Terms and Conditions for Website Design, Build and Amendments
Terms of the Agreement
- The agreement will begin when the contract/agreement has been emailed to both parties and will continue until the selected work is completed.
The agreement can be extended with mutual written consent.
- If the contract contains a clause to provide on demand support the contract is not terminated until 5 years after the last contact betwen both parties.
- Modifications and changes to the terms of the agreement need to be written, agreed and authorised by mutual consent.
- In case either party wants or needs to cancel the agreement, 7 days notice in writing is required by either party.
- Anything agreed verbally is not confirmed unless agreed in writing.
- You understand and agree that if the website you wish Sarah Eagle Designs to work on is not yours but your clients', you are Sarah Eagle Designs client and are fully responsible for all payments and decisions made. You will receive extra time to confer with your clients where appropriate shown in brackets after the standard time.
- By asking SED to do work for you or providing a PO number you are agreeing to these T&Cs, except where Sarah Eagle has signed a contract and an individual clause conflicts with any on here, in which case your T&Cs will prevail.
- If there are any conflicts between these Terms & Conditions and the proposal the proposal will prevail.
The Schedule of Services details the full services that are to be provided under this agreement. Sarah Eagle Designs (SED) will provide these services in a professional, competent and timely manner.
Anything not specifically mentioned in the Schedule of Services is extra work and will be negotiated as an extension to this agreement or as a separate agreement, as appropriate and mutually agreed in writing. The fees payable by you in respect of any additional work will be agreed between us on a case by case basis using the standard hourly rate as a guide.
Unless otherwise specified, the Schedule of Services does not include any logo creation, graphics not supplied within the design or photography or stock image searches or purchases.
Only support specifically mentioned in the Schedule of Services is included. Any further support is chargeable at the standard hourly rate by telephone or email during office hours. All tasks are logged in timesheets and supplied with the invoice.
All work done on Joomla or GPeasy sites would be transferable to another suitable server and another developer would be able to take over the project for you if required. A developer with Joomla experience would be preferential for Joomla sites.
You will provide a single point of contact through which all agreements, modifications to agreements, requests for amendments and revision and all other changes will directed.
Should you need to change the contact for the project, this will be notified in writing and you will endeavour to ensure that the new contact is fully briefed on the project to date.
Template Design & Build
If we are developing a bespoke design for Joomla you may request up to 60 minutes of amendments to the design concept. If the design is for a GPeasy site you may request up to 30 minutes of amendments to the design concept. In either case the design concept must be signed off by you before the build of the template can begin. Time taken to redo design work because your thoughts, requests or needs have changed since the original design meeting will be charged at the Standard Hourly Rate.
Once the template is built you may request minor modifications within 14 (21) days up to a total of 60 minutes for Joomla and 15 minutes for GPeasy to the custom template. Any changes required later or above the designated timescales will be chargeable at the standard hourly rate.
A Joomla! template consists of a number of files that controls how the default Joomla! components look. So that is usually the header, menus, sidebars and footer that is consistent on all pages, together with the standard article layout, the category blog & list layouts and the contact page with the default contact form. Any other layout work required for non-default extensions will be costed separately.
A GPeasy template consists of files that control how the header, menus, sidebars and footers that are consistent on all pages look. Any other layout work required for all extensions will be costed separately.
A bespoke template designed for you will never be used on another site unless you request it.
Adding Content, Maintenance & Security Updates
The Schedule of Services does not include any content editing/input except for any items specifically outlined or necessary test data. Adding content will be costed on a page by page basis or hourly rate if needed. Content is all text and images within the Joomla CMS: articles/pages, categories, menu items, extra contacts, weblinks, banners, products, product categories, modules, search results, all text available for editing in the ‘Language Manager’ and any other Virtuemart / Joomla / extensions that are not in the standard Joomla setup up. It does not include template or CSS work. Unless agereed otherwise, it is your responsibility to remove or unpublish test data.
Once the work is deemed as completed it is up to you to make any further content changes unless specified in another agreement.
To add/change your content, you will be provided with login details for up to 5 admin logins for the website and a super admin login for the website. Any content which has been amended by you or an agent other than SED becomes your responsibility. Any time to repair the website or pages if they have been broken by anyone except SED will be assessed at the standard hourly rate and is not included as part of any other agreement.
The Schedule of Services does not include any software maintenance or security updates unless specifically mentioned. These are your responsibility unless a support contract is entered into between SED and you. That support contract will be contained within its own document.
The software/code will be the latest available that is applicable for your project at the time of starting the project. If the software/code needs to be updated during development it will be charged at the standard hourly rate plus any expenses incurred (to pay for new licences etc), but will not be done without your prior consent.
Joomla Versioning & Development
"Joomla 3.6.4" has a major number of 3, a minor number of 6 and a patch number of 4. Any minor updates and patches are backwards compatible and are considered as "upgrades". Major versions are not backwards compatible and may require work to restore the site. They are considered to be "migrations".
Joomla supports only the most recent minor release. As soon as a new minor release is made, support for the previous minor release is ended. A major series may be declared end-of-life (and hence become unsupported) only after at least 2 years have elapsed since the most recent minor release in that series.
Further reading about Joomla development
SEO (Search Engine Optimisation)
On setting up a new website, SED is responsible for making sure you can input meta data, add your own headings and other basic styling options (ie bulleted lists), that each page has at least one heading1 tag and that pages/areas of the page not editable by you are as semantic as possible. It will be your responsibility to ensure the content you enter is pertinent to your site.
SED uses the latest HTML/CSS techniques and tests the layout on the latest versions of IE Edge, Firefox, Google Chrome, Opera and a few key pages on Safari through Browserstack on a PC at the time of building and testing. IE11 will tested, but some of the layout may be different from the newer browsers. If we are creating a new template a message will show to anyone using older versions of IE that they should upgrade their browser for their own security and to see the site as it was designed.
The functionality is tested on the latest version of Chrome as the site is built. If selected in the Schedule of Fees, the whole site can be tested by a trusted 3rd party before it goes live. However it is your responsibility to make sure that you check your site is working as you expect from the Schedule of Services before the site goes live.
All websites developed by SED come with a 90 day warranty from the date of final payment. If during this period you discover any bugs/errors in templates/code created by SED they will be fixed ASAP and free of charge. Any bugs that are in Joomla, GPeasy or 3rd party extensions will need investigation to see if SED can fix them or if the 3rd party developer will need to fix them.
Whilst every effort will be made to ensure 3rd party extensions are fixed, SED does not guarantee that they can be. 3rd party extensions may need to be upgraded in order to fix bugs and any work that needs to be done due to upgrading will be costed on the standard hourly rate plus expenses incurred, even if the site is still in development.
The warranty will be invalid if the client or any 3rd party installs, uninstalls, updates, configures or modifies Joomla or any 3rd party extensions (components, modules, plugins or templates).
This warranty will be invalid if the cause of the problem is a result of your web server specification or changes to your web server.
If after investigating or carrying out work to rectify a bug or error we discover that the warranty is invalid SED reserves the right to charge you at the standard hourly rate for all work carried out.
3rd Party Extension licenses and support
Unless you have specifically purchased and paid a separate license fee for an extension support/update license SED may choose to install 3rd Party Extensions under our own multi-site license. In these cases you will not be able to download updates yourself or request support directly from the extension developer. SED will provide you with updates, on request, for up to 12 months from the commencement date of your development unless we have terminated or not renewed our multi-site license for the extension.
If you require the facility to download updates or receive extension support directly from the extension developer then you will need to purchase your own license directly from the extension developer.
If SED is to buy software on your behalf you will be charged the cost of the extension + a handling fee of £10.
SED can research any 3rd party extensions on your behalf to find out ones that would be the best for your requirements. This will be charged at the standard hourly rate.
Meetings & Reviews
For Joomla websites, SED offers up to 1 hour free initial consultation over the telephone, using Skype, at your offices within 5 miles of Hereford city centre
or at a mutually agreed venue within 5 miles of Hereford city centre
(any extra miles may be chargeable).
For GPeasy websites, SED offers up to 1 hour free initial consultation over the telephone or using Skype.
Other face-to-face meetings & reviews are not included unless specifically mentioned in the Schedule of Services and all are chargeable at the standard hourly rate.
Milage for meetings will be chargeable at £1 per mile for the first 50 miles, each subsequent mile is chargeable at 50p per mile, if specifically noted in the contract.
You will be able to review work in progress on the development server as it happens. Often though, things will be broken or look terrible until they are completed, so it is best to wait until it is completed before you email or call about any developments.
The majority of reviews will take the form of emails or telephone calls, often from SED requiring you to check that you are happy with how the work functions and looks. A final review together can be arranged once the work is finished, but before any amendments are done.
Should circumstances beyond the control of either party occur (including Force Majeure) that affect either party’s ability to progress as planned, these will be raised immediately and a review scheduled.
Reviews will give both parties the opportunity to discuss progress, review future work plans, raise any concerns about progress and performance and seek to resolve any issues that may have occurred.
Should it not be possible to resolve issues that have been raised, then both parties reserve the right to cancel the project with 7 days’ notice.
All amendment requests must be confirmed by email and sent within 30 days of SED sending out the Final Completion email. Any sent after this date will be charged at the standard hourly rate.
Further to any included amendments, you can request any amendments you wish. These will be charged at the standard hourly rate and will be done once the original work has been completed and full payment received. They do not part form part of the original contract.
Hosting and transferral of work
The website/work can be set up on SED’s development server so that everything, including all content can be set up ready for the site to go live out of public view and can remain here free of charge for up to 6 months. If you require the work to be done on your own server 75% of all items must be paid before work can begin.
The project/amendments are deemed as completed by SED when everything is done as per the Schedule of Services, not necessarily when the project/amendments go live. Once payment is received in full, SED will take a backup of the development site / work and transfer to the live server free of charge if the site is to be hosted with SED. Any conflicting or existing data will be removed or overwritten as necessary unless otherwise requested and agreed in writing.
If the site is not to be hosted with SED it is your responsibility to ensure that your server is set up properly for your site and all extensions. Any existing files will be moved to a backup folder or overwritten as necessary unless otherwise requested and agreed in writing. It is your responsibility to make sure there is enough space and you must provide FTP details, DB connection details and any other logins as required. You agree that putting a site live on any server except for SED’s will be charged at the standard hourly rate.
It is your responsibility to take any data from your original site before the new work is transferred.
All work arising from your server's misconfiguration or changes / updates will also be charged at the standard hourly rate.
Ownership of Materials and Intellectual Property
SED retains ownership of intellectual property rights (principally, but not restricted to, copyright) for any work completed until all invoices agreed to be payable by you have been fully settled, whereupon such rights will automatically vest in you.
Rights to photos, graphics, source code and computer programs etc produced by 3rd parties are specifically not transferred to you, and remain the property and copyright of their respective owners.
You are assigned the rights to use the templates, source code, designs, layouts or graphics created for the project as part of the Schedule of Services are for use as described on one website only.
Re-selling, distributing or re-using any templates, source code, designs, layouts, or graphics is prohibited without the prior written permission of SED and/or the respective owners. You may keep one backup copy for recovery purposes only.
Unless otherwise agreed to and documented 50% of the original template development charge will become payable by you for every additional use of the template whether on a website owned and/or controlled by you or not.
Unless otherwise agreed to and documented 50% of the original component or module modification or custom module or component development charge will become payable by you for every additional use of the module or component or modification whether on a website owned and/or controlled by you or not
Modification of the templates, modules or components by the client or a 3rd party does not effect these terms.
In the event that you cancel the project, SED will retain the intellectual property rights that have not previously vested in you and you will not have any rights to use any materials produced during the course of the project. Should SED need to cancel the project, SED will transfer rights for any work that you have fully paid for.
You must not make any copies of any part of the work for any other reason than one backup for recovery purposes. Automatic backups of websites as part of hosting contracts are allowable.
SED retains the right to use any work or materials produced for you that are in the public domain for the purposes of business promotion. You agree to allow SED to use the website, screenshots or any other graphics created by SED as a reference in her advertising and marketing material.
SED will include a byline, hyperlink and/or meta tags establishing authorship credit. You agree not to remove, hide, have removed or have hidden this authorship credit without prior written permission from SED and paying the appropriate fee of 20% of the project cost.
If the website you wish SED to work on is not yours but your clients' and SED is working as a subcontractor, this authorship credit will be yours instead at no extra cost.
All fees are to be paid in GBP via bank transfer, cash or cheque if agreed.
The Instruction of Work form outlines the Schedule of Fees, Timescales, and Terms and Conditions for the services provided.
All anticipated expenses to be incurred in the provision of services outlined in the Schedule of Services have been accounted for within the Schedule of Fees. However, should unanticipated additional expenses be required, SED will notify you and no expenses will be incurred by SED without your prior agreement.SED will provide you with timesheets/statements/receipts for all such expenses as appropriate. Examples would be purchase of scripts, software, special fonts, stock photography and images.
In the event that you do not pay fees as outlined within the Schedule of Fees, SED will cease work on the project until such time as payment is brought up to date.
A project put on hold will require a fee of 10% of the final cost to restart the project plus any extra time and costs to upgrade software/code. All work completed to that point becomes immediately payable.
Payment & Invoices
In order for SED to remain in business, payments must be made promptly. Invoices are due upon receipt, except hosting fees which must be paid 7 days before the commencement of the next year’s hosting. If payment is not received within 7 days SED reserves the right to stop work until full payment has been received.
Invoices for deposits do not have a due date. Please pay when you are ready to accept SED’s terms and conditions and secure booking. Work cannot commence or be booked in until the deposit is received and funds have cleared.
Payments due upon completion will be invoiced when that part of the work has been completed, several parts of work may be bundled into one invoice as is reasonable.
Work will not be put live until payment is received in full.
All work on an hourly rate will be invoiced every four weeks or when a reasonable block of work has been completed. The minimum invoice amount will be equal to 1.5 hours at the standard hourly rate.
If an amount remains outstanding thirty days after its due date, an additional five percent (8%) above the Bank of England base rate penalty will be added for each calendar month the invoice remains outstanding. SED reserves the right to remove web pages and websites from viewing on the Internet and block email accounts until final payment is made and is not responsible for any loss of business this may cause.
SED reserve the right to pass any unpaid amounts to a collections agency after 30 days. You agree to be responsible for any costs incurred due to collection of the amounts owing.
Timescales & Priority
The project proposal outlines a number of expectations and requirements for you. You agree to respond promptly within the timescales outlined in the Timescales & Development, and any emails to ensure that the project can be completed within time and accept that any delays by you in responding will affect the time to completion and the potential impact of the project.
In the event that you do not respond to contact from SED for more than 21 (28) days, which results the project being unable to progress SED will email you that the project has become inactive and will provide you with 7 days’ advance notice that work will be suspended unless your input is received.
If you do not reply by email that everything is completed as per the agreed Schedule of Services or list all outstanding items within 30 days of the Final Completion email, the project will be put on hold and become inactive. SED will email you that the project has become inactive and will provide you with 7 days’ advance notice that work will be suspended unless your input is received.
If there are outstanding items that do fall within the Schedule of Services SED will complete them as quickly as possible and send another Final Completion email.
Websites with errors that need urgent attention get top priority. Customers with Monthly Support Contracts also get top priority. Existing projects may need to be finished before non-urgent work can begin on other websites
Should you wish to place the project on hold temporarily, you will do this in writing with a minimum of 7 days notice and if possible provide an anticipated restart date.
You accept that any work that has become inactive will affect the time to completion and the potential impact on the success of the project.
Inactive projects can be restarted with a revised timeline by mutual agreement. You accept that it may not be possible to immediately restart a project or to proceed with the original timings.
In the event that a project is inactive for more than one month, invoices will be issued for all work to date if this exceeds the payments already made.
In the event that work is cancelled at your request, you will forfeit any deposit paid under the agreement. SED shall have the right to bill on the standard hourly rate for work completed to the date of that request and for any software, scripts images or other items purchases for the project, while reserving all rights under these Terms & Conditions. If the project is cancelled within 2 weeks of the anticipated final completion date of agreed project activities - 100% of total fees become immediately payable.
If additional payment is due, this shall be payable within 7 days of your notification to stop work.
In the event of cancellation, you shall also pay any expenses incurred by SED and SED shall own all rights to the work. You shall assume responsibility for all collection of legal fees necessitated by default in payment.
Should SED need to cancel the project, you will be informed of the reasons for this and invoiced for work completed up to the cancellation date or returned any payments (less expenses directly incurred) as appropriate.
SED can in no circumstances be liable for any consequential loss on your part howsoever caused. SED’s liability to compensate you for any failure on her part shall be limited to the full fees paid to SED by you during the previous 12 months in connection with the relevant service provided, minus any expenses incurred.
SED will not be liable for failing to complete any contract between SED and you due to circumstances beyond SED’s control including illness, loss of power supply, machine breakdown, loss of materials, fire, storm, flood, act of god, war, civil disturbance or terrorism.
SED may need access sensitive information about your business; examples would include verbal or written information on (but not limited to) customer and client information, your sales information and business processes. SED will not disclose or use any of this information, unless you consent to this or if SED is required to do so by law.
Capacity as an Independent Contractor
You are hiring SED as an independent professional and it is understood that SED is not an employee of your company and will not expect to receive the same benefits as employees. As an independent contractor SED has control over when the work is done within the agreed timescales.
Limitations of scope
As we are using 3rd Party software, it means we are to a certain degree, limited by what the software can do. Any changes made to the functionality through the administration configuration / settings will be completed by SED as necessary at no extra cost during the build. Any changes made to the functionality that require bespoke coding may incur an extra cost. Either an estimate will be made and the work carried out on the standard hourly rate or a fixed quote will be given if at all possible. Occasionally changes made to the functionality are not possible at all.
Up to 15 minutes of minor changes to the visual look of each extension, excluding the template is included unless otherwise noted in the Schedule of Services.
You agree that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service or Host Server. Abusive and unethical material and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity or material avocation illegal activity and any infringement of privacy or libel.
It is your responsibility to ensure that any work you ask SED to create does not breach any copyright, violate the rights of any third party or violate any laws and that you have the necessary permissions, rights and licences, copyright to use any materials which you supply for use on your project/amendments, such as (but not limited to) photos, written information, testimonials, quotes, and will indemnify SED against any action from the failure to do so.
You agree that any work that needs to be redone because submitted materials are not suitable will incur an extra cost.
Governing Law and Jurisdiction:This agreement shall be governed by and construed under English Law.In the event of any dispute between us, we shall first attempt to settle such a dispute in good faith, including by mediation. In the event that such a dispute cannot be resolved, it shall be decided by the Courts of England and Wales.
Sarah Eagle Designs strives to offer all clients a reliable and excellent level of service and uses SiteGround for hosting. in addition to their terms https://www.siteground.co.uk/terms.htm the following applies.
2. Definition of Terms.
In these conditions, unless the context requires otherwise, the following words shall have the following meanings:
2.1. "Client" , "you" or “customer” means the person, firm or company that has requested any Services;
2.2. "Conditions" means the standard terms and conditions of sale set out herein;
2.3. "Contract" means any contract for the provision of the Services;
2.4. "IPRs" means any and all intellectual property rights including without limit any and all patents, design rights, database rights, copyright, know-how, moral rights, trade secrets, confidential information, trade marks, service marks, trade names and goodwill;
2.5. "Sarah Eagle Designs" or "we" or "I" means Sarah Eagle Designs;
2.6. "Netiquette" means generally accepted standards for use of the Internet such as but not limited to sending bulk unsolicited e-mail, mail bombing, misrepresenting that you have third party authorisation and impersonating another person;
2.7. "Server" means the computer servers used to provide the Service;
2.8. "Services" means any services supplied or to be supplied by Sarah Eagle Designs (which may include without limit Email Forwarding, Email, POP accounts, e-commerce, Web Site Hosting, FTP access, Domain Name Registration) as described in the quote or acknowledgement of order issued by Sarah Eagle Designs or as may be agreed from time to time; and
2.9. "Site" means the Internet website at www.saraheagle.co.uk
2.10. “Attachments” Means Proposal and/or Quotation
2.11. “Standard Hourly Rate” £40.00 per hour or the rate shown in the agreement
2.12. “Emergency/Weekend Hourly Rate” Hourly Rate plus 50%
3. Acceptance of terms
3.1. The Conditions set out the only terms on which Sarah Eagle Designs is prepared to provide you with the Services. The Conditions shall apply to all Contracts and by using the Services you accept this. All other terms and conditions (other than those which are agreed in writing between us) are excluded to the fullest extent permitted by law. Sarah Eagle Designs reserves the right to review and revise the Conditions from time to time without prior notice and, by using the Services subsequent to any revision of these Conditions, you agree to be bound by such changes. Please review my terms and conditions on a regular basis for changes.
4.1. Where appropriate, you agree to provide such information about yourself as prompted by the Service's registration form and ensure that it is at all times true, current, accurate and complete. If it is not or Sarah Eagle Designs reasonably suspect it is not true, current, accurate and complete then Sarah Eagle Designs shall be entitled to terminate the Contract or suspend the Services until such time as Sarah Eagle Designs determine.
5.1. You are responsible for the security and proper use of all usernames and passwords and must take all necessary steps to ensure that they are kept confidential, used properly and not disclosed to unauthorized people.
5.2. You must inform us immediately if you have any reason to believe that any usernames and passwords have become known to someone not authorised to use it or if any username or password is being or is likely to be used in an unauthorized way or of any other breach of security.
5.3. Sarah Eagle Designs are not liable for any loss of confidentiality or for any damages arising from your failure to comply with these terms. You will be entirely liable for all activities conducted and charges incurred under your usernames and passwords whether authorised by you or not.
5.4. If you forget any usernames and passwords you should contact us and subject to you satisfying certain security checks you will be given a new usernames and passwords to enable you to use the Services.
6. The services
6.1. The Services shall be as described in the Site or order form and such other material as Sarah Eagle Designs provides to you from time to time. Sarah Eagle Designs reserve the right at any time and from time to time to amend, improve, correct, discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice and you agree that Sarah Eagle Designs shall not be liable to you or to any third party for any such modification, suspension or discontinuance. Sarah Eagle Designs will restore the Service as soon as reasonably practicable after temporary suspension.
6.2. Unless otherwise agreed in writing by Sarah Eagle Designs, the minimum period for the provision of the Services is 12 months from date on which they are first made available to the Client (the "Initial Term") and shall continue thereafter for further periods of 12 months (each being a "Renewed Term") unless and until the Client serves at least one month's written notice on Sarah Eagle Designs prior to the expiry of the Initial Term or a Renewal Term, such notice to expire at the end of such Initial or Renewed Term.
6.3. Customers on any shared hosting plan will ensure that neither you nor any of your End Users makes excessive or wasteful use of the Server to Sarah Eagle Designs' detriment or that of Sarah Eagle Designs' other customers. The terms "excessive" and "wasteful" are defined by our experience with similarly situated customers. This means that your use of bandwidth may not exceed that of similarly situated customers. If the contents of your Space regularly generate more server traffic than is deemed acceptable by Sarah Eagle Designs, Sarah Eagle Designs shall send you an email warning to the email address you provided in My Details section of your User area. Our warning will also contain the terms and conditions for the appropriate solution. If you do not take corrective action or comply with an excessive traffic usage warning Sarah Eagle Designs have sent by email within the specified time frame, Sarah Eagle Designs reserves the right to terminate this Agreement without liability to you.
6.4. Sarah Eagle Designs has a set bandwidth allocation applicable to each Service, roughly up to 10,000 visits per month. If in any calendar month you use bandwidth over that basic allocation, your service will be limited and an overage fee may be charged if you wish to restore it.
6.5. Unused bandwidth may not be carried over from month-to-month.
6.7. Sarah Eagle Designs provide certain services designed to filter unwanted email. You acknowledge that use of the Services will likely result in the capture of some legitimate email and the failure to capture some unwanted email that may contain spam, phishing scams and email infected with viruses. Sarah Eagle Designs recommend that you implement additional levels of protection. Email that is captured by our filtering system is not subject to our SLA.
6.8. Sarah Eagle Designs shall be entitled to temporarily suspend or disable a Client's services at any time in order to protect all and any Internet solutions provided by Sarah Eagle Designs from time to time when necessary.
6.9. The use of the following types of software is not permitted :
6.9.1. P2P public file sharing software such as, Napster, Kazaa, and Morpheus;
6.9.2. or, Internet Relay Chat (IRC) software, such as mIRC.
7.1. Sarah Eagle Designs acts in good faith to back up data stored on your website once a day. and stored for 30 days. These backups are intended for internal use only and Sarah Eagle Designs cannot guarantee that a backup will be available for restore upon your request. It is your responsibility to back up data of all your content in order to prevent potential data loss.
7.2. Sarah Eagle Designs may determine that certain file extensions are not suitable for backup and exclude them from the backup. Such file types include, but are not limited to: iso; ace; arj; avi; bak; bin; bz; bz2; cab; car; cbr; ccd; cdr; cue; drw; exe; flv; gz; gzip; img; iso; jar; jmy; lbs; md; mid; midi; mov; mp2; mp3; mp4; mpa; mpeg; mpg; nrg; pae; pak; psb; psd; r00; r01; r02; r03; ram; rar; rm; rmf; sea; sub; tar; tar.gz; tgz; vob; wad; wav; wave; wma; wmv; zip. It is your obligation to verify whether particular files will be backed up.
7.3. Back Up Services are provided as is and are subject to all warranty disclaimers and limitations of liability set out herein. By purchasing services from us, including Back Up Services, you agree that you will maintain your own set of backups independent of those Sarah Eagle Designs maintain. If Sarah Eagle Designs provide data to you from a back up, it will be provided as raw data, and you may be required to reformat that data so that it reflects a prior configuration or use. Our only obligation is to restore your Space or Server to its operating condition. It is your obligation to restore your website.
8. Obligations of the client
The Client agrees that it shall:
8.1. Immediately notify Sarah Eagle Designs if it becomes aware of any unauthorised use of all or any of the Services and/or Servers;
8.2. Not use the Services and/or Servers for any unlawful purpose or for the publication, linking to, issue or display of any unlawful material (which shall include without limit any pirated software or any material which is obscene, pornographic, threatening, malicious, harmful, abusive, harmful, defamatory or which breaches the rights (including without limit IPRs) of any third party or which is or encourages criminal acts or contains any virus, worm, trojan horse or other harmful code) whether under English law or regulation, the laws or regulations of the Clients country or any other place where the results of such purpose or such material can be accessed;
8.3. Not use the Services and/or Servers for the publication, linking to, issue or display of any material which in the absolute discretion of Sarah Eagle Designs may harm Sarah Eagle Designs or any of its clients or bring Sarah Eagle Designs into disrepute or may call into question any action taken by Sarah Eagle Designs on the Client's behalf;
8.4. Not use the Services and/or Servers in breach of good Netiquette practices;
8.5. Ensure that it has all necessary consents, permissions and licences to make use of the Services including without limit registration under the Data Protection Act 1984 and 1998;
8.6. Not provide any technical or other information obtained from Sarah Eagle Designs and/or relating to the Services or the Contract to any person, company, firm or government which the Client knows or ought reasonably be aware may directly or indirectly lead to a breach of any English law or regulation;
8.7. Not, in breach of good Netiquette practices, use any service provided by any third party (including without limit an Internet website and/or e-mail) for the publication, linking to, issue or display of any material which refers to an Internet website hosted by Sarah Eagle Designs or any other services offered by Sarah Eagle Designs from time to time;
8.8. Ensure that all material or data hosted by Sarah Eagle Designs on any website operated by the Client from time to time or communicated through such site or using the Servers is checked for viruses and other harmful code;
8.9. The client should keep back ups of all data hosted at Sarah Eagle Designs for any website operated by the Client from time to time; and
8.10. Promptly notify Sarah Eagle Designs of any change to its communication address and the Client acknowledges that Sarah Eagle Designs shall not be liable for any costs, damages or loss which the Client may suffer or incur as a result of failure to notify such changes to Sarah Eagle Designs.
8.11. Download and delete all their stored e-mail on Sarah Eagle Designs’ servers at least once every 30 days.
8.12. To ensure their usage of stored e-mail does not exceed the purchased quota. Sarah Eagle Designs operates a default mail quota of 5MB and e-mail may be returned to sender should this level be exceeded.
8.13. The Client acknowledges that in order to make proper use of the Services it should have a basic knowledge of how the Internet functions and what types of use are and are not acceptable. The Client acknowledges that Sarah Eagle Designs shall have no obligation to:
8.13.1. Manipulate any material which the Client wishes and/or does post on any website it operates or any communication which it issues or sends in connection with any of the Services; or
8.13.2. Validate or vet such material for usability, legality, content or correctness.
8.14. If a website should be hacked Sarah Eagle Designs reserve to right to disable the hosting account immediately. Sarah Eagle Designs will not be responsible for any loss of business caused by disabling the hosting account or website.
8.15. The Client agrees to keep updated any Content Management Systems such as Joomla, Wordpress or any other scripts. If such scripts are not updated and the site becomes hacked or puts the hosting account and/or other accounts on the server at risk from hacking or blacklisting then Sarah Eagle Designs reserve to right to disable or delete the hosting account immediately. Sarah Eagle Designs will not be responsible for any loss of business caused by disabling the hosting account or website.
8.16. Sarah Eagle can be in no way held responsible if a website is hacked.
9. Email abuse and Spam
9.1. The sending of spam email or emails to multiple addresses is prohibited without prior agreement.
9.2. The sending of emails to multiple address must be through an approved Newsletter /Mailing List software to ensure the minimum impact on the server.
9.3. You must operate an opt in opt / out mailing list.
9.4. Sarah Eagle Designs reserves the right to remove permission to send emails to multiple email addresses at anytime and without notice.
9.5. If you are found to be breaking any Spamming laws all services may be terminated or suspended without warning.
9.6. In the event that your actions result in the server being blacklisted you may be liable for any costs resulting from your actions.
10.1. The current price payable for the Services shall be as specified on the order form or invoice. Sarah Eagle Designs agrees not to increase the prices it charges the Customer at least until the end of the initial term. The price is non-refundable. Sarah Eagle Designs shall be entitled to vary its prices from time to time however Sarah Eagle Designs shall give you at least one month’s notice of such increase and if you are not satisfied with such increase then you will be entitled to terminate the Contract by giving us written notice within one month of the date of the variation notice failing which you shall be deemed to have agreed to the variation.
10.2. The price covers permitted bandwidth (monthly transfer limit) as specified on the site. If you exceed this limit then Sarah Eagle Designs reserves the right to make additional charges for usage above the limit at the prevailing charge rate as stated on the Site. Sarah Eagle Designs will endeavour to let you know if your bandwidth use exceeds the agreed level however it is your responsibility to monitor the bandwidth being used by you from your web statistics page.
10.3. All prices quoted to the Client for the provision of services by Sarah Eagle Designs are exclusive of any value added tax for which the Client may be additionally liable at the applicable rate. Where the Services are purchased with a monthly payment plan comprising a set up fee, this fee is payable immediately. Where a long term contract is purchased, the set up fee is included within the total payment.
11.1. The price and all other amounts due under the Contract shall be paid by the Client by the due date and in the currency as specified in Sarah Eagle Designs’ invoice. Payment shall only be deemed received by Sarah Eagle Designs upon receipt of cleared funds. Payment shall be made in full without any abatement, set off or deduction on any goods.
11.2. Where the Services include or consist of registration of domain name services, Sarah Eagle Designs shall be entitled to raise an invoice for payment to the appropriate naming authority and for the hosting that name specifying the date by which payment by the Client must be made. Failure for any reason by the Client to make payment before the specified date will entitle Sarah Eagle Designs to release the Client's domain name without any liability for loss suffered by the Client howsoever arising.
11.3. It is of the essence of the Contract that the Contract price and all other amounts due from the Client under the Contract are paid on time. You shall be responsible for any and all expenses incurred by Sarah Eagle Designs in recovering overdue amounts and shall pay interest on them (before and after judgment) at annual rate of 5% above the base lending rate of Bank of England calculated daily until payment is made in full.
11.4. To ensure continuity of service you must ensure that payment and renewal of your hosting account is made before the renewal date.
11.5. Failure to settle all amounts before the renewal date will result in automatic termination and/or suspension of services.
12. Intellectual property
12.1. All IPRs relating to the Services provided by Sarah Eagle Designs are and shall remain the property of Sarah Eagle Designs. All rights in the design and arrangement of the Site, text and graphics and all software compilations, underlying source code, and all other material on the Site are reserved to of Sarah Eagle Designs Internet Services Limited or its licensors. Except as expressly provided below, nothing contained in these term of use or on the Site shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other IPRs.
12.2. Sarah Eagle Designs and all other names, images, pictures, logos and icons identifying Sarah Eagle Designs or its services are trademarks of Sarah Eagle Designs Internet Services Limited in the UK and other countries. Other product and company names mentioned on this Site may be trade marks of their respective owners.
13.1. The Client agrees to fully indemnify and keep Sarah Eagle Designs, its subsidiaries, affiliates, officers, partners, employees and agents fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever arising from your breach of the Contract, your use or misuse of the Services, any claims by third parties as to ownership or other rights to use a Domain Name where one has been registered by or transferred to Sarah Eagle Designs at your request or arising in any way by the Client infringing (whether innocently or knowingly) third party rights (including without limit intellectual property rights).
14.1. Nothing in the Contract or these Conditions shall exclude or limit the liability of Sarah Eagle Designs for death or personal injury resulting from its negligence or fraudulent misrepresentation nor affect the statutory rights of consumers.
14.2. To the fullest extent permitted by law the Site and its contents is provided by Sarah Eagle Designs on an "as is" and "as available" basis and no representations or warranties (expressed or implied) of any kind are made (and they are expressly disclaimed) with respect to the Services, the Site or its contents including, without limit, warranties of merchantability and fitness for a particular purpose. Further, Sarah Eagle Designs does not represent or warrant that: (i) the Services will meet your requirements; (ii) the Services will be uninterrupted, timely, secure, or error-free; (iii) any results obtained from using the Services will be accurate, complete or current.
14.3. You acknowledge that the allocation of risk in this contract reflects the price paid for the Services and that it is not within the control of Sarah Eagle Designs how or for what purposes the Services are used. If any exclusion in this license is held to be invalid and Sarah Eagle Designs becomes liable for loss or damage that may lawfully be limited then such liability shall be limited to the amount paid by you for the Services.
14.4. Sarah Eagle Designs shall have no liability to the Client for any loss arising from any material, data or instructions supplied whether digitally or otherwise by the Client or on its behalf which is incomplete, inaccurate, illegible, out of sequence or in the wrong form or arising from late arrival or non-arrival or any other fault by the Client or on its behalf.
14.5. Sarah Eagle Designs is not responsible for any delay, malfunction, non performance and/or other degradation of performance of any of the Services caused by or resulting from any alteration, modification and/or amendments due to changes and specifications requested or implemented by the Client whether or not beyond the Services already supplied. Sarah Eagle Designs reserves the right to raise additional charges for any work so arising.
14.6. If any Services are or become unavailable then Sarah Eagle Designs will use reasonable endeavours to repair and reinstate the service within 24 hours of detection depending on the severity of the failure. If failure is caused by the Client or any agent of the Client to whom access to Servers was given then the Client shall pay all costs to reinstate and/or repair the Server. Where such unavailability is due to the negligent failure of Sarah Eagle Designs to deal with circumstances within its control and is for more than a total of 24 hours in any 30 day period or for any 6 consecutive hour period then Sarah Eagle Designs will at its discretion either pay to you compensation limited to a refund of the fee paid by you for the unavailable Services or provide you with a credit up to the same amount.
14.7. Neither Sarah Eagle Designs nor anyone else who has been involved in the creation, production or supply of the Services shall be liable to the Client or any other person for any loss in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof by reason of or in connection with the Contract or the Services for any:
14.7.1. economic loss of any kind whatsoever, or
14.7.2. loss of profit, business contracts, revenues or anticipated savings, or
14.7.3. damage to the Client's reputation or goodwill, or
14.7.4. loss resulting from any claim made by any third party, or
14.7.5. special, indirect or consequential loss or damage of any nature whatsoever, and the Client shall indemnify Sarah Eagle Designs from and against any claim which may be made against Sarah Eagle Designs in respect thereof. Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for consequential or incidental damages and therefore the above may not apply to you.
14.8. If Sarah Eagle Designs is prevented or delayed in or from performing any of its obligations under the Conditions or the Contract due to circumstances beyond its control such as but not limited to governmental acts, war, riots, strikes or trade disputes (including by and with our own employees), technical failure, general availability of the
Internet, power failure, communications failure, weather, flood, fire or explosion, natural or local emergency Sarah Eagle Designs shall not be liable for this.
15.1. All confidential information of either party or of any of its customers disclosed to or discovered by the other as a result of the provision of the Services shall be regarded as disclosed in confidence and shall only be used in connection with the performance of its obligations under the Contract and not be passed on to third party and/or in any way be made use of at any time either during or after the termination of the Contract save with consent of the other or which comes into the public domain (otherwise than through the unauthorised disclosure by the other).
15.2. The Client shall promptly notify Sarah Eagle Designs if it becomes aware of a breach of confidence in relation to the Services and/or the Contract and shall give Sarah Eagle Designs all reasonable assistance in connection with any proceedings Sarah Eagle Designs may institute against a third party at Sarah Eagle Designs’ expense. Sarah Eagle Designs may be required, in the course of maintaining domain names to provide registrars with current registrant information.
16.1. For quality control purposes your telephone conversations with Sarah Eagle Designs staff may be recorded from time to time.
16.2. The information you provide to us will be stored on computer. Sarah Eagle Designs are committed to protecting your privacy. Sarah Eagle Designs and any of our associated companies may use the information you provide us to provide a more personalised service and to tell you about changes in our and their service or any new services which Sarah Eagle Designs think you will find valuable. If you object to any of these uses at any time, then please inform us by email form to Sarah Eagle Designs using the form on the "contact us" section of the Site. Sarah Eagle Designs may also use such information where and to the extent of any requirement to comply with any applicable law, legal process or to enforce any of these Conditions.
16.3. Sarah Eagle Designs will not monitor, edit or disclose the contents of any private communications transmitted via the Servers unless required to do so by law or in the good faith belief that such action is necessary to conform or comply with applicable law, to protect and defend the rights and/or property of Sarah Eagle Designs or to protect the personal safety of any of our clients or the public.
18.1. The Contract may be terminated:
18.1.1. immediately by Sarah Eagle Designs if the Client fails to pay any sums due hereunder within 14 days of their due date;
18.1.2. immediately by either party to the other if the other commits any material breach of any these conditions and which (in the case of a breach capable of being remedied) has not been remedied within a reasonable time period as may be specified in a formal request in writing or by electronic email to remedy the same;
18.1.3. immediately by written notice from Sarah Eagle Designs if the Client commits any material breach of any these conditions which may impact the Services or Servers of Sarah Eagle Designs or the ability of Sarah Eagle Designs to provide the services;
18.1.4. immediately by either party if the other shall convene a meeting with its creditors or if a proposal shall be made for a voluntary arrangement within part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme of arrangement with (or the assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee receiver or administrative receiver or similar officer is appointed in respect of all or any of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or any other steps are taken for the winding up or the making of an administrative order (otherwise than for the purposes of a solvent amalgamation or reconstruction).
18.2. In the event that Sarah Eagle Designs is entitled to terminate the Contract for any reason then it shall in the alternative at its sole discretion be entitled to suspend the Services for such period as Sarah Eagle Designs shall determine.
18.3. Upon termination or expiry of the Contract all amounts payable by the Client to Sarah Eagle Designs shall become immediately due and Sarah Eagle Designs shall be entitled to immediately cease the provision of the Services.
19. Foreign jurisdictions
19.1. The Site may contain references or cross references to services that are not available in every country. Sarah Eagle Designs does not represent that all Services and content, materials and services on the Site are appropriate or available for use in all geographic locations, and accessing such from certain locations may be illegal and prohibited. Your access to the content, materials and services on the Site from such locations is at your own initiative and Sarah Eagle Designs are not responsible for your compliance with local laws or other applicable laws. You will not access the foregoing if prohibited by law.
20. Service Level
20.1. The Client can apply for service credits for service disruptions or failures if the service is offline for more than 24 hours. For each subsequent 24 hrs of service failure the client can apply for another 24 hrs service credits. This shall be the sole remedy available to the Customer for service disruptions or failures and the amount paid under this agreement will not exceed the amount paid for the service.
21.1. Any failure or delay by either party in exercising any rights or remedy will not constitute a waiver.
21.2. Any notice or other communication to be given by a party under this Agreement must be in writing by email to the last known email address of either party. Notices shall be deemed to have been received when in the ordinary course of the means of transmission it would be received by the addressee. To prove the giving of a notice it shall be sufficient to show it was despatched. A notice shall have been effect from the sooner of its actual or deemed receipt by the addressee.
21.3. Any termination of this Agreement shall be without prejudice to any other rights or remedies which a party may be entitled to hereunder or at law and shall not affect any previous rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into continue in force upon or after such termination.
21.4. If any provision of these Conditions is held by any competent authority to be unlawful, invalid or unenforceable in whole or in part then the provision shall be deemed to be severable from the remaining provisions and shall not affect their validity or enforceability.
21.5. Your use of this Site and the Contract will be governed by English Law and will be deemed to have occurred and been made in England. If you have any disputes with us or any other aspect of the Site then these will be exclusively resolved in the English Courts.
21.6. The Client shall not share, re-sell or attempt to share or re-sell the Services, transfer or attempt to transfer this Contract or permit any third party to use and/or access any of the for any purpose without prior consent of Sarah Eagle Designs.
Distance Support Agreement
This contract provides the terms and conditions for the provision of Support Services between the Supplier (Sarah Eagle Designs) and the Client where The Supplier and Client are not in the same place and is in addition to the main Terms & Conditions 1. The Services
1.0. The Supplier will provide various services relating to The Client’s website(s). These include but are not limited to, changing or adding text, images and layout on and supporting The Client by helping them understand how to use their website CMS. These services must be requested by The Client via telephone or email.
1.1. Support will be provided during mainland British office hours. These are also referred to as ‘standard hours’ and are 9am — 5pm on weekdays (excluding English Bank Holidays) GMT/BST. Support will be provided on a remote access basis. Visits to the supplier’s premises (or to other sites) are charged separately.
1.2. Occasionally it may be best if The Supplier calls you back during standard hours to UK landlines or UK mobiles currently in the UK.
1.3. It is The Client's responsibility to inform The Supplier if they are not currently in or will shortly be leaving the UK when they request support. All telephone charges accrued by The Supplier because The Client is abroad will be chargeable at BT's Standard International Call Charges
in addition to the support hours.
1.4. The Supplier is not obliged to help The Client with any software or settings within this software that is not supplied by The Supplier. 2. Obligations of the Parties
2.0. The Supplier will try to respond by email to support requests within 24hrs during week days and will provide all necessary help and support to the best of their ability and in a timely manner.
2.1. The Supplier and The Client must maintain good communication with each other at all times.
2.2. The Client must have basic computer skills and be willing to develop their knowledge.
2.3. The Client must try to be clear in their requests as to what they need. Incorrect or incomplete information may result in the support being delayed, unhelpful or taking longer than necessary.
2.4. The Client is responsible for the maintenance of their own hardware and software installed on the hardware. Sometimes it may be necessary to update these before support can continue. This is entirely The Client’s responsibility.
2.5. Occasionally, The Supplier may need to get you to install 3rd-party software like Teamviewer
to be able to see and control your device.
2.6. The Supplier will only ask for your ID & Password shown on the Teamviewer control panel.
2.7. The Client must not setup ‘Unattended Access’ on Teamviewer and provide The Supplier with this password.
2.8. The Supplier will only be able to connect to your device when you have the software running and provide the password. A box is displayed on The Client’s device to show the connection and this can be terminated at any time by The Client.
2.9. It is The Client’s responsibility to watch what The Supplier is doing at all times and terminate the connection when the support is over.
2.10. Where applicable, the Client must make back-ups of data before making any amendments.
2.11. If the website is hosted with The Supplier then there are 30 days of backups available should the website need to be reverted. 3. Purchasing and Expiration
3.1. Support can be bought in blocks of 4 hours and expires in 365 days.
3.2. All time spent on support will be logged by The Supplier and timesheets provided.
3.3. The hours are available from the date that the support is purchased or the website is handed over to The Client for editing, whichever is first.
3.4. If there are any unused hours The Client can request amendments to their website to be completed by The Supplier up to 20 working days before the expiration of the support hours. The Supplier will need to confirm that these amendments are suitable before the work can be agreed. 5. Professionalism and Conduct
5.1 The Supplier must behave in a professional, competent manner at all times and must not commit any act which could damage The Client’s reputation or well-being.
5.2. The Client must not commit any act which could damage The Supplier’s reputation or well-being. 6. Confidentiality and Restrictions
6.1. The Supplier may have access to sensitive information about the Client’s clients; examples would include verbal or written information on (but not limited to) customer and client information, sales information and business processes. The Supplier agrees not to disclose or use any of this information, unless requested to by the Client or required to do so by law.
6.2. It is the clients responsibility to close down all un-necessary or sensitive windows prior to the supplier gaining access to the machine. 7. Limit of liability
7.1. The liability of the Supplier to the Client under this Agreement shall be limited to any direct loss suffered by the Client as result of the negligent performance of the Services and only where the Client notifies the Supplier of the negligent act or omission in question within seven days of the date when the Client became, or should reasonably have been, aware of that act or omission.
7.2. The Supplier shall not be liable for any loss caused by any act or omission of The Client to the Supplier.
7.3. The Supplier’s liability to compensate The Client for any failure on their part shall be limited to the full fees paid to The Client by The Supplier during the previous 12 months in connection with the relevant service provided, minus any expenses incurred or hours completed.
7.4. The Supplier will not be liable for failing to complete any work between The Supplier and The Client due to circumstances beyond The Subcontractor’s control including illness, loss of power supply, machine breakdown, loss of materials, fire, storm, flood, act of god, war, civil disturbance or terrorism. 8. Entire agreement
8.1. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. 9. Termination and Refunds
9.1. This contract can be terminated by either party at any time, provided that all agreed work has been completed, or both parties have come to an agreement on what part of the Contract to complete.
9.2. Only if the contract is terminated by The Supplier can any refunds be made. All work will be rounded up to the nearest 15 minute block and any unused hours refunded. 10. Notices
10.1. All notices and other communications provided for in this Agreement and any associated document shall be in writing and shall be delivered by email to the address shown in the Contract Information at the end of this Agreement. 11. Governing Law and Jurisdiction
11.1. This agreement shall be governed by and construed under English Law. In the event of any dispute between Supplier and Subcontractor, who shall first attempt to settle such a dispute in good faith, including by mediation. In the event that such a dispute cannot be resolved, it shall be decided by the Courts of England and Wales.