These terms and conditions are set out between “you” (the client) and “us” (CyberPear Websites).
They are set out in relation to any product or service we provide (referred to as the “project” or “service”).
These Terms and Conditions are subject to change.
0. Document History
|Version 1||26th February 2019||Initial version|
|Version 2||13th August 2019||Simplified texts for readability|
|Version 3||16th August 2019||Added “Data” section, and reference to Date Processing Agreement|
|Version 4||28th August 2019||Added “Information Disclaimer”|
1. Changes to requirements
You may request reasonable changes before the delivery of requested work. Where possible we will accommodate the requested change at no extra expense.
If the change will result in further expense then we will provide an updated estimate. You can then either withdraw the proposed change or agree to pay the expense.
2. Design Services
2.1 Provision of materials
We will request the necessary materials from you for us to complete the project. These will need to be provided in a suitable format.
If you are unable provide suitable materials in time, we may implement a suitable alternative to avoid delay. You may be subject to extra charges to change what we have implemented.
2.2 Legal right for inclusion
Both parties must ensure that they have the legal right to use any materials that they provide. This includes all text, graphics, photos, designs, trademarks and artwork.
Neither party will hold the other responsible for claims arising from the materials they provided.
2.3 What we will own
We create and customise designs based on your specific requirements. As most design work shares characteristics, we will continue to own any and all template designs that we may create as a result of work we do for you. This includes, but is not limited to, ideas, inventions, products, derivatives or other information.
You cannot resell our materials.
2.4 What you will own
On receipt of payment you will own the overall design created for the project. Any individual or reusable elements created in relation to the project will be owned by us, and will be licensed to you for use in the project. This does not include design elements owned by 3rd Parties, which have their own licences.
You keep ownership over the text, photographs and other materials that you provided.
2.5 Design Preview
To offer competitive prices, we do not normally provide up front design concepts or mock-ups. We create designs based on what is appropriate for your website and budget. If possible we will accommodate feedback as part of “Changes to Requirements” and our ongoing collaboration with you.
2.6 Technical Restrictions
We may not be able to deliver specific and exact details of your requirements due to budget and technical restrictions. For example, you may request a specific layout which wouldn’t be possible due to variations in screen sizes. Where possible we will deliver a suitable, alternative solution to address the underlying need.
If you need a specific implementation then this may result in delays and extra charges.
2.7 Website Browser compatibility
Any work completed may appear differently across browsers and devices. This is due to the differences in the capabilities of different devices and software. We try to ensure that a user’s experience is appropriate to the capabilities of a browser or device.
When appropriate we test our work in the following browsers:
- Google Chrome on Windows and Ubuntu (various screen sizes)
- Google Chrome on Android
- Microsoft Edge on Windows
- Pre-set emulated mobile devices on Google Chrome
Supported browsers may change as the browser landscape evolves or our equipment changes
We don’t test or support older browsers unless otherwise agreed. If requested, we can provide a separate estimate for supporting such browsers or devices.
2.8 Website Accreditation Note
We include a small accreditation note in the design of the websites we create. This helps us to provide competitive prices by reducing marketing costs. The accreditation will include our name and a link to our website.
We may update or remove the accreditation note without notice. Such cases include a change of business name, web address, or the website is modified to a level that we think is no longer representative of our work.
You must notify us of any changes to the design of the website we created for you. Where we are unable to do so ourselves, you must update or remove the accreditation on our request.
The accreditation note cannot be removed without prior agreement from us.
2.9 Design Portfolio
We reserve the right to reference any materials we produce for you as part of our work portfolio. You can opt out but this may incur an increased cost to compensate the loss in marketable materials.
3. Technical Services
3.1 Management of content
We are not responsible for updating text, images, videos or similar once the project is complete.
Content management plans can be provided for extra cost on request.
3.2 Technical support
We do not guarantee technical support for a website after the project is complete.
Technical support plans can be provided on request for extra cost.
3.3 Website Hosting Management
3.3.1 Where you provide the Web Hosting
You must ensure that we have the access needed to setup and install you website. It is also your responsibility to ensure the equipment being installed on is suitable.
After installation, updates and management of the server will be your sole responsibility.
If you cannot provide the necessary access for installation for the time we need, we will provide you with the project materials. In this case:
- You will need to then be responsible for installing the project yourself.
- We only provide simple installation instructions intended for someone with appropriate skill set. We don’t provide technical support for installations, unless otherwise agreed.
- We will not be responsible for any issues as a result of incorrect installation.
We do not guarantee that we will keep copies of any assets used. Once the project is installed on your servers you are then responsible for it.
3.3.2 Website hosting managed by us
We use 3rd party hosting companies and are bound by conditions set out by them, including pricing changes. As such we are not liable for changes made by that company that are out of our control.
We may take action if you’re website exceeds what we consider as reasonable usage for you hosting option. We may need you to upgrade your package which may incur extra costs. Exceeding reasonable usage includes but is not limited to:
- Heavy traffic as a result of a high rate of visitors to your website
- High usage of storage space through uploading high resolution image, video or audio files
Domains names & DNS
Where we manage the hosting, we reserve the right to move your website to different web servers or platforms. Where we manage the DNS settings, in most cases this will have no impact on your website. In certain circumstances there can be a small amount of website downtime.
Where we do not manage the DNS settings, we may need you to update the relevant configuration to do this. You will need to apply such changes based on our instruction. We will notify you if this needs to be done and when by. This typically involves updating the IP address associated with a domain.
We do not provide website backups beyond that provided by the 3rd Party Hosting provider unless otherwise agreed.
4. Limitation of Liability
4.1 Our Liability to You
We carry out our work using good industry practices. We do so at the standard expected from a qualified person with relevant experience. We cannot guarantee that our work will be error-free, as such we are not be liable to you for resulting damages. This includes the loss or profits or savings. Regardless to whether they are incidental, consequential or special damages. This applies even if you’ve advised us of them.
4.2 Your Liability to Us
Your liability to us is limited to the amount of fees payable under this contract. You are not liable to us or a third-party for damages. This includes the loss of profits or savings. Regardless to whether they are incidental, consequential or special damages. This applies even if we’ve advised you of them.
You agree to pay us on time. Payment is due when the work is complete, but before delivery. Materials are provided or installed as agreed after payment is completed.
At our discretion we may install or deliver the materials in good faith before payment.
Some services are time limited and will be subject to renewal. Payments for these are subject to the same conditions set out in the “Late Payment” section.
5.2 Late payment
5.2.1 Withdrawal of services
You must notify us as soon as you become aware that you might not be able to pay on time. In the event of late or failed payment, we have the right to stop or withdraw services that you have with us.
For example, if you have not paid hosting fees, we have the right to remove your website from our servers until we receive payment.
Late renewals will be back dated to the payment due date.
5.2.2 Reinstatement Fees
When we have received payment we will reinstate the services. You may incur extra fees to cover the cost of reinstating your services.
Some services or data may not be recoverable, such as personal data deleted under the Data Processing Agreement.
5.2.3 Late Payment Fees
Late payment fees are applicable after 14 days of late payment, and are at a 2% cumulative charge per day.
Some services are provided for a limited time and are subject to renewal. Although we try to keep our prices competitive, they are subject to change, particularly as the result of external factors. We base estimates on our latest rates which can vary. So costs may vary between estimates for similar work.
You are responsible for all data processed by you or on your behalf through our systems and services. Processing includes, but is not limited to, storage, transfer, manipulation and collection.
7.1 Data Backups
You are responsible for ensuring the maintenance of adequate back up copies.
If you need extra functionality to do so, then you can request that we add this functionality. We will provide an estimate for the cost of such work.
7.2 Personal Data
You are responsible for all Personal Data collected by you or on your behalf, unless otherwise agreed.
This includes Personal Data that is a result of a relationship that you have with the Data Subject. As such, you are responsible for any legal obligations such as the GDPR.
7.3 Data Processing Agreement
Where we process Personal Data on your behalf, you agree to our Data Processing Agreement. You do so in extension to this Terms and Conditions document.
8.1 Termination by You
You can end this agreement early if you change your mind about what you want or aren’t happy with the direction our work is taking. When you do so you agree to pay for everything delivered to date, plus the time spent on work in progress so far.
Although discretionary discounts may be applied to specific elements of the project, they are normally based on the agreement as a whole. As such early termination may void any discretionary discounts applied. As a result, you may be subject to pay the full, non-discounted amount on work completed to date.
Any deposits you have paid will not be refundable if you end the agreement early. If the amount owed for the work completed exceeds any deposit paid you will only need to pay the difference.For example, if you end the contract early with a £500 deposit, and you owe £750 for the work completed to date, you will only need to pay £250.
8.1.3 Cancellation of Services
Services paid up front are not refundable. If you decide to cancel individual services, you can do so before they have begun. This may void any discounts applied to your quote or estimate. Services that have started are not refundable.
8.1.4 Forced termination
In the event that we cannot continue the project due to your actions then we will consider you to have terminated the agreement. This includes failure to reply to correspondence, refusal to cooperate or non-payment.
8.2 Termination by us
If we end the agreement, we will provide any completed work and receive payment for all work completed to date.
8.2.1 Asset Transfer
If you want us to transfer any assets on termination there may be extra charges to cover the costs of doing so. Assets include, but are not limited to, domain names, database contents, media and source code.
Some assets may not be transferable due to technical restrictions or licensing issues. This may cause the project to no longer function, in which case you will need to pay us or a 3rd party to resolve.
8. Legal Terms
If any aspect of these terms or any other agreements made are found to be invalid, illegal, or unenforceable, then that aspect will be deemed severable from these terms and the agreement and will not affect the validity and enforce-ability of any remaining provisions.
8.2 Transfer of Services
Any services provided are in conjunction with the work that we have done for you, and are not transferable.
We only support work that we have completed and our services are not transferable to work created by others.
For example, you cannot reuse the hosting services you have with us, to host a website created by or maintained a 3rd party.
8.3 Disclaimer of Warranties
We do not guarantee that the services or products we provide will result in an increase in profits, sales, exposure, brand recognition, or the like.
We are not responsible if the product or service does not lead to your desired result(s).
8.4 Force majeure
A Force Majeure Event is any event that arises which is beyond the reasonable control of the affected party. This includes any industrial disputes, government regulations, fire, flood, disaster, civil riot or war.
A party who becomes aware of a Force Majeure Event that is likely to cause any failure or delay in performing its obligations under this agreement will inform the other of the estimated period for which such failure or delay will continue.
The affected party will take all reasonable steps to mitigate the effect of the Force Majeure Event.
9. Information Disclaimer
Any advice that we provide is for general information purposes and guidance only. Any information provided is to the best of our knowledge and based on our own experiences.
We make no guarantee of the information provided. We are not legal experts, and it is your responsibility alone to ensure that you operate in a lawful manner.
Any reliance you place on the information we give is at your own risk.