate for time spent if You have requested Us to liaise with more than one person and as a result, conflicting or additional requirements are given or extra time must be spent on the Project.
5. You agree to provide all information mentioned above in a digital format, i.e. computer files.
6. You agree to pay extra fees charged at Our Hourly Rate for time spent if We are required to convert items into computer format, including but not limited to scanning, photography and converting files.
7. You agree that You have seen Our prices and Hourly Rate before We begin Your Project.
INTELLECTUAL PROPERTY RIGHTS OF MATERIAL PROVIDED BY YOU
8. You declare that You have all of the necessary rights to use all of the material that You provide for use in all Services provided by Us to You. These rights include but are not limited to trademarks, copyright material and intellectual property (including but not limited to Domain Names, images and text).
9. It shall be solely Your responsibility to obtain in advance the explicit written consent of the applicable owner(s) of all material that You wish to use for which You do not have the necessary rights, to in order to avoid legal action being taken against You and/or Us.
10. You shall accept full responsibility in ensuring that all users of all Services provided by Us to You shall comply with all the above mentioned intellectual property rights.
11. You acknowledge that if You are short of material for Your Project, We can edit, create and/or purchase content for Your use in exchange for extra fees charged at Our Hourly Rate for time spent plus expenses.
INCLUSIONS
12. Where a Domain Name (or multiple Domain Names) is included in the Price of a Web Site, this is for a maximum term of 12 months from the first time We register the Domain Name. For the Domain Name, you shall pay the price that we pay plus a markup that usually does not exceed 15% plus time spent to administrate the renewal which shall be charged at our Hourly Rate at the time of re-Order. Domain Name Terms & Conditions apply.
13. Where Web Hosting is included in the Price of a Web Site, this is for a maximum term of 12 months from the first time We begin the Web Hosting.
For the Web Hosting, you shall pay the price that we pay plus a markup that usually does not exceed 15% plus time spent to administrate the renewal which shall be charged at our Hourly Rate at the time of re-Order. Web Hosting Terms & Conditions apply.
ESTIMATES
14. A free estimate may be provided for Your Project at Our sole discretion although We reserve the right to charge extra fees charged at Our Hourly Rate for time spent. In such circumstances, You shall be notified of such charges before work on the estimate begins. Estimates may include prices for third-party items used in Your Project that are payable in a foreign currency and You understand that all prices given in estimates by Us can therefore vary from the actual price at the time of payment due to reasons including but not limited to exchange rate fluctuations and/or related fees and/or charges and You understand that this is beyond Our control and You agree to pay the actual amount if different. If the actual price is less than that given on the estimate and You have overpaid, You shall be due either a refund or credit against further work (as You instruct Us).
ESTIMATE VALIDITY
15. Each estimate is valid for a period of thirty days from the date and time it is first sent.
MEETINGS
16. Your Project shall be carried out with data being exchanged by E-mail. Meetings shall incur extra fees charged at Our Hourly Rate for time spent plus expenses including but not limited to taxi fares and aeroplane tickets purchased in order to reach such meetings.
17. If We visit Your premises and You do not have the required functional equipment, hardware and software required to carry out the relevant tasks, fees shall still apply as stipulated under the Terms & Conditions.
EXTRA TASKS REQUIRED
18. If extra tasks need to be undertaken specially to achieve Your requirements, extra fees charged at Our Hourly Rate for time spent shall apply, including but not limited to installing and uninstalling software and meeting legal requirements.
DEADLINES
19. Deadlines are quoted in good faith. We endeavour to have all Projects ready for deadlines. However, You agree that We shall not be held liable if deadlines are not met, particularly if We are delayed due to circumstances beyond Our control.
DELAYS
20. Production may stop and delays may result from Your lack of activity or inactivity, particularly if You fail to fully provide Us with the items specified in PROJECT DESCRIPTION, INSTRUCTION OF REQUIREMENTS AND PROVISION OF CONTENT.
CANCELLATION
21. We reserve the right to cancel all Orders without refund at Our sole discretion, including but not limited to if You fail to provide the content as requested in PROJECT DESCRIPTION, INSTRUCTION OF REQUIREMENTS AND PROVISION OF CONTENT within 14 days of Our initial request or if You demand revision of Your Project which We deem unreasonable at Our sole discretion.
THIRD PARTY SERVICES
22. If the Services which We provide to You make use of any third party service(s), You agree to also abide by all the Terms & Conditions and all other requirements of the third party service providers.
23. We have no control over any third party services, how and whether the services function, changes made to the services, or changes made to the third party services providers' Terms & Conditions and requirements. We do not guarantee that these shall not change, and We shall accept no liability for such changes. If extra work must be carried out by Us resulting from third party services changing, not functioning, changes to the third party service providers' Terms & Conditions or requirements or any circumstances beyond Our control, extra fees charged at Our Hourly Rate for time spent shall apply.
24. It is solely Your responsibility to read the Terms & Conditions and all other requirements of third party service providers at regular intervals, including but not limited to those listed below:
Google Accounts (and general) Terms of service
Google Mail Terms
Google Maps API Terms
Google Translate
Google Checkout
PayPal
Skype
Social Bookmarking service providers
Providers of information from external sources, including but not limited to other websites
25. It is solely Your responsibility to ensure that You and all users of all Services and services provided to You by Us abide by the Terms & Conditions and all other requirements of third party service providers.
SERVICES IN LANGUAGES OTHER THAN ENGLISH
26. Certain character sets may involve unexpected technical complications (caused by factors beyond Our control) which may result in extra work to fix, including but not limited to Arabic and Hebrew writing systems which go from right to left and Japanese characters which in certain circumstances require extra processing. You agree to pay extra fees charged at Our Hourly Rate for time spent if the Services You have Ordered require extra work of this nature.
27. We reserve the right to cancel or refuse Your Project without refund if the required result is impossible to achieve due to such technical complications.
EQUIPMENT AND INSURANCE
28. We make every reasonable effort to look after all items which You provide to Us in Order to carry out Your Project, including but not limited to equipment. However We shall not be liable for the loss, theft, robbery, damage, failure, breakdown or any other problem with any of Your items.
29. It is solely Your responsibility to ensure that adequate insurance has been taken out before providing Us with said items to protect said items in the event that any such problem(s) occurs.
SECURITY
30. Security settings for Our Services follow what We deem at Our sole discretion to be reasonable. You must ask Us before We begin Your Project if You require any special security measures or configurations.
FUTURE CHANGES, SUPPORT AND MAINTENANCE
31. Changes, maintenance and support for Services provided by Us which are required after starting Your Project shall be provided for extra fees charged at Our Hourly Rate for time spent. This includes but is not limited to changes, updates, add-ons and security patches.
32. Certain security updates are necessary for Services provided by Us (particularly web based services), including but not limited to e-commerce Web Sites (which involve payments) and content management systems. We reserve the right to decide at Our sole discretion on a case-by-case basis how and whether such updates may affect system security and whether their implementation is required. If required, implementation shall be charged at Our Hourly Rate for time spent. If You refuse implementation and that could affect Server security, We reserve the right to terminate the Service in question without refund at Our sole discretion.
WEBSITE FUNCTIONALITY
33. Every Web Site and Web Page provided by Us requires use of Web Hosting and at least one Domain Name in order to function correctly. Thus Web Hosting Terms & Conditions and the relevant Domain Name Terms & Conditions are also applicable to all Services provided by Us which make use of the World Wide Web or internet.
WEBSITE SECURITY MEASURES
34. We shall only provide Web Sites (or Web Page(s) where agreed between You and Us) which use Domain Names and Web Hosting provided by Us, as We are unfamiliar with the security measures implemented on Servers not used by Us and Domain Name administration processes of other parties. If You already have any Domain Name or Web Hosting which is not provided by Us, We shall transfer the Domain Name to Us and transfer the content to Our Servers for Domain Name fees plus Web Hosting fees plus fees charged at Our Hourly Rate for time spent carrying out the transfer(s). We are not liable for any charges payable to other companies in order to release, unlock or transfer Your Domain Name(s), Web Hosting or the like. Note that transfers of new Domain Names between registrars can take 60 days. We exercise no control over this as it is an industry rule. We shall not be liable for this period of waiting, for delays caused by other parties or for losses arising as a result.
SEARCH ENGINE OPTIMISATION
35. Although We make every reasonable effort, the time taken to see the results of search engine optimisation work can vary significantly. We do not take commonly used shortcuts which We believe would temporarily increase search engine ranking positions quickly, but then have an adverse effect on Web Site or Web Page ranking(s) in the long term (this is a common occurrence in the industry). Search engine ranking position of Web Sites and Web Pages are based on complex algorithms which are not disclosed to the public, and which are changed by the Search Engine companies at their discretion. Thus no results are guaranteed with regards to search engine ranking position. You understand that in general, work required to obtain and maintain a search engine ranking position for a given keyword or keyphrase will usually increase or decrease along with the level of competitiveness.
36. You acknowledge that if previous SEO work has been carried out on Your website whether You requested it to be done or not that said SEO work could have an effect when Google’s algorithms are updated. If so, the standard time frame expectations for SEO work may no longer be valid and You agree that the contract may need to be reassessed to add remedial works.
37. Google and other major search engines do not publish their algorithms and evaluation methods or make these accessible to third parties therefore We do not claim to have such data. We do take into account information published by Google and major search engines and use this in conjunction with past SEO experience including observations on thousands of keyphrases that We have optimised. Where We provide recommendations based on large volumes of data that would not be feasible to review manually in their entirety, these recommendations are based on estimations based on reasonable assumptions. So far, Our assumptions always have yielded better results than We originally thought possible.
38. While We provide only unbiased information to You, You agree that You have independently assessed the services We provide before entering into any contract with Us.
VIDEO, AUDIO PRODUCTION & WEB SOFTWARE
39. All video, audio, software and web software Services must be fully paid for in advance for the amount stated in the estimate provided. If the costs of Projects in these categories are to exceed the estimated Price, the extra estimated balance is payable immediately upon discovery of the change in Price.
EXTRA FEES
40. For all Services We provide, 50% of the estimated extra fees which were not anticipated before starting the Project(s) plus all expenses are payable immediately unless We have stated otherwise elsewhere in the Terms & Conditions.
LICENSE AND INTELLECTUAL PROPERTY RIGHTS
41. The Services We provide shall not be reverse engineered, decompiled, recompiled, modified, licensed, re-licensed, sub-licensed, re-distributed, sold, re-sold, assigned, transferred or given away by You or Your assigns under any circumstances.
42. Web Services provided to You by Us are licensed for use on a maximum of one Domain Name. You must purchase the Services once more per additional Domain Name at which you wish to use the Services. This includes but is not limited to Web Sites and Web Pages.
43. Software provided to You by Us is licensed for use in a maximum of one company or one subsidiary of a company. You must purchase the software once more for each additional company and subsidiary that uses the software.
44. Web Pages, Web Sites and Services provided by Us shall carry Our name and logo at the bottom of every Web Page (or every screen for software). In the event that We make a special arrangement to allow editing of the source code, You agree to ensure that Our name and logo shall not be removed, and that You shall be liable for all costs of restoration of Our name and logo if they are removed.
45. All documents, files and the like provided by Us to You are and shall remain solely Our intellectual property and it is strictly forbidden to share any of them in part and/or in full without Our prior written consent and You agree to pay an extra £175 to Us for each party that receives each instance of each such document where for the purposes of this specific clause each worksheet shall count as one document and You agree to be liable for each instance of each party that received each document as defined in this clause from each party with whom You shared the document(s) and every other entity that received, is receiving and shall receive each such document whether directly or indirectly and regardless of whether any of the shared document(s) have been modified. These documents include but are not limited to those We have named named “Name List”, “Project Contacts”, “Social Media Profiles”, “Website Elements” and “Video List” and any other name(s) used to refer to them.
46. Of the Services provided by Us, the logo, text content, literature, images (images are licensed only for single use as in the Services We provide), graphics, photos, animations, videos, music, audio, sounds and media which have been prepared specifically for You shall be the Your intellectual property. The markup (including html, xhtml and xml), code, source code, scripts, software, Terms of Use text, remaining content and all other items not mentioned in this clause and all the intellectual property of Ipro Digital (including but not limited to Our logo, business name, website and literature) shall remain the intellectual property of Ipro Digital. All third party trademarks, intellectual property rights, services, content and the like shall continue to belong to the respective owners. All "open source" code licenses shall remain as originally licensed.
47. For reasons of security and for protection of Our intellectual property rights, access to the actual code for Web Page(s) and Web Site(s) shall not be made available UNDER ANY CIRCUMSTANCES. This includes but is not limited to markup, source code, scripts and all other code. This means that Web Page(s) and Web Site(s) provided by Us shall not be edited by anybody except Us. You must notify Us IN ADVANCE if You (or anyone acting on Your behalf) will require the markup, source code, scripts or access to any of these items as We shall either charge a significantly higher Price or refuse such requests outright.
COMPLIANCE
48. You accept full responsibility in ensuring that all users of the Web Page(s) and Web Site(s) provided to You by Us comply with the Terms & Conditions, including but not limited to where content can be submitted. You agree that all such content shall be fully monitored and moderated by You.
49. Neither We nor Our suppliers or service providers or licensors shall be liable under any circumstances for content transferred to, held on or transferred from any Web Site(s), Web Page(s) or any other networks.
50. You agree that none of the Services provided by Us to You shall be used for any illegal, immoral or irresponsible activity, including but not limited to the activities discouraged and prohibited in Our Web Hosting Terms & Conditions.
51. Our General Terms & Conditions also apply regardless of which Services You have Ordered from Us. The full list of Terms & Conditions is located at the Terms & Conditions page of Our Website.