Terms and Conditions
1.1 The following terms shall have the following meanings:
• “Fee Earner” those responsible for the creation and management of your project.
• “Alpha Version” a non-Beta Version of the Website Developed in accordance with the Specifications.
• “Beta Version” a Beta Version incorporating the required changes to the Alpha Version.
• “Parties” PoLR Ltd and the Client together.
• “Specifications” the specifications for the Website set out in the Order Form.
• “Develop” the design, write, build and programme the multimedia and internet products.
• “Maintenance Fees” that part of the Fees attributable to the Maintenance Services as set out in the Order Form.
• “Cancellation Fees” the sums payable by the Client in the event that it decides not to proceed with the Package as set out in the Order Form.
• “Final Version” the final version of the Website prepared in accordance with the Specifications and ready for installation on the Internet.
• “Hosting Services” the services required for the Website to be connected to the Internet and to be provided by PoLR Ltd or PoLR Ltd’s nominee.
• “Bug” any fault, error or malfunction in software which materially affects the operation of that software.
• “Virus” a self replicating computer program which is designed to cause or which is likely to cause damage to the user’s files and/or annoyance to the user.
• “Materials” source materials provided by the Client to be incorporated where appropriate in the Website during its development including without limitation those listed in the Order Form.
• “Intellectual Property Rights ” Copyright, Design Right, Registered Designs, Trademarks, Patents, and Confidential Information and Ideas and Moral Rights and all other rights whatsoever of a like nature world wide whether those rights are registered or not.
• “Maintenance Services” the services for the maintenance of the Website as more specifically described in the Order Form.
• “Website” the interactive, computer based online information transaction and communication product or service accessible and operated via a telecommunications connection to the internet whose Development shall be in accordance with the Specifications.
2.1 These terms and conditions, should be attached together with the letter of engagement, a quotation and an order form (”the Order Form”) which together with these Terms and Conditions will form our agreement with you (the “Client”) to carry out the work referred to in that letter by us (“PoLR Limited). This contract will constitute the entire agreement between the Client and PoLR Ltd; and shall not be varied unless specifically agreed in writing and signed by the Client and PoLR Ltd and will apply to the exclusion of all other terms or conditions of contract which the Client may
2.2 When the client receives the form and accepts the services he is offering to buy the specific internet package involving the provision, development, hosting and maintenance of an internet website as described in the Order Form (“the Package”) on and subject to these Terms and Conditions.
2.3 When PoLR Ltd commences work on the Package for the Client it is accepting the Client’s offer to purchase the Package for the fees stated on the Order Form which includes VAT (“the Fees”), on and subject to these Terms and Conditions.
3. Quality Service :
In all our dealings with our clients we aim to provide a high quality service, to find out what our clients want, and achieve it. We try to work quickly and efficiently, and we hope you find us friendly and approachable. At the end of the transaction we hope you will think our fee represents good value for money. After delivery of the “Final Version”, in addition to the “Project Sign Off” form, we will issue you without a quality assurance feedback questionnaire. We would appreciate if you could complete and return these, in order that we can monitor the service which you received.
4. Contacting Us :
We are open from 9am – 5pm. Our telephones are answered from 9am – 5pm, Monday to Friday. If the person concerned is unable to take your call, or if we are closed for a local or statutory holiday, you can leave a message on our voicemail service. Our fax line is open at all times and we can also be contacted on our E-mail address, at email@example.com.
5. How Long Will It Take :
When we discuss your requirements at the outset we will also discuss time scales and include this in you quotation herein attached. We do attempt to meet these – even to beat them – and always to deal with everything as quickly and efficiently as possible. Please remember that quite often the speed at which work can be completed is affected by the help that we receive from other people. In order to prevent unnecessary delay, we require clients to provide us with as much feedback and textual website content as possible. Failure to do so timeously may result in such delays in delivery.
6. Your Work :
We will always try to do what you want and carry out your instructions. You may tell us what you want by telephone, at a meeting or in a letter. In some situations we may ask you to confirm what you want by letter. Please tell us if you change your wishes. We will tell you what effect this has.
7. Conflict Of Interests :
In general, we will act for two or more parties within the same industry. Please advise us at the outset if you are aware of potential conflicts which may arise. If we decide that we can still act, we will confirm this to you in writing. PoLR reserve the right to make the final decision on whether or not we will act for more than one party in the same industry.
8. Who Will Do Your Work :
You will be given the name of the person who will be dealing with your work on a day-to-day basis. Other people may also help from time to time if we feel this will more effectively progress matters or if they have special expertise that is required. We believe it is very important that you are kept informed about the progress of your work. We will advise you at regular intervals regarding the progress of your work and keep you informed of all significant developments. If you are uncertain about what is happening at any time, please ask.
9. Liability :
Unless we agree otherwise in writing, we shall assume that where we act for more than one person but only one of them tells us what to do, that person has the authority of the other(s) to do so. Every person is jointly and severally liable for all matters relating to the work we do. If you do not understand what this means, please ask us to explain.
10. Private Limited Companies :
If we are given instructions by a private limited company then, unless otherwise agreed with you in advance, it is a condition of our accepting these instructions that the Directors are jointly and severally liable along with the Company for payment of our fees and costs and any interest thereon.
11. Confidentiality :
Information passed to us is kept confidential and will not be disclosed to third parties, unless authorised by you or required by law. The Client may publish or disclose information regarding the work and shall acknowledge the support of PoLR Limited in all such publications. All information contained in this document is strictly confidential and must not be shared with anyone other than for whom it is intended, “the Client”. This includes prices, price breakdowns, methods of working, timescales, private information, design specifications, technical specifications or any techniques used by PoLR Limited.
12. Copyright and Third Parties :
All copyright in documents we produce is reserved to us. Advice given and documents prepared are for your use only and may not be copied or used by any third party without our express written consent. Nor may these be sold or passed on to anyone else. The Client will own the website, designs and logos. However, the client will not remove copyright and/or designer credit from the completed work without the prior written approval of PoLR Limited.
13. Cost :
The basis on which we shall charge you fees for a particular matter will be a lump sum, or will depend on the time spent carrying out the work or on some particular scale of charges appropriate to the type of work. Upon the acceptance of the enclosed quotation, you will be required to pay 50% (FIFTY PERCENT) including VAT of the agreed development fee. Upon completion and delivery of the “Final Version”, an invoice for the remaining balance will be issued. Any outstanding balance will require payment within seven working days of the receipt of an invoice. In relation to SEO and services related to hosting, invoices will be issued at the end of every calendar month. Upon receipt of the invoice, the Client will have seven working days to settle the bill. Failure to do so may result in suspension of the SEO contract until payment is received. If you do not pay our account on time, we reserve the right to stop working for you and to charge you for the full amount of work we have done for you.
In assessing the fees we take into account a number of important factors, including: the value of the transaction, the complexity and difficulty of the matter, the skill, knowledge and responsibility involved, the urgency of the matter and the place where we are required to carry out the work. We are happy to tell you at any time what the fees are to date.
14. Estimates :
Any estimate we give is based on our experience in handling matters similar to the work you have asked us to do. However, no two matters are ever exactly the same and in some situations we may need to revise our original estimate. We will tell you as soon as we can if the work is more complicated or will take longer than we originally thought. If you are given not an estimate but a firm, fixed fee, our fee will not exceed the fixed figure, but because of its inflexibility, a fee fixed in advance may sometimes be higher than a fee charged for the work actually done.
15. Accounts :
We will issue the Client with their account either at the end of a matter or at regular intervals. Payment is due within seven working days of the receipt of an invoice. If not paid within this time we reserve the right to charge interest on the amount overdue at 10% over The Bank of England’s Base Rate prevailing at the time. If you do not pay ourm account on time, we reserve the right to stop working for you and to charge you for the full amount of work we have done for you.
Should you wish to discuss any matter of your project which you are unhappy with, these should be raised in the first instance with the fee earner responsible for your project. If this matter is still not resolved, please contact our Customer Relations Manager Ryan Carlton, firstname.lastname@example.org.
17. Obligations of PoLR Limited:
– complete the Development of the Website.
– provide the Hosting Services where purchased and specifically mentioned on the order form.
– grant to the Client the non-exclusive right and licence to use the Website Materials, this does not allow the client to sell or pass on any documents or materials provided by PoLR Limited.
– provide the Maintenance Services where purchased on an annual basis.
– in order that the Client can advise on site images, PoLR Limited will set up a “lightbox” on “istockphoto” for the client to select from.
The Development shall be as follows:
– PoLR Ltd shall; Develop and deliver to the “Client” the “Alpha Version”;
– Upon delivery of the “Alpha Version”, the “Client” shall request in writing any changes required to the “Alpha Version” after which period PoLR Ltd shall inform the “Client” of which amendments it in its reasonable opinion shall consider acceptable, appropriate and technically feasible and PoLR Ltd shall incorporate such amendments into the
– PoLR Ltd shall Develop and deliver to the Client the “Beta Version”;
– Upon delivery of the “Beta Version”, the Client shall within 14 days request in writing any changes required to the “Beta Version” after which period PoLR Ltd shall inform the Client of which amendments it in its reasonable opinion shall consider acceptable, appropriate and technically feasible and PoLR Ltd shall incorporate such amendments into the “Final Version”.
17.1 By the “Client” which go beyond the Specification. Such additional Fees will not be charged without prior written notice.
17.2 PoLR Ltd shall deliver the “Final Version” incorporating the agreed amendments to the “Client”;
17.3 Upon completion and delivery of the “Final Version”, PoLR Ltd shall provide the Hosting Services where purchased and specified. Search Engine Optimisation
Where Search Engine Optimisation has not been agreed as part of the contract the “Client” must be aware that PoLR Ltd are not responsible for ongoing web site promotion.
Should the client require the site to be promoted on an ongoing basis a separate contract for Search Engine Optimisation must be agreed. The order in which websites are ranked in the natural search results is controlled by the search engines and PoLR Limited has no control over this. The Client must be aware that while PoLR Ltd can help to optimise your site initially for this, by making it search engine friendly, it is impossible to make any guarantees on ranking position.
17.4 Upon delivery of the “Final Version” PoLR Ltd shall provide a maintenance contract where purchased. Where no maintenance contract exists PoLR Ltd will charge out agreed work at £40 per hour
17.5 Any additional work after the Final Version will be undertaken only after written confirmation of details of work to be undertaken.
17.6 PoLR Ltd registration includes a cross link scheme executed at PoLR Ltd’s discretion. The “Final Version” will include a discreet ‘designed by PoLR Ltd’ link. Or similar Anchor text in the link leading back to the PoLR website. (This means the link may go to any page of our choice in our website e.g. www.polr.co.uk/seo-services.php, but the readable text on the clients’ website (anchor) may read e.g. ‘Internet Marketing Company’)
18. Obligations of you (the “Client”)
18.1 The “Client” will co-operate with and act in good faith towards PoLR Ltd and provide on request the Materials in the format that PoLR Ltd requests, including all those necessary to maintain the Website and enable PoLR Ltd to carry out its obligations hereunder.
18.2 The Client will not ask PoLR Limited to act in an improper or unreasonable way.
18.3 The Client must advise PoLR Limited of the required domain and access to domains were requested.
18.4 The Client requires to supply PoLR Limited with all copy a minimum of two weeks prior to the agreed completion date.
18.5 The Client will pay all sums due to PoLR Limited in accordance with the time frame which has been agreed in accordance with this document.
18.5 Compliance with Ecommerce, Accessibility or Other Regulations PoLR Ltd design websites in accordance with the Client’s specifications. It is the Client’s responsibility to ensure that the website and its content comply with current online trading laws and regulations.
18.6 We cannot accept responsibility for any failure to comply with laws and regulations related to accessibility, selling online or those related to a specific business or trade. We can research this on the client’s behalf upon request, but in any business where complex compliance issues may exist we recommend that the client takes legal advice from their company lawyer.
18.7 DATA PROTECTION ACT
The Client undertakes that it will not collect data from or via the Website without obtaining the appropriate registration and otherwise complying with its obligations under the Data Protection Act or equivalent legislation and that it will not collect any data from the Website without giving sufficient prior written notice to PoLR Ltd to apply for like registration.
18.8 BETTING GAMING AND LOTTERIES ACT
The Client undertakes that it will not use the Website for competitions within the meaning of the Betting Gaming and Lotteries Act 1963 or the Lotteries and Amusements Act 1976 and the Betting and Gaming Duties Act 1981 without full prior consultation with PoLR Ltd and first obtaining licenses under those Acts or any amending legislation.
18.9 FINANCIAL SERVICES ACT
The Client undertakes that it will not carry on or purport to carry on investment business through the Internet or advertise such services unless authorised to do so under the Financial Services Act 1986 and the Client further undertakes to comply with the provisions of the Financial Services Act 1986 or any other legislation regarding financial services in force at the time of this Agreement or subsequently in all other respects.
18.10 TELECOMMUNICATIONS AND BROADCASTING
The Client undertakes that it will obtain all necessary licences under UK Telecommunications and Broadcasting Legislation and that it will comply in every respect with such legislation.
The Client agrees and accepts that it may be subject to European and UK law on anticompetitive practices including without limitation abuse of a dominant position and concerted practices. The Client undertakes to PoLR Ltd that it will not, in respect of the Package or the Website, enter into any agreement that has as its object or effect the restriction of competition within the UK or Europe nor will it at any time seek to abuse a dominant position within its relevant market, unless such activity is specifically permitted by law.
The Client undertakes that it will obtain all necessary licenses and permissions required throughout the world for any and all activities that it conducts through the Internet and that it will indemnify PoLR Ltd against all actions, claims, costs (including legal costs and expenses properly incurred), damages, demands or liabilities brought against or suffered by PoLR Ltd as a result of any breach by the Client of its obligations under this Agreement.
If the Client decides not to proceed further with the Package at any time it shall pay to PoLR Ltd the Cancellation Fees of 70% of the total of the complete package ordered. This applies to both fixed payments and monthly ongoing payments. PoLR Ltd shall be entitled to immediately restrict, suspend or terminate without notice the Client’s access to and use of the Website and or terminate this agreement upon the Client’s breach of any part this agreement whatsoever including without limitation the non-payment of any sums as and when they fall due. PoLR Ltd will not be liable in any amount for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communications outages, fire, flood, war or act of God.
These terms constitute the whole and only agreement between the Parties and shall apply to the exclusion of all other terms or conditions of contract. Nothing in these terms shall be deemed to constitute a partnership or agency relationship between the Parties and neither of the Parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party. If at any time any part of these terms and conditions is or becomes unenforceable, such part will at PoLR Ltd’s option be construed as far as possible to reflect the parties’
intentions and the remainder of the provisions will remain in full force and effect. No forbearance, delay or indulgence
by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach of this Agreement. Neither Party shall assign the benefit or burden of this Agreement without the prior written consent of the other Party. The UK shall be considered the place of first publication of any material on the internet or Website.
These Terms and Conditions are made and shall be construed in accordance with the laws of Scotland and you the Parties submit to the exclusive jurisdiction of the Scottish courts.
PoLR Ltd shall not be liable for loss of turnover, sale, revenue, profits or indirect ,consequential or special loss.
18.16 Project Sign Off Form
After delivery of the “Final Version”, the “Client” undertakes to complete and return to PoLR Limited the Project Sign Off Form.
The Client undertakes to pay PoLR Limited 50% of the agreed development fee upon acceptance of the quotation enclosed. All sums owing will be due for payment within seven days of the receipt of an invoice or if repeat billing has been agreed in relation to SEO or website hosting, the date which has been agreed upon.
Version 1.2 : 19/11/09