THESE ARE THE STANDARD TERMS AND CONDITIONS BETWEEN G3 DIGITAL LIMITED AND YOURSELF.
1. DEFINITION OF TERMS
G3 DIGITAL LIMITED – G3 Digital Limited having its principal place of business at Unit 3 Carlisle House, Goole Business Centre, Carlisle Street, Goole, East Yorkshire, DN14 5DS.
The Client – the entity that enters into a contract with G3 Digital Limited
Domain Name – the root address of a website, e.g. www.webaddress.com. All such names must be registered with the appropriate naming authority, which will usually charge a fee.
Downtime – time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
Host – the company on whose system the Website physically resides.
Search Engine – a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
Website – a collection of web pages and associated code that forms an integrated presence.
The Work – the subject matter of the contract between the Client and G3 Digital Limited
A non-refundable deposit of 35% of the total fee payable under the contract is due immediately upon the signing of the contract. The remaining 65% shall become due when the Work is completed to the reasonable satisfaction of the client but subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof. G3 Digital Limited reserves the right not to begin the work until the said deposit has been paid in full. The fees quoted in the contract include the cost of domain registration, hosting set up fee or hosting.
Maintenance, (if included in the initial contract), shall be on a month-to-month basis, with a minimum fee payable in any month where updating is necessary. Fees may be assessed on an hourly basis depending on maintenance required. Search engine re-submissions, other than the original submission that may be included in the contract fee, shall NOT be included in the maintenance fee. See clause 3.2 for additional yearly maintenance fees.
G3 Digital Limited can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client’s Websites on external servers, although G3 Digital Limited will endeavour to ensure that Website downtime is kept to a minimum.
Maintenance and Correction of Errors
G3 Digital Limited takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) attributable to G3 Digital Limited will be corrected free of charge for the first 12 month period after the work has been completed, but G3 Digital Limited reserves the right to charge a reasonable fee for correction of errors for which G3 Digital Limited is not responsible, including, but not limited to malicious modification of the Website by a third party (including unauthorised hacking) and typographical errors contained in materials provided to G3 Digital Limited by the Client. G3 Digital Limited charge a £40 yearly fee after the initial 12-month period has expired, this fees covers the cost of updating your website software and up to 1 hour of error/bug fixing. Further hours will be charged at the standard hourly rate.
Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client.
Under no circumstances will G3 Digital Limited be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software or website. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software, server or website failure. G3 Digital Limited can be responsible for backups to client’s data if previously agreed within the terms of this contract.
Status and Duration of Offers
Proposals and offers are valid for a period of 28 days from the date issued. G3 Digital Limited is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the 28 days that the offer is valid. If an acceptable timetable has not been approved by both parties within the 28 days of the offer being made, the offer is deemed to have expired.
Search Engine Listings
G3 Digital Limited does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not G3 Digital Limited who determine whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. G3 Digital Limited does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.
4. COMPLETION OF WORK AND PAYMENT
Completion of Work
G3 Digital Limited completes the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. G3 Digital Limited will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. G3 Digital Limited will not undertake changes to the specifications of the Work that would increase the cost, without prior authorisation from the Client. G3 Digital Limited provide a timescale for the Works to be completed; this is an estimated timescale and not a confirmed completion date, although all efforts are made to complete The Works according to the given timescale.
Supply of Materials
The Client is to supply all materials and information required for G3 Digital Limited to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client’s failure to supply such materials leads to a delay in completion of the work, G3 Digital Limited has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. Where the Client’s failure to supply materials prevents progress on the Work for more than 7 days, G3 Digital Limited has the right to invoice the Client for any part or parts of the Work already completed.
Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify G3 Digital Limited, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to G3 Digital Limited as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the 65% balancing payment under Clause 2.1 Fee Payable will become due. The balancing payment must be completed within 7 days of the work being approved. The work will not be published for public viewing until the said payment is completed in full. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by G3 Digital Limited to remedy any points reported by the Client as unsatisfactory, and G3 Digital Limited considers that the Client is unreasonable in their repeated rejection of the Work, the contract will be deemed to have expired and G3 Digital Limited can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
Upon completion of 7 day review period, G3 Digital Limited will invoice the Client for the 65% balancing payment in accordance with Clause 2.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 7 days.
Remedies for Overdue Payment
If payment has not been received by the 7 day due date, G3 Digital Limited has the right to suspend ongoing work for Client, until such a time that full payment of the outstanding balance has been received. G3 Digital Limited will add a 5% fee up to 30 days and an 8% fee up to 60 days for all unpaid balances after the initial 7 day terms. If full payment has still not been received after the due date, G3 Digital Limited has the right to replace, modify or remove the Website and revoke the Client’s licence of the Work until full payment has been received. By revoking the Client’s licence of the Work or removing the web site from the Internet, G3 Digital Limited does not remove the Client’s obligation to pay any outstanding monies owing.
Recovery of Payment
If the overdue payment has not been received within a 60 day period, G3 Digital Limited has the right to pass this outstanding debt onto a certified debt recovery agent. Commercial and Domestic Investigations Ltd work on behalf of G3 Digital Limited to recover outstanding debts. A 25% charge is added to the total invoice by G3 Digital Limited when it is passed to the debt recovery agent; this is to cover our own administration costs. Commercial and Domestic Investigations Ltd add their own fees to this invoice to cover the recovery of the debt. Once the debt is passed to Commercial and Domestic Investigations Ltd, all communication regarding payment must be made with them until the outstanding debt is paid in full.
5. INTELLECTUAL PROPERTY
Offers and Proposals
Offers and proposals made by G3 Digital Limited to potential clients should be treated as trade secrets and remain the property of G3 Digital Limited. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from G3 Digital Limited. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to G3 Digital Limited for inclusion on the Website. The conclusion of a contract between G3 Digital Limited and the Client shall be regarded as a guarantee by the Client to G3 Digital Limited that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil dialect. By agreeing to these terms and conditions, the Client removes the legal responsibility of G3 Digital Limited and indemnifies the same from any claims or legal actions however related to the content of the Client’s site.
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify G3 Digital Limited, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.
Once G3 Digital Limited has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be granted a licence to use the Website and its contents.
Any code that is not freely accessible to third parties and not in the public domain, and to which G3 Digital Limited or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from G3 Digital Limited. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which G3 Digital Limited or their suppliers owns the copyright. G3 Digital Limited acknowledges the intellectual property rights of the Client. Information passed in written form to G3 Digital Limited, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
6. RIGHTS AND RESPONSIBILITIES
Right to Terminate
G3 Digital Limited reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
Events Beyond the Control of G3 Digital Limited
G3 Digital Limited will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of G3 Digital Limited.
Supply and Pricing of Services
G3 Digital Limited reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
This Agreement shall be governed by the laws of the United Kingdom, which shall claim venue and jurisdiction for any legal action or claim arising from the contract between G3 Digital Limited and the Client. The said contract is void where prohibited by law.
Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
Change of Terms and Conditions.
These terms & conditions may change from time to time without prior notice.
Terms and Conditions v4 1st March 2016