Terms and conditions

These terms and conditions apply to clients (the Client) who commission Monochrome to provide services as set out below and in accompanying schedules where relevant:

  •     Design and creation of a website for the Client
  •     Review of an existing website belonging to the Client
  •     Hosting and support for the Client's website
  •     Search engine services
  •     Any other services agreed in writing, email or any other medium

 

The engagement is subject to the Order Form and any specific letter accompanying it signed by both the Client and an authorised employee of MONOCHROME, and to the terms and conditions of MONOCHROME as set out in this document. The terms and conditions may be varied by the Order Form and the accompanying letter described above.

1. Generally, for any service commissioned by the Client:

1.1. MONOCHROME agrees to keep the business affairs and information of the Client confidential except where necessary for the execution of their services for the Client, authorised as part of the publication of the Client's website or by legal requirements.

1.2. The Client undertakes to provide MONOCHROME with all information and assistance reasonably required for the completion of the agreed tasks, including overall business objectives and objectives for the Client's website including costs, timescales and required functionality, plus any relevant legal requirements, pictures, photographs, logos, artwork, product and service information, personnel and business background information.

Information and images intended for inclusion in a website should normally be provided in digital format by email, floppy disk, existing internet files or CD-Rom. Any additional cost arising where the information has to be created or converted to digital format by MONOCHROME will be agreed with the Client beforehand. If digital information is supplied in a non-standard format, the client will be responsible for Monochrome's reasonable costs of conversion to a usable format.

If the Client does not provide the above required content, information, text and images to MONOCHROME within normally a three month timescale from the order date, or a period mutually agreed with MONOCHROME, then MONOCHROME reserves the right to charge the Client for the time spent on the client's project at up to a rate of £75 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current.

1.3. All intellectual property rights in materials provided by the Client for its website remains the Client's property. Subject to this, all intellectual property rights in software, design work or any other materials provided to the Client pursuant to this agreement remain the property of MONOCHROME.

1.4. Where MONOCHROME provides services on an ongoing or continuous basis; MONOCHROME will provide the Client with one month's notice of termination, or of any changes to relevant prices and conditions.

1.5. Notwithstanding clause 1.4, MONOCHROME may terminate the agreement with the Client at any time:

a. should the Client fail to make a due payment within 15 days of being notified that a due payment has not been made,

b. should the Client go into liquidation or have a receiver/administrative receiver appointed over any of its assets,

c. if the Client is in breach of any term of this agreement and the breach is incapable of remedy or, if the breach is remediable, it continues for a period of 15 days after written notice requiring the breach to be remedied has been given to the Client

d. if, in MONOCHROME's sole opinion, the Client is using MONOCHROME services in a way likely to damage or bring disrepute onto MONOCHROME and the Client does not immediately desist from this use on written notice from MONOCHROME to this effect.

In the event of any of the above terminations, MONOCHROME reserves the right to charge the Client for the time spent on the client's project at up to a rate of £75 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current.

1.6. The client may cancel the project at any time for any reason. In this event, MONOCHROME reserves the right to charge the Client for the time spent on the client's project at up to a rate of £85 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current.

1.7. Payment of MONOCHROME services will be within 30 days of invoice unless explicitly agreed otherwise in writing by MONOCHROME. MONOCHROME reserves the right to claim statutory interest at 8% above the Bank of England base rate at the date the debt becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

1.8. MONOCHROME may provide any service by means of third parties at its sole discretion.

1.9. MONOCHROME will take every reasonable care to ensure freedom from errors of any work undertaken for the Client. The Client warrants the understanding and acceptance that, as it is not possible to guarantee computer software products are absolutely error free, the Client accepts unconditionally that MONOCHROME do not warrant that a website or other software (or any part of it) is error free or that use of it will be uninterrupted.

1.10. MONOCHROME will take reasonable care to ensure its assessments and recommendations are soundly based and aimed at completing the agreed tasks to a professional standard. Where the Client undertakes actions following recommendations from MONOCHROME the Client accepts that responsibility for any subsequent outcomes from this remains with the Client.

1.11. The Client may agree additional work at any stage with MONOCHROME. This may be subject to additional fees as agreed at the time. The terms and conditions as outlined here will apply to the additional work unless explicitly varied by agreement between the two parties.

1.12. Where MONOCHROME offers links to other sites; MONOCHROME does not accept any responsibility for the content of those sites, the owners of which do not necessarily have any link, commercial or otherwise, with MONOCHROME

1.13. If MONOCHROME suspends the hosting or other internet services for the purpose of maintenance, improvement or repair or if there is any failure of or fault in the provision of the internet services for any reason not in the immediate, direct control of MONOCHROME or its agents, MONOCHROME will not be liable for any loss or damage incurred by the Client, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract, tort or otherwise.

1.14. Subject to the preceding clause, MONOCHROME's liability for any damages (including, without limitation, damages for loss of profits) arising in contract, tort or otherwise, resulting in any way from this agreement shall be limited, in aggregate over the entire period of the agreement, to the total amount paid by the Client to MONOCHROME.

1.15. Nothing in these terms and conditions is to be interpreted as an attempt to limit or exclude MONOCHROME's legal liability for any personal injury resulting from MONOCHROME's negligence or to affect the Client's statutory rights.

1.16. The Client agrees to indemnify MONOCHROME and will keep MONOCHROME fully indemnified against all loss, damage, costs, claims and expenses arising in any way from any service or product offered or provided via the Client's web site and/or any breach of the terms and conditions set out in this document or associated documents.

1.17. Each provision in this agreement limiting or excluding liability operates separately and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.

1.18. This agreement is governed by and construed in accordance with English law.

1.19. MONOCHROME reserve the right to alter these Terms and Conditions from time to time. By continuing to accept services from MONOCHROME after being notified by e-mail or otherwise of the altered Terms and Conditions the Client will be deemed to be bound by the altered Terms and Conditions.

1.20. All amendments to this agreement, as well as any other assurances or arrangements, must be made in writing. Any agreement made on behalf of MONOCHROME by its representatives or agents shall only be binding if agreed in writing by MONOCHROME.

2. Design, creation and maintenance of a website for the Client:

2.1. The Client commissions MONOCHROME to design and create a website to meet the agreed business needs of the Client and to submit the design and completed website for the Client's approval.

2.2. The website design fee or any outstanding part of it will be due in full on completion of the website or agreed stages. The Client undertakes to pay MONOCHROME the agreed design fee promptly on approval of the completed website or agreed staged development and on the submission of the associated tax invoice. The Client agrees not to unreasonably withhold approval of the design, stage development or completed website.

2.3. The design of the website remains the property of MONOCHROME and MONOCHROME may use any aspect of the site design or coding for other clients. The client may adopt aspects of the design in other media including print with the permission of MONOCHROME which will not be unreasonably withheld.

2.4. The Client understands that MONOCHROME may use the published website as a reference site for future potential clients of MONOCHROME and will not unreasonably withhold permission for this.

2.5. The Client is not restricted to engaging MONOCHROME to undertake site maintenance and amendments. This may be undertaken by the Client or a third party engaged by the Client

3. Review of an existing website belonging to the Client:

3.1. The Client commissions MONOCHROME to review an existing website design or operational site with a view to specifying improvements aimed at meeting the agreed business needs of the Client. The Client also commissions MONOCHROME to submit quotes for work specified for the Client's approval.

3.2. MONOCHROME will review the site design, test the live operational performance and analyse the performance data provided. MONOCHROME will normally present its conclusions via a meeting and /or written or emailed report. The report will focus primarily on those areas where, in the opinion of MONOCHROME, improvement in performance is both possible and desirable.

3.3. The agreed Review fee or any outstanding part of it will be due in full immediately on submission or presentation of the findings of the review and of the associated tax invoice.

4. Hosting and support for the Client?s website:

4.1. The Client commissions MONOCHROME to provide hosting and support for the Client's website.

4.2. The arrangement can be terminated by either party on one month?s notice in writing.

4.3. The Client agrees to pay the agreed fees promptly annually in advance by cheque, direct debit or standing order as agreed mutually between the two parties.

4.4. The Client agrees to take adequate measures to ensure their website or any system operated or provided by MONOCHROME is not used for transmission of computer viruses, any material that is obscene, defamatory, abusive, indecent, or illegal, nor used in a manner creating a violation or infringement of the rights of any person, firm, company or other entity.

4.5. MONOCHROME reserves the right to suspend the hosting and / or other services at its absolute discretion for the purpose of maintenance, improvement, repair or prevention of problems including those highlighted in 4.4.

4.6. Where MONOCHROME provides the Client with e-mail facilities, web hosting or other services which involve the provision of computer storage space, MONOCHROME reserves the right to impose limits on the storage space and bandwidth provided. Such limits may be by reference to the physical amount of space made available, the number of e-mail messages held, the size of any attachments sent or any other method MONOCHROME may specify. MONOCHROME reserves the right to vary these limits from time to time and will keep the Client informed by e-mail. MONOCHROME reserves the right to refuse to accept material and/or to delete material, which exceeds the relevant limit.

4.7. It is the sole responsibility of the client to insure that all domain names are up to date and correct MONOCHROME are not accountable for domain name lapses or cancellation by the domain authorities.

5. Integration of Website operation/information into the Client?s administrative systems

5.1. The Client commissions MONOCHROME to review the work required and benefits from integration of agreed aspects of the client website information flow and to recommend a specified programe of integration.

5.2. The Integration fee or any outstanding part of it will be due in full on completion of the integration or agreed stages. The Client undertakes to pay MONOCHROME the agreed fee promptly on approval of the completed integration or agreed staged development and on the submission of the associated tax invoice. The Client agrees not to unreasonably withhold approval of the work undertaken or of the staged development.

6. Search Engine Services

6.1. The Client commissions MONOCHROME to undertake work on the client?s web site with a view to increasing its exposure to search engines and /or registration with search engines.

6.2. MONOCHROME will report verbally, in writing or email as agreed to recommend and agree the work to be undertaken.

6.3. The agreed fee or any outstanding part of it will be due in full immediately on the main submission to search engines or earlier by agreement and on presentation of the associated tax invoice.

6.4. Where a post registration report and resubmission of failed entries has been commissioned, this will normally be undertaken within 3 months of the main submission.

MONOCHROME Terms and Conditions 2.0.00/08/06

Web site design and Internet strategy consultants working under UK law