- Client Obligations
The Client agrees:
4.1 Tettenhall Media will not be liable for the Client’s failure to comply with any laws or taxes affecting e-commerce.
4.2 the resale or distribution of the Project in full or part is forbidden unless prior written agreement is made between the Client and Tettenhall Media.
4.3 Tettenhall Media may include developmental credits and links within any code, designs, builds or amends.
4.4 Tettenhall Media may include any work done for the Client within
their portfolio of work.
4.5 to provide any information or content required by Tettenhall Media promptly. Failure to provide required information or content within 10 working days of request will result in payment being due for the work done in accordance with clause 5 and Tettenhall Media will not be liable for any failure to subsequently meet targeted dates for completion of any
4.6 if a problem with the design or code arises which does not allow the original Specification to be met, Tettenhall Media may apply the nearest available alternative solution
4.7 to keep all passwords confidential at all times
4.8 they are responsible for providing and maintaining suitable equipment telecommunications and support services to facilitate access to the Project
4.9 if a choice of design is presented by the Client, only one solution is deemed to be given by Tettenhall Media as fulfilling the Project.
5.1 The Client shall pay a deposit as requested by Tettenhall Media
in the email proposal. Tettenhall Media will not commence any work on the Project until deposit monies are received by Tettenhall Media.
5.2 The balance of the price shall become due at the completion of the Project (or deemed completion in accordance with clauses 2 or 3).
5.3 All invoices must be settled within 14 days of the invoice date. Payment may be made by bank transfer or paypal.
5.4 All prices quoted for work are subject to change.
5.5. Tettenhall Media reserves the right to consider an account in default in the event of non payment.
6. Outstanding Payments
6.1 Tettenhall Media reserves the right to refuse to undertake any further work for the Client if an invoice remains outstanding.
6.2 Tettenhall Media reserves the right to remove any work done for a Project from any computer systems and the internet if invoice payments are not received within 14 days of the invoice date.
6.3 If payment is not received within 14 days of the invoice
date, late fee charges will apply until payment is received in full.
6.4 Tettenhall Media’s removal of Project material does not relieve the Client of its obligation to pay the due amount. Clients whose accounts are in default agree to pay Tettenhall Media reasonable legal expenses and third party collection agency fees in the enforcement of these Conditions.
7.1 The Client warrants that it has the authority to enter into and perform this Agreement and has not entered into any other agreement which conflicts with this Agreement or inhibits, restricts or impairs its ability to perform its
obligations under this Agreement.
7.2 The Client warrants that it has obtained and will maintain all necessary licences, authorisations and consents which are necessary for the Project, content and domain name.
8. Copyright and Ownership
8.1 Title and copyright to the website graphics, general artwork, commissioned artwork, illustrations, website design, programming, copy site content, coding and other work created in the Project shall not pass to the Client but shall remain the property of Tettenhall Media and used on licence by the Client unless negotiated and agreed in writing.
8.2 Data which is gathered as a consequence of the operation of the website shall belong to and be the responsibility of the Client.
8.3 Where the Client terminates the Project before completion, all work done towards the Project remains in the Ownership of Tettenhall Media.
8.4 Publication and/or release of the graphic design within the Project may not take place before cleared funds have been received by Tettenhall Media.
8.5 The Client may request, in writing, Tettenhall Media’s permission to use Project material (for which Tettenhall Media hold the copyright) in forms other than for which it was originally supplied. Tettenhall Media may, in its absolute discretion, grant this and may charge for the provision of the same.
8.6 If the client supplies material to Tettenhall Media, it is the responsibility of the client to obtain all necessary copyrights for its use and Tettenhall Media will assume this has been done. In this situation, the copyright shall be
retained by the client.
8.7 Should the Client supply material to Tettenhall Media believing it
to be copyright and royalty free, which subsequently emerges to have copyright and royalty limitations, the Client agrees to permit Tettenhall Media to remove and/or replace the file at the Client’s expense to be assessed on a quantum meruit basis. In this situation, the client indemnifies Tettenhall Media from any claim which arises regarding the use of material supplied to Tettenhall Media.
8.8 The Client agrees that Tettenhall Media hold no responsibility for any amendments made by a third party before or after a design is published.
8.9 Tettenhall Media reserve the right to use any artwork or printing
they produce for the purposes of promoting their services.
9.1 This Agreement shall commence upon the date of acceptance of the email proposal and shall continue until receipt of invoice payment, unless terminated in accordance with clause 14.
9.2 Termination shall be without prejudice to any rights acquired by the parties during the term of the contract.
10.1 The Client agrees to keep Tettenhall Media fully indemnified on demand against any liability, damage, expense, claim or cost (including legal costs and expenses) suffered by Tettenhall Media as a result of the Client’s breach of any clause of this Agreement
10.2 The Client agrees that Tettenhall Media is not liable for any
claims, losses, costs incurred or damages due to any failure to carry out services within a given delivery timescale.
10.3 The Client agrees that Tettenhall Media is not liable for absence
of service as a result of illness or holiday.
10.4 The Client agrees that Tettenhall Media shall not be liable for the website content, hosting and choice of domain name.
10.5 The Client agrees that Tettenhall Media shall not be liable for any infringement of copyright or proprietary rights, misinformation or delivery of defective products or services
10.6 The Client will indemnify Tettenhall Media in relation to any liability arising in respect of the matters at 10.2. 10.4 and 10.5.
11. Limitation of Liability
11.1 Notwithstanding anything contained in these Conditions or the Specification, Tettenhall Media’s liability to the Client in respect of the Project, in contract, tort (including negligence or breach of statutory duty) or howsoever
otherwise arising, shall be limited to the price for the Project specified in the Letter of Engagement.
11.2 Notwithstanding anything contained in these Conditions or the Specification, in no circumstances shall Tettenhall Media be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof (i) for any loss of profit, business,
contracts, revenues or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever.
12. Force Majeure
12.1 Tettenhall Media shall not be under any liability for any failure to perform any of its obligations under the order due to ‘Force Majeure’. Following notification by Tettenhall Media to the Client of such cause, Tettenhall Media shall be allowed a reasonable extension of time for the performance of its
12.2 For the purposes of this condition, ‘Force Majeure’ means fire, explosion, flood, lightening, Act of God, act of terrorism, war, rebellion, riot, sabotage,
telecommunication problems, software failure, hardware failure, third party interference, official strike or similar official labour dispute, or events or circumstances outside the reasonable control of the party affected thereby.
13. Confidentiality and Data
13.1 The Client is responsible for keeping the password and username that may be assigned on registration confidential. The Client is fully responsible for all action and activities that take place under the Client account.
13.2 If the Client believes there has been unauthorised use of the account or suspects that confidentiality has been compromised, the Client must contact Tettenhall Media immediately at email@example.com
13.3 In the event of termination or expiration of this Agreement, each party shall return or, if requested, destroy the confidential information of that party.
13.4 Each party will comply with its obligations pursuant to the Data Protection Act 1998.
13.5 Tettenhall Media and any third party associates agree that it will not disclose any confidential information relating to the Client without the Client’s express permission.
13.6 The Client agrees that it will not disclose any confidential information relating to Tettenhall Media.
13.7 Tettenhall Media shall use information provided by the Client:
(a) to identify the Client in communication by phone, email, postal mail or Skype; and
(b) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.
14.1 The Client may request in writing that Tettenhall Media cancel a Project. Tettenhall Media will only accept this request for termination if work on the Project has not yet begun. If work has already begun on the Project, Tettenhall Media will invoice the Client for the work carried out.
14.2 Tettenhall Media reserves the right not to work with any Client who has a site which it deems is unlawful or inappropriate, contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other questionable media at its own discretion.
14.3 Tettenhall Media reserves the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.
14.4 Tettenhall Media reserve the right to cancel the Client’s email access:
(a) if Tettenhall Media receive excessive spam complaints about the Client
(b) it is suspected the Client is using the email account to send spam
(c) Tettenhall Media suspect the Client is using the service to send pornographic, offensive or inappropriate material
(d) Invoice payment is not made in accordance with these terms.
14.5 Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, Tettenhall Media reserves the right terminate the Project.
14.6 Tettenhall Media reserves the right to terminate a Project with the Client at any time without prior notification if it deems the Client to be in breach of these Conditions. TettenhallMedia shall be the sole arbiter in deciding what constitutes a breach. The Client shall not be entitled to refunds of any
payments made to TettenhallMedia.
14.7 If the Project is terminated by either party then Tettenhall Media
will be entitled to payment for work done to that date. The
invoice for such work must be paid by the Client within 14
days of receipt failing which Tettenhall Media shall be entitled to
payment of the full price of the Project forthwith.
15. Web Design and Development
15.1 the website design may be used on one domain name
only. The Client is not permitted to use a design for more than one website without prior written agreement from Tettenhall Media.
15.2 Tettenhall Media cannot guarantee correct functionality with all browser software across all different operating systems.
However, Tettenhall Media shall endeavour all websites to
function with Internet Explorer, Mozilla Firefox and Google Chrome latest releases.
15.3 The Client agrees that all websites will be hosted by Tettenhall Media unless otherwise agreed in the Specification.
15.4 Tettenhall Media may from time to time recommend to the Client
that updates are needed to their website to comply with, but not limited to, the following: new legislation, software releases and web standards. Tettenhall Media reserve the right to charge for these updates as additional work.
15.5 The Client agrees that no liability will be attributable to Tettenhall
Media in the event of website downtime or the inability to operate the web pages or website
15.6 Should the Client supply material to Tettenhall Media believing it to be copyright and royalty free, which subsequently emerges to have copyright and royalty limitations, the Client agrees to permit Tettenhall Media to remove and/or replace the file at the Client’s expense to be assessed on
a quantum meruit basis.
16. Hosting, Maintenance and Support
Any website containing creative or functional input by Tettenhall Media shall be hosted, maintained and supported by Tettenhall
16.1 The Client agrees that Tettenhall Media is not liable for any bugs, performance issues or failure of their code.
16.2 The Client agrees that no liability will be attributable to Tettenhall
Media in the event of website downtime or the inability to operate the web pages or website
16.3 The Client agrees that Tettenhall Media or its agents will not be
liable if they fail to register such domain names as requested by the Client. Tettenhall Media and its agents will use its reasonable endeavours to ensure such registration.
16.4 Tettenhall Media will quote for any work involved in changing the
website design or website code in order for it to work with updated browser software, domain name or hosting changes
16.5 A hosting invoice will be raised for each website 5 or 11 months after the initial commencement of the hosting.
Hosting invoices will then be raised on an annual basis.
17. Search Marketing
17.1 No warranty is provided by Tettenhall Media in relation to the performance of third parties engaged to perform part of the Project and Tettenhall Media shall not be liable for any failure, action, omission or error on the part of a third
17.2 The Client agrees that Tettenhall Media is unable to guarantee
that the Client’s website will achieve a favourable position, or any position, within a particular search engine and as such, shall not be liable for failure to achieve a particular position.
17.3 The Client agrees that Tettenhall Media shall not be liable for
any website URLs dropped or excluded by a search engine for any reason.
17.4 The Client agrees that Tettenhall Media do not warrant or represent that search engine results reported will be correct, accurate, timely, reliable or otherwise due to their reliability on third party software.
18.1 Nothing in this Agreement shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties.
19. Entire Agreement Each party agrees that this Agreement sets out the entire agreement between the parties and supersedes all previous agreements.
The failure by Tettenhall Media to enforce any of these Conditions at any time or for any period will not release or exonerate or in any way affect the liability of the Client or be a waiver of:
20.1 these Conditions.
20.2 the right of Tettenhall Media at any time afterwards to enforce
each and every clause of these Conditions; or
20.3 any penalty attached to their performance.
If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this agreement and rendered ineffective as far as
possible without modifying the remaining provisions of
this agreement, and shall not in any way affect any other
circumstances of or the validity or enforcement of this
22. Time of the Essence
Throughout the Project, time shall not be of the essence, except where it is expressly stated to apply.
23. Rights of Third Parties
Pursuant to s 1(2)(a) of the Contracts (Rights of Third Parties) Act 1999 the parties intend that no term of this agreement may be enforced by any person who is not a party to this agreement
This Agreement shall be binding upon the parties and
their respective successors and permitted assignees, and references to a party in this agreement shall include its successors and permitted assignees.
25. Governing Law
This Agreement shall be governed by and interpreted in accordance with English law and the English courts shall have jurisdiction to resolve any disputes between the parties.