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ATOMS AND BITS

Terms and Conditions for Website Design, Development and Support.

1. DEFINITIONS
The following terms and conditions document is a legal agreement between Atoms and Bits hereafter the “Provider” and “Client” for the purposes of website design or development. These Terms and Conditions set forth the provisions under which the Client may use the services supplied. When references are made to ‘Developer’ this refers to the person who is directly creating the website.

2. ACCEPTANCE OF WORK
Quotations issued by the Provider for Web Site Services are valid for 30 days from the date of issue. Where the Client places an order to accept a quotation the Atom & Bits terms and conditions for Website Design, Development and Support shall apply. The Provider reserves the right to withdraw from the contract at any time prior to acceptance.

3. PERMISSION AND COPYRIGHT
Copyright of the completed web designs, images, pages, code and source files created by the Provider for the project shall be with the Client upon cleared funds of final payment only and by prior written agreement. Without the agreement, ownership of designs and all code is the Providers.

Where the Client has chosen to pay on any payment plan for site design services, including site maintenance, the copyright of the completed web design(s), images, pages, code and source files created by the Provider for the project shall be with the Client after an invoice total amount has been received by the Provider, or equivalent cash lump sum payment has been made, and by prior written agreement. Without an agreement, ownership of designs and all code is the Provider.

These terms of use grant a non-exclusive limited license so that the Client can use the design on one website on one domain name only. The Client is not permitted to use a design for more than one website without prior written agreement between the Client and the Provider.

The Client agrees that resale or distribution of the completed files in full or in part is forbidden unless prior written agreement is made between the Client and the Provider.

The Client hereby agrees that all media and content made available to the Provider for use in the project are either owned by the Client or used with full permission of the original authors.

The Client agrees to hold harmless, protect and defend the Provider from any claim or suit that may arise as a result of using the supplied media and content.

Client agrees that the Provider may include development credits and links within any code the Provider's designs, builds or amends.

Client agrees that the Provider reserves the right to include any work done for the Client in a portfolio of work.

The Provider agrees that any Development work provided to the Client will not be re-used for similar projects and that each Client’s design will be unique.

Any deviation from these general terms of engagement is to be laid out in a special instruction document and duly signed by both the Provider and the Client prior to the commencement of any scope of works.

4. MATERIAL
The Provider reserves the right in its sole discretion to refuse to sell design or code to a Client who has a site which it deems is, including but not limited to, 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 the Provider’s own discretion.

The Provider reserves the right to refuse to sell design or code to that thought or known as competitors of the Provider.

The Client may not purchase design or code for use in the development of their own product to directly compete with the Provider’s design or code.

The Provider reserves the right to refuse sale for orders from suspect payment or address details or other reason at the Provider’s own discretion. The Provider reserves the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.

5. DOMAIN NAMES AND HOSTING

5.1 The Provider’s Hosting and Domains

5.1.1 Hosting

The Provider hosting is provided through WPEngine.com. For certain UK academic projects where there is an .ac.uk domain already granted, the Provider can also provide academic hosting via affiliated partners to the JANET Network such as the University of London Computer Centre (ULCC). The Provider agrees to maintain the hosting account supplied by it’s hosting providers, in as much as space, email addresses and resource add on’s and user permissions, but cannot be held accountable or responsible for any outages of services due to technical problems with the hosting providers.

The Client agrees to maintain the agreed payment relationship for their selected hosting account with the Provider, and should payment not be made on time and in full, the Provider reserves the right to withdraw the facility until such time as the client’s account is brought up to date, whereby service will be resumed.

The Provider will not be liable for any loss of business arising to the Client as a result of any downtime caused by the Client’s non-payment of service.

The Provider agrees to supply, on written request, the control panel log in details for their designated hosting account if required.

Upon receiving the username and password for the control panel log in area, they Client has the availability to make changes to their hosting and the Provider cannot be held responsible for any errors made by the client if making any changes themselves.

If the Client causes errors on their website as a result of making their own changes to the control panel, the Provider reserves the right to charge for any work involved to correct the errors.

5.1.2 Domain Names
When requested, the Provider will purchase on request, the required domain name on behalf of the client. The Client is responsible for checking the accuracy of the domain name prior to purchase and will confirm such in writing by email, prior to the order being placed.

The Client does not hold the Provider responsible for any errors or omissions made by the Client and the Client’s confirmation email is final. Refunds cannot be made by the Provider after the domain has been purchased on behalf of the Client.

5.2 3rd Party Hosting and Domains
Client agrees to take all legal responsibility for use of third-party domain name, hosting and email services and hereby agrees to indemnify and hold harmless the Provider from any claim resulting from the Client's publication of material and use of the domain name, hosting and email services. Any support or payment due relating to the domain name, hosting and email services are to be made between the Client and the third party service.

Client agrees to pass on SFTP details and any other access details relating to their domain name and hosting account which the Developer requires uploading the website if required as part of a project.

The Provider reserves the right without notice to refuse work with domain names or hosting and email services without reason for such rejection or refusal.

6. PROJECTS
The Provider will provide the Client with a scope of works, which will detail what is covered by the price quoted and agreed, as well as start date, content submission required date and a completion date.

Any changes to the scope of works after the agreement will need to be submitted online using the support ticket request system, by logging in at:

https://atomsandbitslimited.freshdesk.com/helpdesk.

If the Client fails to provide the necessary content within the agreed time slot the Developer will commence using stock photos and sample text and continue to publish on the agreed completion date, until such time as the content is provided. Content provided after the required submission date will need to be re-scheduled into the diary in-between another client project as deemed appropriate.

The Client agrees that a web page built from a graphic design may not exactly match an original design specification because of the difference between the display in design software and the rendering of the code by internet browser software.

The Provider agrees to try and match the design as closely as is possible when building the code.

The Provider endeavours to create pages that are search engine friendly, however, the Provider gives no guarantee that the site will become listed with search engines or of certain search results unless agreed at the time of purchase.

In no event shall the Provider be held liable for any changes in search engine rankings as a result of using the Provider’s code.

If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, then Client agrees that the Provider can apply a nearest available alternative solution.

After site completion, a Client or a third party of their choosing may wish to edit their website code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves.

If a Client or a third party of their choosing edits the website code and this results in functionality errors or the page displaying incorrectly, then the Provider reserves the right to quote for work to repair the website.

The Provider reserves the right to assign subcontractors in whole or as part of a project if needed.

The Client agrees that it is their responsibility to have regular backups of their website and software made by themselves or third party services in case of a software or hardware failure.

The Client may request in writing that the Provider perform the said backup of their system and the Provider reserve the right to charge for this service.

All communications between the Developer and Client shall be by, email or Skype, except where agreed at Developer's discretion. Communications with the Provider, in general, may be by telephone, email or Skype.

7. WEB BROWSERS
The Provider shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the main browsers Apple’s Safari, Microsoft’s Internet Explorer, Mozilla’s Firefox and Google’s Chrome latest releases.

The Client agrees that the Provider cannot guarantee correct functionality with all browser software across different operating systems.

The Client agrees that after the handover of files any updated software versions of the main browsers, domain name setup changes or hosting setup changes thereafter may affect the functionality and display of their website.

As such, the Provider reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software, domain name or hosting changes.

8. PAYMENT TERMS

All invoices that do not qualify for monthly instalments require a 50% deposit in advance plus the first year of support, to allow the Provider to commence work. The remaining 50% of the invoice is to be paid upon completion of the Services in accordance with the quotation and agreed the scope of works to the satisfaction of the Client, who’s acceptance shall not be unreasonably withheld.

Any variation to these standard terms must be agreed in writing by both parties prior to the commencement of work.

Additional work requested by the Client which is not specified in the agreed quotation are subject to a separate quotation and the Provider reserves the right whether to quote or accept additional work.

If additional work is accepted by the Provider, it may affect the timescale and overall delivery time of the project. The Client agrees that if additional work is requested after the commencement of a project, then the project delivery date may need to be adjusted accordingly.

Once an invoice is sent to the Client it must be paid by bank transfer (BASC) only within the next 30 days. The Provider does not accept payments either in cash or cheques.

The Provider reserves the right to decline further work on a project if there are invoices outstanding with the Client.

The Client may request that the Provider cancel a project in writing by email to:

javier@atoms-and-bits.com

addressed to the Web Development Team Manager and the project is cancelled only if the Web Development Team Manager confirms work has not been started on the project.

If the Provider has begun or completed the work and the Client no longer require the files but have agreed to the work, they are still obliged to pay the Provider for the work that has been carried out already.

All invoices are submitted by electronically via email from our online accounting system freeagent.com except where required otherwise by regulations or agreed at the Provider's discretion.

The Provider reserves the right to remove its work for a Client from the Internet if payments are not received and charges will be incurred to restore if the Client chooses to re-activate at a later date.

9. LIABILITY AND WARRANTY DISCLAIMER
The Provider provides their website and the contents thereof on an "as is" basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose.

The Provider cannot guarantee the functionality or operations of their website or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.

Where websites are designed for clients using any major CMS’s platform (Joomla, Drupal or Wordpress) the Client agrees the Provider is not liable for any bugs, performance issues or failure of their CMS platform. Any bugs, performance issues or failure with the software will be directed to the CMS’s support forums on behalf by the Provider on behalf of The Client.

The Provider endeavours to provide a website within given delivery timescales to the best of its ability. However, the Client agrees that the Provider is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.

The Client agrees the Provider is not liable for absence of service as a result of major illness or cyber-attack during holiday periods.

The Client agrees the Provider is not liable for any failure to carry out services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.

The Provider is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

On handover of files from the Provider to the Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.

Whilst every effort is made to make sure files are error free, the Provider cannot guarantee that the display or functionality of the web design or the website will be uninterrupted or error free.

If after the handover of files errors are found in code the Provider has created and the main browsers, domain name setup and hosting setup are the same as when work began, then the Provider can correct these errors for the Client at its own discretion.

If after handover of files errors are found in code the Provider has created and the main browsers have released an updated software version or the domain name setup or hosting setup has been changed, the Provider can correct errors for the Client free of charge and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name setup or hosting setup.

Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, the Provider reserves the right to cancel forthwith any projects and invoice Client for any work completed.

The Provider shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or website, even if the Provider has been advised of the possibility of such damages.

There are laws and taxes which affect Internet e-commerce. If relevant to their project the Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend the Provider and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet commerce.

The Provider may from time to time recommend to the Client that updates are needed to their site to comply with, including but not limited to, new legislations, software releases and web standards.

The Provider reserves the right to quote for any updates as separate work.

Client agrees the Provider is not liable for any failure to inform or implement these updates to their site. The Client agrees that it shall defend, indemnify, save and hold the Provider harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.

10. INDEMNIFICATION
The Client agrees to use all the Provider services and facilities at their own risk and agree to defend, indemnify, save and hold the Provider harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney’s fees against the Provider or its associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties.

Client agrees this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name.

Client also agrees to defend, indemnify and hold harmless the Provider against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organisation.

11. NONDISCLOSURE
The Provider and any third party associates agree that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information.

Likewise, the Client agrees that it will not convey any confidential information about the Provider to another party.

Annual Support costs quoted in advance shall be fixed unless the scope of the support requirements varies +/- by more than 10%. 3 months prior to the anniversary of the support renewal the Provider shall agree on any change in scope that is over +/-10% with the Client and agrees a renewal costs on a pro rata basis.

The Client shall issue a new order or agree on a variation to an existing order to enable the Provider to invoice.

12. PRIVACY POLICY
The Provider and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the following purposes 1) to identify the Client in communications with them 2) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.

13. INTERPRETATION
The Provider reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these terms and conditions. The Provider shall be the sole arbiter in deciding what constitutes a breach.

No refunds are given in such a situation.

This agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.

Where one or more terms of this 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.

Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.

The Provider reserves the right to alter these Terms and Conditions at any time without prior notice.

By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges having read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.

Last updated: 16/06/2016

ATOMS AND BITS
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