These Terms and Conditions shall apply to the provision of Services by Showcase Trading Ltd, trading as Showcase Web Development, a company registered in England under number 09900790, of Office 40, Burlington House, 369 Wellingborough Road, Northampton, Northamptonshire, NN1 4EU, hereinafter called “the Company” to the Client.
1. Definitions and Interpretation: In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Acceptance” means the acceptance of our Estimate, the placement of an order and/or your written consent to receive the Services, and includes acceptance of these Terms and Conditions;
“Client” means you, the individual, firm or corporate body purchasing the Services;
“Estimate” means the written estimate of our fees required to provide the Services, which remains open for acceptance for a period of 30 days unless otherwise stated and shall constitute our entire scope of works. Any timescales provided in our Estimate are a guideline only and are not of the essence of the contract; and
“Services” means the web design, bug fixing, development, copywriting, web consultancy, SEO, web hosting and/or any other Services provided by us to you.
1.1 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.1.1 “we”, “us” and “our” is a reference to the Company and includes our employees and agents;
1.1.2 “you” and “your” is a reference to the Client and includes your employees and agents;
1.1.3 “writing” and “written” includes emails and similar communications;
1.1.4 “agreement” and “contract” means the contract formed upon your Acceptance of our Estimate for the provision of the Services;
1.1.5 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.1.6 “these Terms and Conditions” is a reference to these Terms and Conditions;
1.1.7 a clause or paragraph is a reference to a clause of these Terms and Conditions;
1.1.8 a "Party" or the "Parties" refer to the parties to these Terms and Conditions.
1.2 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.3 No terms or conditions stipulated or referred to by the Client in any form whatsoever shall in any respect vary or add to these Terms and Conditions unless otherwise agreed by us in writing.
1.4 Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.
2. Web Design: The following clause 2 shall apply to web design Services only.
2.1 Unless otherwise agreed by us in writing, our payment terms are as follows:
50% of the estimated fee is due upon acceptance of our Estimate. We will not schedule the works until this deposit is paid in full. This deposit is non-refundable.
A further 25% of the estimated fee will be invoiced upon provision to you of our first working draft of the website, with the balance (inclusive of any further costs incurred over the course of the project) to be issued upon website sign off – BEFORE the website goes live, or within 3 months of acceptance of our Estimate, if the completion is delayed through no fault of our own.
2.2 For larger projects, or otherwise at our discretion, we reserve the right to charge additional interim payments at various milestones as the works progress. Where possible, we will notify you of the expected milestones in our Estimate.
2.3 All invoices are payable within 7 days from the date of invoice.
2.4 The Services can be cancelled at any time after they have commenced, by either Party giving the other 7 days’ notice. Please see clause 7 for cancellation provisions.
2.5 Should you require any additional services after acceptance of our Estimate, we will provide you with a further Estimate, which must be accepted by you in writing before we will proceed. Such additional services will be charged in accordance with our standard rates applicable at the time.
2.6 We will use our own exclusive judgement when carrying out the works and deciding upon artistic factors required for the provision of the Services. We will not accept liability, and no refunds will be offered, in the unlikely event that you are dissatisfied due to a matter of personal taste.
2.7 We will require your written sign off of design visuals and website functionality at various stages throughout the course of the works. These should be provided promptly, and in any event within two weeks, to avoid delays.
2.8 Any website copy will be uploaded by us exactly as we receive it. It is your responsibility to check for mistakes, including spelling mistakes, and we accept no responsibility for the same.
2.9 Any alterations required after sign off of the various stages, any changes to the brief following the initial consultation or any additional visits required above the allowance included for in the Estimate will be chargeable at our standard rates applicable at the time.
2.10 We will endeavour to ensure the website works on and is compatible with all responsive devices and browsers but we cannot guarantee this will be possible.
2.11 We reserve the right to advertise our company on your website. This is an important part of our marketing strategy, therefore, should you wish to opt out of this, please contact us in writing and we will issue an invoice for a fee equivalent to 10% of the total contract sum.
2.12 If we are delayed through no fault of our own for a period of 3 months or more in launching the website, we will automatically begin to charge for web hosting, at which point the provisions of clause 5 below will apply.
3. One-off Services: The following clause 3 shall apply to one-off Services only, including bug fixes, design work, development on existing websites & copywriting.
3.1 We will provide an Estimate for all one-off Services as listed above.
3.2 For bug fixes and development work, we require payment of a minimum fee as per our current rates, up front, upon acceptance of the Estimate. After this, we will provide a further Estimate of any remaining work required.
3.3 For bug fixing services, we warrant that upon handover, the website will be bug-free. Any problems incurred after this handover will be chargeable. Should we discover that any third party has worked on the website at any point after acceptance of our Estimate, this will invalidate any warranty offered by us.
3.4 For design work and copywriting services, we require payment in full up front before we will commence the Services. Any additional work not included for in the Estimate will be chargeable at our standard rates applicable at the time.
3.5 For copywriting services, we will provide copy for your approval and will accommodate a maximum of 3 rewrites of the copy without charge. Should you require more than 3 rewrites, any additional changes may be chargeable at our discretion. You will be deemed to be satisfied with the Services once you have approved the final draft and any changes required to be made after approval of the final draft will be chargeable at our standard rates applicable at the time.
4. Web Consultancy and Digital stationery
4.1 We will provide an Estimate to carry out the required works.
4.2 We will invoice upon completion of the Services. All invoices are payable within 7 days from the date of invoice. We reserve the right to issue our invoice at any stage, regardless of whether our works have been completed or not, if we are delayed from completing the works through no fault of our own.
5. Ongoing Services: The following clause 5 shall apply to ongoing Services only, including web hosting, SEO and Pay-Per-Click services, as well as our education and maintenance packages.
5.1 Payment shall be made by way of monthly instalments in advance on the 1 st or 10th of each calendar month by standing order or Direct Debit (via GoCardless).
5.2 Domain agreements are payable in advance.
5.3 It is your responsibility to set up and maintain the standing order payments upon acceptance of the Estimate. Invoices will only be issued on request.
5.4 The contract for any ongoing Services will be automatically renewed, with the exception of the price, on the same terms and conditions as set out in this agreement on a rolling monthly basis unless a written notice to terminate is given by either party in accordance with clause 7 of this agreement. Domain agreements will be automatically renewed, with the exception of the price, on a rolling annual or biennial basis unless a written notice to terminate is given by either party in accordance with clause 7 of this agreement. We shall notify you of any such price increase in accordance with these terms and conditions.
5.5 Should payment not be received in accordance with this clause 5, we reserve the right to suspend the Services and charge interest on the overdue sum in accordance with clause 6.4 below. Further, should any payments remain outstanding for a period of 3 months or more, we reserve the right to shut the website down and/or reuse the domain name at our sole discretion.
5.6 Where our ongoing Services include for a number of hours to be used on a monthly basis, any hours must be used within the relevant month. Unused hours cannot be carried over. Any hours required over and above the allocation will be chargeable at our standard rates applicable at the time.
5.7 We will use our best endeavours to ensure the web hosting Services are uninterrupted, however, we cannot guarantee this and interruptions may be encountered due to unforeseen circumstances. Our sole liability shall be as outlined in clause 19 and we shall accept no liability for any loss of profit or any consequential losses whatsoever.
5.8 In addition, we cannot be held responsible for events that occur outside our control including, but not limited to, loss of data and hacking. You are responsible for backing up any images and data on the website and we accept no liability for this. We can offer a back-up service and/or our maintenance package for an additional fee. Please contact us for further details.
5.9 We will provide professional advice and recommendations in relation to the Services but we cannot accept responsibility for any actions taken as a result of such advice or recommendations, nor can we guarantee the success or outcomes of any marketing campaign or any of the other Services provided. Further, we shall not be liable for any consequences should any professional advice not be taken.
5.10 Where we have agreed to carry out Pay-Per-Click advertising campaigns on your behalf, you will be required to agree to the relevant advertising campaign website’s terms and conditions and a separate contractual relationship will be created between you and the campaign website.
6. Fees
6.1 You hereby agree to pay the fees in accordance with the terms of payment herein.
6.2 All sums payable by either Party pursuant to the Agreement are exclusive of any value added or other tax, where applicable, (except corporation tax) or other taxes on profit, for which that Party shall be additionally liable. All payments shall be made in pounds sterling without any set-off, withholding or deduction except such amount (if any) of tax as you are required to deduct or withhold by law.
6.3 The cost of delays attributable to you including, but without limitation, failing to carry out agreed actions or not providing necessary information or services, or failing to give proper notice to terminate or cancel as detailed herein will be charged at our standard fee rates applicable at the time.
6.4 The time of payment shall be of the essence. If you fail to make any payment on the due date then we shall, without prejudice to any right which we may have pursuant to any statutory provision in force from time to time, have the right to suspend the Services and charge you interest on a daily basis at an annual rate equal to the aggregate of 8% above the base rate of the Bank of England from time to time on any overdue sum in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgment.
7. Cancellation and Termination
7.1 Either Party has the right to cancel the Services detailed in clauses 2, 3 or 4 by the giving of 7 days’ notice to the other. In this event, you shall be liable to pay for any work carried out up to date of cancellation. Under no circumstances will any deposits be refundable.
7.2 Either Party has the right to terminate the ongoing Services detailed in clause 5 forthwith by the giving of 90 days’ written notice, whereby there will be no continuing liability by either Party. The fees will continue to be due and payable, and we will continue to provide the Services, throughout any period of notice.
7.3 Either Party has the right to terminate any Services forthwith:
7.3.1 if the other has committed a material breach of this agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or
7.3.2 if the other goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
7.4 Upon termination, all payments required under this Contract shall become due and immediately payable.
7.5 Any and all obligations of the Parties, which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract, shall survive termination under this Clause 7 on a pro-rata basis.
8. Client’s Responsibilities
8.1 The Client agrees, where applicable, to:
8.1.1 provide us with information, advice and assistance as we may reasonably require within sufficient time to enable us to perform the Services;
8.1.2 provide us with suitable and sufficient access, passwords, material and images to enable us to perform the Services;
8.1.3 ensure any staff are trained in the proper use and operation of any system provided by us;
8.1.4 virus-check all data and material supplied to us and ensure data is backed up regularly;
8.1.5 keep secure from third parties any passwords issued by us to you in connection with the Services;
8.1.6 nominate a suitably qualified individual to act as your representative to liaise with us regarding the Services; and
8.1.7 obtain and maintain all necessary licences, permissions and consents in connection with the Services.
8.2 If you fail to meet any of the provisions of this clause 8, without limiting our other rights or remedies, we shall:
8.2.1 have the right to suspend performance of the Services until you remedy the default; and
8.2.2 not be held liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay in performing any of our obligations as a result;
8.2.3 be entitled to claim for any costs or losses sustained or incurred by us arising directly or indirectly from your default.
9. Notice and/or Lead In Period: Unless otherwise agreed in writing between the Parties, we require a minimum of 7 days’ formal notice to commence the Services.
10. Errors or Discrepancies: You are responsible for the accuracy of any information submitted to us and for ensuring that the Estimate or contract reflects your requirements. Our Estimate is based on the information provided to us at the time of preparing such Estimate. Should any errors or discrepancies become evident which affect the order value, we reserve the right to make any adjustments to it.
11. Variation and Amendments
11.1 If you wish to vary the Services to be provided, please notify us as soon as possible. We shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to you.
11.2 If, due to circumstances beyond our control, we have to make any change in the arrangements relating to the provision of the Services, we shall notify you immediately. We shall endeavour to keep such changes to a minimum and shall seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.
11.3 Any agreed variation or amendment will be carried out in accordance with these terms and conditions and any price increase necessitated as a result shall be payable in accordance with the terms for payment herein.
12. Confidentiality: Each Party undertakes that throughout the duration of the agreement, the Parties may disclose certain Confidential Information to each other. Both parties agree that they will not use the Confidential Information provided by the other, other than to perform their obligations under this agreement. Each Party will maintain the Confidential Information’s confidentiality and will not disseminate it to any third party, unless so authorised by the other Party in writing.
13. Documentation: We include for any documentation to be submitted in our normal standard format only. If additional copies or specific requirements are needed, we reserve the right to apply additional charges. We shall retain title to the documentation and no documentation shall be handed over until all payments as detailed above have been paid in full.
14. Literature and Representations: Any marketing literature is presented in good faith as a guide to represent the Services offered and does not form a part of the Agreement. None of our employees or agents are authorised to make any representation concerning the Services unless confirmed by us in writing. In entering into the Agreement, you acknowledge that you do not rely on and waive any claim for breach of any such representations, which are not so confirmed.
15. Intellectual Property
15.1 Upon completion and handover of the Services, and provided payment is made in accordance with the terms of payment herein, we will extend to you any intellectual property rights belonging to us which may subsist in the provision of the Services.
15.2 You shall not be entitled to use the website, designs, wording or materials created during the provision of the Services until they have been handed over by us.
15.3 We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of our intellectual property rights.
15.4 Notwithstanding the above, we reserve the right to use any websites, designs or materials created by us, together with your company name, in any advertising or promotional material, publications, print, or any other purpose required by us.
15.5 Any intellectual property rights granted shall be automatically revoked if you breach any of these terms or the agreement is cancelled or terminated in accordance with clause 7 above.
15.6 You warrant that any image, document or instruction supplied or given by you shall not cause us to infringe any advertising codes of conduct or any intellectual property rights, including any letter patent, registered design or trade mark in the execution of these services and shall indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for infringement of any patent, copyright, design, licence, trademark or any intellectual property rights which results from our use of your information.
16. No employment: Nothing in this Agreement shall render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
17. Insurance: We include for Public Liability Insurance and Professional Indemnity Insurance. Details are available on request.
18. Assignment and Sub-Contracting
18.1 You shall not be entitled to assign the benefits under the Agreement.
18.2 We may sub-contract the performance of any of our obligations under the Agreement without your prior written consent. Where we do so, we shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.
19. Liability and Indemnity
19.1 Except in respect of death or personal injury caused by our negligence, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under the Agreement.
19.2 All warranties or conditions whether express or implied by law are hereby expressly excluded.
19.3 You shall indemnify us against all damages, costs, claims and expenses suffered by us arising from loss or damage to any equipment (including that of third parties) caused by you, or your agents or employees.
19.4 In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, shall not exceed the fees and expenses paid by you for the Services.
19.5 Any property including both hardware and software supplied to us by or on your behalf shall be held and worked upon by us at your risk. We shall not be liable for any loss or damage to any such property.
19.6 We may from time to time provide introductions or referrals to other companies, however, under no circumstances shall we be liable for the actions or lack of actions of said other companies.
20. Restrictive Covenants: Neither Party will, during the term of the Agreement and for a period of 1 year from its expiry, without the other’s prior written consent, appoint in any way or cause to be employed, engaged or appointed an employee, agent, director, consultant or independent contractor of the other. Whilst the above restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if, taken together they are adjudged to go beyond what is reasonable in all the circumstances for our protection but would be judged reasonable if part or parts of the wording of them were deleted or its period reduced or an area defined, they shall apply with such words deleted or with such modifications as may be necessary to make it valid and effective.
21. Force Majeure: Neither Party shall be liable for any failure or delay in performing their obligations under the agreement where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event beyond the control of the Party in question.
22. Waiver: If the rights under these terms and conditions are not exercised or enforced for any reason, including following a breach of contract by either party, this does not mean that either of us has waived our right to do so at a later date. Any waiver shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.
23. Severance: The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and the Agreement, as appropriate). The remainder of these Terms and Conditions shall be valid and enforceable.
24. Data Protection: Both parties agree to comply with all applicable data protection legislation, including but not limited to the Data Protection Act 1998 and any subsequent amendments thereto. We will hold any data of yours on password-protected computers, which are backed-up regularly and protected by a firewall.
25. Third Party Rights: No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
26. Notices: Notices shall be deemed to have been duly received and properly served immediately when posted on our website, 24 hours after an email is sent, or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.
27. Law and Jurisdiction: This Contract shall in all respects be subject to and construed in accordance with the laws of England and Wales. Any dispute between the parties shall be referred to the exclusive jurisdiction of the courts of England and Wales.