1. DEFINITION OF TERMS
Scott Latham Digital – S Latham Limited, 36 Holly Grove Lane, Burntwood, Staffordshire, WS7 1QA
The Client – the entity which enters into a contract with Scott Latham Digital.
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 subject matter of the contract between the Client and Scott Latham Digital.
2.1 Fee Payable
The full fee is due immediately upon purchase of a web design package and any other services directly through any of our websites.
If a set package is not purchased and a bespoke package is agreed, 25% of the total fee payable under the contract is due immediately upon verbal agreement of going ahead with your new website. This is to cover the initial set up and design stage. Agreement via email and verbal means is by law entering a contract to undergo your work : The remaining % 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. Scott Latham Digital 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 hosting set up fee or monthly hosting unless specified.
This agreement begins with an initial payment indicated with the deposit. If a client halts work and applies for a refund within 4 days, work completed shall be billed at the hourly rate of £40, and deducted from the initial payment, the balance of which shall be returned to the client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, Client shall be liable to pay for all work completed at the hourly rate stated above. No portion of this initial payment will be refunded unless requested within 4 days of contract.
2.2 Maintenance Fees
Ongoing maintenance or amendments if required to be done by us will be charged at an agreed monthly rate unless this is included in the quote.
Ongoing search engine submission and SEO updates to be done by us will be charged at an agreed monthly rate unless this is included in the quote.
3.1 Third Parties
Scott Latham Digital can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client’s Website, although Scott Latham Digital will endeavour to ensure that Website downtime is kept to a minimum. If hosting is cancelled by yourself then there is no reimbursement for the remaining time left on the hosting and this may incur additional costs for the website to be reinstated.
3.2 Maintenance and Correction of Errors
Scott Latham Digital 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 Scott Latham Digital will be corrected free of charge. Scott Latham Digital reserves the right to charge a reasonable fee for correction of errors for which Scott Latham Digital 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 Scott Latham Digital by the Client.
3.3 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.
3.4 Consequential Loss
Under no circumstances will Scott Latham Digital 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 minimise possible losses as a result of software failure.
3.5 Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. Scott Latham Digital 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.
4. COMPLETION OF WORK AND PAYMENT
4.1 Completion of Work
Scott Latham Digital warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client.
Scott Latham Digital will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement.
Scott Latham Digital will not undertake changes to the specifications of the Work which would increase the cost, without prior authorisation from the Client.
25% Deposit due upon receipt of invoice. Final payment is due within 14 days or upon development completion. If development is held up by waiting for content or information from yourself then final payment is due within 14 days of receipt of invoice and development will be completed once we have received the content or information.
4.2 Supply of Materials & Content
The Client is to supply all materials and information required for Scott Latham Digital 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, Scott Latham Digital has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount or the use of placeholder content will be used. Where the Client’s failure to supply materials prevents progress on the Work for more than 14 days, Scott Latham Digital has the right to invoice the Client in full.
4.3 Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Scott Latham Digital, 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 Scott Latham Digital 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 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.
Upon approval to go live this is classed as the final sign off of the project.
4.4 Rejected Work
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by Scott Latham Digital to remedy any points reported by the Client as unsatisfactory, and Scott Latham Digital considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and Scott Latham Digital 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, Scott Latham Digital will invoice the Client for the the final % 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 14 days of the date that the invoice was issued.
If the website has reached its development stage and is held up by the client Scott Latham Digital reserves the right to invoice 100% of the final invoice to cover all work completed thus far. The website development will continue when required by the client.
4.6 Remedies for Overdue Payment
If payment has not been received by the due date, Scott Latham Digital 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 7 days after the due date, Scott Latham Digital 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, Scott Latham Digital does not remove the Client’s obligation to pay any outstanding monies owing. Terms and Conditions for those who have not paid hosting fee differ to this and can be viewed within the separate Hosting Terms & Conditions.
5. : INTELLECTUAL PROPERTY
5.1 Offers and Proposals
Offers and proposals made by Scott Latham Digital to potential clients should be treated as trade secrets and remain the property of Scott Latham Digital. 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 Scott Latham Digital. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2 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 Scott Latham Digital for inclusion on the Website. The conclusion of a contract between Scott Latham Digital and the Client shall be regarded as a guarantee by the Client to Scott Latham Digital 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 Scott Latham Digital and indemnifies the same from any claims or legal actions however related to the content of the Client’s site.
5.3 Domain Name
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify Scott Latham Digital 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 Scott Latham Digital 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 is granted licence to use the Website and its contents.
5.5 Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which Scott Latham Digital 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 Scott Latham Digital. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which Scott Latham Digital or their suppliers owns the copyright. Scott Latham Digital acknowledges the intellectual property rights of the Client. Information passed in written form to Scott Latham Digital, 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
6.1 Right to Terminate
Scott Latham Digital 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.
6.2 Events Beyond the Control of Scott Latham Digital
Scott Latham Digital will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such force majeure or other events beyond the control of Scott Latham Digital.
6.3 Supply and Pricing of Services
Scott Latham Digital 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 the United Kingdom which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Scott Latham Digital and the Client. The said contract is void where prohibited by law.
7.2 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.
7.3 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.
Web Hosting Terms & Conditions
Web hosting is not included within our website packages unless otherwise requested or specified. Web hosting is charged on an annual or monthly basis. The Website Owner including subsidiaries and affiliates offer website hosting and database hosting services subject to the terms and conditions set out in these terms and conditions, and any other relevant terms and conditions, policies and notices which may be applicable to supply of hosting services.
2. Glossary of Terms
We: includes the Website Owner Scott Latham Digital “ (“Website” or “Website Owner” or “we” or “us” or “our”) or any party acting on the Website Owner’s implicit instructions.
You: (“you”, “your”, “Customer”) includes the person purchasing the services or any party acting on the customer’s instructions.
Server: means the computer server equipment operated by us in connection with the provision of the Services.
Web Site: means the area on the Server allocated by us to you for use by you as a site on the Internet.
In consideration of the mutual covenants herein, the parties agree to the following, which shall apply during the term of this agreement
3. Website Hosting, Domain Names And Email
3.1: We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server.
3.2: You shall effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the Server.
3.3: You represent, undertake and warrant to us that you will use the Website allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that.
3.3.1: You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.
3.3.2: You will not post, link to or transmit:
(a) any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, blasphemous, profane or otherwise objectionable in any way.
(b) any material containing a virus or other hostile computer program.
(c) any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
3.3.3: You will not send bulk email whether opt-in or otherwise from our network. Nor will you promote a site hosted on our network using bulk email.
3.3.4: You will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.
3.4: We reserve the right to remove any material which we deem inappropriate from your web site without notice. We do not host any illegal content.
3.5: You shall keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information.
3.6: You shall observe the procedures which we may from time to time prescribe and shall make no use of the Server which is detrimental to our other customers.
3.7: You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.
3.8: In the case of an individual User, you warrant that you are at least 16 years of age.
3.9: Any access to other networks connected to Scott Latham Digital must comply with the rules appropriate for those other networks.
3.10: While we will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers which may be due to your own security fails, and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email.
3.11: Domain names transferred to a Scott Latham Digital hosting server for use must comply with United Kingdom and International legal terms regarding trademarks and copyright.
4. Hosting Service Level Agreement
4.1: We shall use our reasonable endeavours to make available to you at all times the Server and the Services but we shall not, in any event, be liable for interruptions of Service or down-time of the Server.
4.2: We shall have the right to suspend the Services at any time and for any reason, generally without notice, but if such suspension lasts or is to last for more than 7 days you will be notified of the reason.
4.3: For the purpose of the ‘Network Uptime’ aim, network downtime is defined as 100% packet loss occurring in the transmission of data from Your Server hosted in our data centre to the Internet backbone. Events which do not constitute network downtime include but are not limited to:
4.3.1: A problem in Your access provider’s network or that of their upstream providers which prevents You from accessing the network.
4.3.2: A problem with Your Server’s hardware or software which renders it or an application or service on it inoperable.
4.3.3: The period during which network protocols such as STP, OSPF and BGP are re-converging after an equipment or link failure.
5.1: All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us on our website and shall be due and payable in advance of our service provision. We reserve the right to change pricing at any time although all pricing is guaranteed for the period of pre payment.
5.2: Payment is due each month or year following the date the Services were established until 90 days closure notice is given. If you choose to pay by paypal you authorise Scott Latham Digital to debit your account renewal fees through recurring payments.
5.3: All payments must be in UK Pounds Sterling.
5.4: Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend the provision of Services to you.
5.5: If an account goes unpaid for at least five days, a £10.00 late payment fee will be applied.
5.6: If an account goes unpaid for at least seven days, the account and its associated services are suspended. A £50.00 charge will be applied upon account reactivation to cover administration costs and any losses made by Scott Latham Digital.
5.7: Once an account has a suspended status, Access to files, databases and other content is explicitly denied. All files, databases and other content including the account itself is permanently deleted after seven days of account suspension.
5.8: Should access to files, databases and other content be required before they are deleted, account reactivation will be required.
6.1: If you fail to pay any sums due to us as they fall due, we may suspend the Services and/or terminate this Agreement forthwith without notice to you.
6.2: If you break any of these terms and conditions we may suspend the Services and/or terminate this Agreement forthwith without notice to you.
6.3: If you are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors, we shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to you.
6.4: No refunds will be made for Services suspended in accordance with 6.1, 6.2 and 6.3.
6.5: We reserve the right to suspend the Services and/or terminate this Agreement at any time.
6.6: You may cancel the Services at any time.
6.7: On termination of this Agreement or suspension of the Services we shall be entitled immediately to block your Website and to remove all data located on it.
6.8: If hosting is cancelled by yourself then there is no reimbursement for the remaining time left on the hosting. We require 30 days notice on any termination and this may incur additional costs for the website to be reinstated.
6.9: Hosting renewals run on a rolling monthly or yearly contract as outlined on each invoice. It is down to the client to make note of their renewal dates from the starting period accordingly. This will automatically be renewed for the forthcoming period unless 90 days notice is given.
7.1: You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these terms of business and any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement.
8. Limitation Of Liability
8.1: All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, subject always to sub clause 8.2.
8.2: Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
8.3: Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim.
8.4: In any event no claim shall be brought unless you have notified us of the claim within one year of it arising.
8.5: In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever
9.1: Scott Latham Digital reserves the right to revise, amend, or modify these Terms and Conditions, and any of our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.
10.1: Any notice to be given by either party to the other may be sent by either email or recorded delivery to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by recorded delivery shall be deemed to be served two days following the date of posting.
11. Applicable Law
11.1: This Agreement shall be governed by and construed in accordance with English law and you hereby submit to the non-exclusive jurisdiction of the English courts.
12.1: Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
13. Entire Agreement
13.1: These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.
14. Comments or Questions.
14.1: If you have any questions, comments or concerns arising from the website any other relevant terms and conditions, policies and notices or the way in which we are handling your personal information please contact us at email@example.com
Managing Director : Scott Latham
Registered Business Address : 36 Holly Grove Lane, Burntwood, Staffordshire, WS7 1QA
Registered in England and Wales Company number 13249132
Tel : 01543 713060