The following terms and conditions apply to all web site design and related services offered by ForumCube By ordering services from ForumCube you are agreeing to the following terms and conditions.
1. Ethical Issues
1.1. We reserve the right to refuse to provide services for a website or associated services which we judge to be unfit due to content or otherwise. This includes, but is not limited by, sites containing adult oriented material such as pornography, sites which promote hatred towards persons belonging to any ethnic group, religion or sexual orientation and sites which infringe copyright or are contrary to UK or other relevant national or local laws or regulations.
2. Contract Commencement
2.1. The contract between ForumCube and the client shall consist of the quotation and detailed Project Outline and these terms and conditions.
2.2. It may not be necessary to have a signature for the contract to commence, verbal communication, email communication or other exchange making it clear that the work specified is required to be carried out shall constitute commencement of the contract and a contractual agreement between the client and ForumCube shall exist based on the quotation with its specifications and these terms and conditions.
2.3. ForumCube will arrange a date with the client as to when work can commence. An anticipated finishing date will be agreed and ForumCube will do its best to adhere to that but cannot guarantee to do so in the light of circumstances outside its control.
2.4. In the instance that a time scale has been agreed, ForumCube will not be responsible for any consequential losses to the client if the deadline is not met.
2.5. ForumCube will take all relevant action within its power to remedy and reduce any losses incurred by trying to speed up delivery.
3. Design Standards, Web Standards, Accessibility
3.1. ForumCube makes every effort to design pages to current web standards and thus display well in the most popular current browsers, but cannot accept responsibility for pages which do not display acceptably in new versions of non-web standard browsers.
3.2. The website will adhere to the requirements of the W3C standards and will be written in valid code which passes the validation process of the W3C validator.
3.3. One version of the website will be created that will display well in all web-standard browsers and at all usual display resolutions.
4. Domain Name Research and Registration
4.1. Where the client requests ForumCube to research and register a domain name the domain name will always be the property and in the control of the client. If, for whatever reason, this is not possible then the client will be informed of the fact. All fees and costs incurred for domain registration will be payable by the client.
4.2. Where the client wishes ForumCube to setup and activate email addresses and other operations for the domain or hosting, an administration fee will be charged. This will vary depending on the service(s) requested.
5. Website Hosting Services
5.1. ForumCube will ensure to maintain an ‘uptime’ of 99.5% on hosted websites. ForumCube are not responsible for any losses to business in the event of hosting being down.
5.2. Hosting services – where your website is stored on a server for delivery to website visitors – and email services are provided under a contract between the client and the chosen hosting and email provider (ISP) and will be bound by the terms and conditions of that ISP.
5.3. ForumCube makes no commission on such recommendations or services and in recommending an ISP does so in good faith and cannot under any circumstances be held responsible or liable for any shortcomings or losses incurred as part of that contract.
6. Data Protection
6.1. Where the operation of the website or other services provided by ForumCube involves the collection and administration of personal data the client is deemed to be the Data Controller and as such is responsible for notification under the terms of the Data Protection Acts and related regulations.
6.2. The client shall indemnify ForumCube against any actions, costs and liabilities arising from the use in good faith by ForumCube of personal data provided by the client or through the client’s website.
6.3. Where Project involves e-commerce functionality, the client must ensure that suitable arrangements are in place to maximise security levels with regard to financial and personal information relating to the users of the website and other services. This may necessitate the use of secure electronic protocols, authentication certificates, encryption etc. and may require the provision of secure server facilities and/or the use of a credit card clearing service.
6.4. Where a service is provided relating to e-commerce whereby visitors to the client’s website can order goods or services through the website – whether through direct or indirect payment the client undertakes to ensure that all transactions are carried out legally and fairly, that the security of personal information and of financial information is maintained and that the collection and control of that data meets the requirements of the Data Protection Acts and regulations.
6.5. The client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the website or any other services contemplated, and will hold harmless, protect, and defend ForumCube and its sub-contractors from any claim, suit, penalty, tax, fine, or tariff arising from the website or other services provided.
7. Email Newsletters and Marketing
7.1. Where ForumCube provides email newsletter services we shall adhere to the legal requirements – particularly to the Privacy and Electronic Communications (EC Directive) Regulations 2003 – to the best of our ability and shall not condone or support any activity associated with indiscriminate spamming of email addresses.
8. Development Process
8.1. Following the consultation process, ForumCube will submit designs in the form of screenshots, showing key pages of the proposed website. Coding and development will then commence and ForumCube will upload a draft of the design on its own server during development so that the client may view and comment upon the progress. When the website meets the specifications set out in the quotation with its specifications, ForumCube may invoice the client for the full amount due.
8.2. On receipt of payment, ForumCube will publish the website on the client’s server, or provide the source code for the site via a download (or CD-ROM disc) for the client to upload.
8.3. In an instance where a time scale has been agreed, ForumCube will not be responsible for any consequential losses to the client if the deadline is not met.
8.4. ForumCube will take all relevant action within its power to remedy and reduce any losses incurred by trying to speed up delivery.
8.5. ForumCube uses its best endeavours to ensure the website and other services remain functional at all time. However, ForumCube cannot guarantee or warrant that the functions and content of the website or other services will be uninterrupted or error-free. Any problems will be dealt with. If the work carried out exceeds the stated work on the Project Specification a fee of £££££ p/h will be invoiced to the client.
8.6. Once the website and other services meet the terms of the quotation with its specifications, any modifications to the design will be considered an amendment to the contract. In the absence of maintenance agreements the time and costs involved in making such changes will be charged to the client.
8.7. In the absence of a maintenance agreement, ForumCube will fix all errors notified to ForumCube in writing within thirty days of the site being put live on the Internet. If errors are reported after more than thirty days the time and costs involved in making such changes will be charged to the client.
8.8. If however bugs are found which have neither been picked up by ForumCube or the client post delivery, the client has a 6 month period to have these remedied from date of launch.
i. Errors: Defined as spelling mistakes, or design related issues.
ii. Bugs: Defined to be Technical issues with the site performing to specification. I.e. a form field is not validating properly.
9. Supply of Content by the Client
9.1. The client undertakes to inform us prior to commencement of the project if there is a critical requirement to meet specific performance criteria.
9.2. If, during the development, the client does not supply the content required in order to complete the commission within the anticipated time frame, ForumCube will invoice up to the full amount quoted.
10.1. All material, both text and images supplied by the client and used in the construction of the client’s web site, will remain the client’s property. All such material will be assumed to be the property of the client and free to use without fear of breach of copyright laws. The client shall indemnify ForumCube against all and any claims arising from the use of materials of any sort provided by the client or obtained under the direction of the client from third parties such as graphic designers.
10.2. The copyright for all material provided by ForumCube, such as any code, graphics, photographs and text, will remain the property of ForumCube until such time as payment has been made in full. They will then become the property of the client with copyright shared between the client and ForumCube. Should the client wish to retain exclusive copyright this shall be arranged but the copyright of ForumCube shall only be assigned if done so expressly and in writing to the client.
10.4. No portion of the coding can be copied, duplicated or redistributed in any form electronic or otherwise unless a licensing agreement has been reached.
11.1. If necessary ForumCube reserves the right, and the client hereby agrees, to allow the use of sub-contractors or agents to work on any aspect of the website or other services.
12. Consequential Losses
12.1. If for any reason ForumCube is unable to provide an agreed product or service in accordance with these terms and conditions our liability shall be limited in its entirety to a proportional refund of any fees paid by you for the service or product.
12.2. The entire risk as to the quality and performance of the website or other services is with the client, save those services within the immediate control of ForumCube
12.3. In no event will ForumCube be liable to the client or any third party for any damages, including, but not limited to, service interruptions caused by acts of God, the hosting service or any other circumstances beyond the control of ForumCube, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate the website or other services, failure of any service provider, of any Telecommunications carrier, of the Internet backbone, of any Internet servers, you or your site visitors’ computer or Internet software, even if ForumCube has been advised of the possibility of such damages.
13. Quotations and Tenders
13.1. Tenders and Quotations are valid for thirty days from the date on the tender or quotation. All prices quoted may be subject to change after this period.
14. Advice and Consultancy
14.1. Any advice given in respect of software, hardware, programming, design, purchasing, hosting, training, upgrading, installing or any other advice, suggestion, recommendation or otherwise of any product or service provided by us or by a third party, whether introduced by us directly or indirectly is accepted by you as an opinion and as such you agree that prior to acting on any of the aforementioned that you will first obtain professional advice.
14.2. You further agree to indemnify us of all liability with regard to any decision or action performed by you that may or may not be a direct or indirect result of any contact or dealing with us.
14.3. Our consultancy service and general advice is, by its nature, subjective. It is up to you whether you decide to follow our ideas and suggestions. It is not possible and we do not guarantee that any of those ideas and suggestions will increase traffic to your site, improve your ratings with search engines or boost sales.
15.1. ForumCube endeavour to provide appropriate training as agreed and on terms agreed. The outcomes of training personnel in whatever activities agreed are not readily quantifiable and as such we cannot accept liability for any training we provide not meeting the client’s or the trainee’s expectations.
16. Right to Assign
16.1. This Agreement is personal to you and you may not assign it without our prior express written consent. Should you transfer ownership of the website as part of a transfer of ownership of a business then the new owners will need to come to a new agreement with ForumCube
17. Testimonial, Reference and Links
17.1. ForumCube and its sub-contractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
17.2. ForumCube and its subcontractors retain the right to refer other prospective clients to your website as testimonial or reference material.
17.3. ForumCube reserves the right to a reasonable credit on the website with a hyperlink to its own website. This would normally be on a contact page or somewhere accessible but not obtrusive.
18. Search Engine Submission and Results
18.1. ForumCube will submit a client’s website to the major search engines. Further work based on keyword popularity analysis, search engine optimisation based specifically around your organisation and its ‘competition’ falls under the remit of an SEO contract unless specifically included in the quotation. Any subsequent amendments to the website as a result of professional analysis may be charged to the client.
18.2. ForumCube can accept no responsibility or liability if any search engine, online directory or search site chooses not to list a client’s web site.
19.1. Whilst any payment due under the agreement remains outstanding, ForumCube shall be entitled at its sole and absolute discretion to withhold provision of any goods or services it would otherwise be obliged to provide under the agreement.
19.2. Payment is due as per the Project Specification set out with these terms and should be read in conjunction with these terms.
19.3. ForumCube expects payment by cheque, electronic bank transfer or cash upon receipt of invoice.
19.4. Completion is defined to be submission or provision of all specified components and not necessarily when the site goes live.
19.5. Payment may be made in currencies other than GBP, provided this has been agreed in advance and a sum sufficient to cover exchange commission and charges and any other additional expenses incurred has been added to the amount due.
19.6. Any payment returned by the bank or credit card company will incur a £30 administration charge in addition to any charges made by the bank. This will be invoiced and will be added to the total outstanding debt owed by the customer.
19.7. In accordance with the Late Payment of Commercial Debts Act 1998 interest will be charged on all payments received outside of payment terms at the rate of eight per cent above the Bank of England Base Rate as applicable on the previous 31 December or 30 June whichever is the most recent.
19.8. In case collection proves necessary, the client agrees to pay all fees (including all legal fees and court costs) incurred by that process.
19.9. If for any reason whatsoever we are unable to provide an agreed product or service in accordance with these terms and conditions our liability shall be limited in its entirety to a proportional refund of any fees paid by you for the service or product.
20. Communication and Site Visits
20.1. ForumCube’s preferred method of communication is by email. Invoices may be sent by email and shall form a legal document just as if sent by traditional post.
20.2. The design process will be undertaken by either a site visit or via telephone conferencing, sample Internet design publication on ForumCube’s website, file design submission on computer disk, or other method as appropriate to the client’s particular circumstances.
20.3. If a site visit is preferred, the client will pay for all reasonable costs incurred by ForumCube in traveling to and from the site.
21. Cancellation and Termination
21.1. ForumCube may, by written notice, terminate the Agreement between us immediately upon the happening of any of the following events.
21.2. You fail to pay any invoice which has become due.
21.3. You commit a material breach of any of the terms of the Agreement between us.
21.4. You enter into or propose a voluntary arrangement or composition with your creditors or reconstruction of your debts or your directors make a declaration of solvency for the purpose of a members’ voluntary winding up, or if notice is given of a creditors’ meeting in connection with a creditors’ winding up, or if a special resolution is passed that you be wound up by the court, or if an administrative or other receiver is appointed, or if the court makes and administration order or order that you be wound up by the court, or if you cease to carry on business or are unable to pay your debts within the meaning of the Insolvency Act 1986 Section 123.
21.5. Should ForumCube decide to terminate the Agreement between us immediately upon the occurrence of one of the above circumstances, we reserve the right to exercise any other rights which we may have against you.
21.6. We reserve the right to remove from the Internet any website or other service which we display on your behalf upon the occurrence of one of the above circumstances.
21.7. Should we terminate the Agreement upon the occurrence of one of the above circumstances, we will not refund to you any monies paid by you to us.
21.8. If at any point during the development a client wishes to cancel, they may do so but will be invoiced up to the full amount quoted based on the degree to which the work has been completed.
21.9. If a maintenance agreement is terminated for any of the reasons mentioned above a fee equivalent to 3 months charges will be payable.
21.10. In the event that ForumCube terminates a maintenance contract for any other reason, a refund equivalent to the unused portion of the current payment period will be the maximum liability.
22. Waiver and Interpretation
22.1. Should ForumCube waive any of these terms on an individual basis, this shall not affect the validity of remaining clauses or commit ForumCube to waive the same clause on any other occasion.
22.2. These terms and conditions shall prevail over all terms and conditions of your customary practice or any previous course of dealing between us and you.
23. Website Maintenance
23.1. Where ForumCube undertakes to maintain or update a client’s website a system of communication will be established that meets the needs of both the client and of ForumCube to carry out the maintenance to a service level agreed.
23.2. Payment for maintenance or services may be monthly, quarterly or annually with all fees paid in advance and is reviewed and renewable annually. Where the client cancels a maintenance contract with less than six months’ notice, there will be charge of six months fees.
23.3. Where ForumCube cancels a maintenance contract other than for a reason set out in Cancellation and Termination below, a refund of the fees appropriate to that part of the term remaining, rounded down to the nearest month will be made.
23.4. In instances where the client does not come to a web site management agreement it is the sole responsibility of the client to manage the site. ForumCube will no longer be responsible for the site upon completion unless an alternative agreement has been reached.
23.5. To assist the operation of website maintenance contract, an email account will be set up in the name of [email protected] to allow site visitors to contact ForumCube directly with technical problems.
24. Unforeseen and Additional Costs and Expenses
24.1. The transfer of domain names to another server can sometimes become a complex and time-consuming matter. All administrative fees to third parties and the time taken to organise the transfer will be charged to the client irrespective of any quoted amount set out in the quotation with its specifications.
24.2. Additional costs incurred in the provision of: stock photography; electronic commerce software; online transaction processing solutions; domain name registration; web space; Internet connection provided by third parties are non refundable.
24.3. Additional features to websites, including extra database services, specific hosting requirements, animations that are not included in the quotation are subject to surcharge.
24.4. In the event a feature is required which has not been included in the quotation ForumCube will give notice prior to implementation and seek acceptance of the surcharge. The cost will be added to the final invoice unless the amount exceeds £500 in which case an interim half will be invoiced before implementation and the remainder will be added to the final invoice
24.5. Any variation to these terms and conditions shall be inapplicable unless agreed between ourselves before we commence any work on your behalf. Work, services or products are only supplied in strict accordance with these terms and conditions.
24.6. The provision of work, services or products by us is only undertaken on the understanding that you have read and accept these terms and conditions in full.
24.7. By agreeing to these terms and conditions your statutory rights are not affected.
24.8. This contract shall be subject to English Law. In the event that ForumCube is not entitled to rely on a term or terms in this contract, then ForumCube may also be allowed to cancel all rights and obligations under this contract, or to hold all other clauses as valid entirely at their sole discretion.
24.9. No terms or conditions endorsed upon, delivered with or contained in the client’s purchase order, confirmation of order, specification or other document will form part of the contract simply as a result of such document being referred to in the contract.
24.10. The client must ensure that the terms of its order and any applicable specification are complete and accurate.