As a web design and internet marketing company, we believe in dealing professionally and transparently with our UK and international clients at all times. We are happy to discuss our terms and conditions with you to ensure they remain entirely appropriate for your business with us.
These terms and conditions apply to clients (the Client) who commission us to provide services as set out below and in accompanying schedules where relevant:
The engagement is subject to the Order Form and any specific letter accompanying it signed by both the Client and an authorised employee of SIB Infotech, and to the terms and conditions of SIB Infotech as set out in this document. The terms and conditions may be varied by the Order Form and the accompanying letter described above.
1. Generally, for Any Service Commissioned by the Client:
1.1. We agree to keep the business affairs and information of the Client confidential except where necessary for the execution of their services for the Client, authorised as part of the publication of the Client’s website or by legal requirements.
1.2. The Client undertakes to provide SIB Infotech with all information and assistance reasonably required for the completion of the agreed tasks, including overall business objectives and objectives for the Client’s website including costs, timescales and required functionality, plus any relevant legal requirements, pictures, photographs, logos, artwork, product and service information, personnel and business background information.
Information and images intended for inclusion in a website should normally be provided in digital format by email, existing internet files, CD-Rom, Pen Drive or External Hard Disk. Any additional costs arising where the information has to be created or converted to digital format by SIB Infotech will be agreed with the Client beforehand. If digital information is supplied in a non-standard format, the client will be responsible for SIB Infotech reasonable costs of conversion to a usable format.
If the Client does not provide the above required content, information, text and images to SIB Infotech within normally a two (2) month timescale from the order date, or a period otherwise mutually agreed with SIB Infotech , then we reserve the right to charge the Client for the time spent on the client’s project at up to a rate of £50 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current. Even if the project continues, SIB Infotech reserves the right to renegotiate the fees agreed or due.
1.3. All intellectual property rights in materials provided by the Client for its website remains the Client’s property. Subject to this, all intellectual property rights in software, design work or any other materials provided to the Client pursuant to this agreement remain the property of SIB Infotech.
1.4. Where SIB Infotech provides services on an on-going or continuous basis, SIB Infotech will provide the Client with one month notice of termination, or of any changes to relevant prices and conditions.
1.5. Notwithstanding clause 1.4, SIB Infotech may terminate the agreement with the Client at any time:
a. should the Client fail to make a due payment within 15 days of being notified that a due payment has not been made,
b. should the Client go into liquidation or have a receiver/administrative receiver appointed over any of its assets,
c. if the Client is in breach of any term of this agreement and the breach is incapable of remedy or, if the breach is remediable, it continues for a period of 15 days after written notice requiring the breach to be remedied has been given to the Client
d. if, in SIB Infotech’s sole opinion, the Client is using SIB Infotech’s services in a way likely to damage or bring disrepute onto SIB Infotech and the Client does not immediately desist from this use on written notice from SIB Infotech to this effect.
In the event of any of the above terminations, SIB Infotech reserves the right to charge the Client for the time spent on the client’s project at up to a rate of £50 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current.
1.6. The client may cancel the project at any time for any reason. In this event, SIB Infotech reserves the right to charge the Client for the time spent on the client’s project at up to a rate of £50 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current.
1.7. Payment of SIB Infotech services will be within 7 days of invoice unless explicitly agreed otherwise in writing by SIB Infotech. We reserve the right to claim statutory interest at 8% above the Bank of England base rate at the date the debt becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
1.8.We may provide any service by means of third parties at its sole discretion. Wherewe contacts third parties for any reason in the normal course of bidding for, arranging, undertaking or fulfilling the Client’s work requirements, the Client accepts unconditionally that SIB Infotech will not be liable for any loss or damage incurred by the Client, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract, tort or otherwise.
1.9. SIB Infotech will take every reasonable care to ensure freedom from errors of any work undertaken for the Client. The Client warrants the understanding and acceptance that, as it is not possible to guarantee computer software products are absolutely error free, the Client accepts unconditionally that SIB Infotech do not warrant that a website or other software (or any part of it) is error free or that use of it will be uninterrupted and that SIB Infotech will not be liable for any loss or damage incurred by the Client, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract, tort or otherwise.
1.10.SIB Infotech will take reasonable care to ensure its assessments and recommendations are soundly based and aimed at completing the agreed tasks to a professional standard. Where the Client undertakes actions following recommendations from SIB Infotech the Client accepts that responsibility for any subsequent outcomes from these remains with the Client.
1.11. The Client may agree additional work at any stage with SIB Infotech. This may be subject to additional fees as agreed at the time. The terms and conditions as outlined here will apply to the additional work unless explicitly varied by agreement between the two parties.
1.12. Wherever we offer links to other sites, SIB Infotech does not accept any responsibility for the content of those sites, the owners of which do not necessarily have any link, commercial or otherwise, with SIB Infotech .
1.13. If SIB Infotech suspends the hosting or other internet services for the purpose of maintenance, improvement or repair or if there is any failure of or fault in the provision of the internet services for any reason not in the immediate, direct control of SIB Infotech or its agents, SIB Infotech will not be liable for any loss or damage incurred by the Client, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract, tort or otherwise.
1.14. Subject to clauses 1.9 and 1.13, SIB Infotech liability for any damages (including, without limitation, damages for loss of profits) arising in contract, tort or otherwise, resulting in any way from this agreement shall be limited, in aggregate over the entire period of the agreement, to the total amount paid by the Client to SIB Infotech for the service(s) concerned.
1.15. Nothing in these terms and conditions is to be interpreted as an attempt to limit or exclude SIB Infotech legal liability for any personal injury resulting from SIB Infotech negligence or to affect the Client’s statutory rights.
1.16. The Client agrees to indemnify SIB Infotech and will keep SIB Infotech fully indemnified against all loss, damage, costs, claims and expenses arising in any way from any service or product offered or provided to, via or concerning the Client’s web site and marketing and support programmes and/or any breach of the terms and conditions set out in this document or associated documents.
1.17. Each provision in this agreement limiting or excluding liability operates separately and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.
1.18. This agreement is governed by and construed in accordance with English law. SIB Infotech seeks to clarify carefully and fully in these Terms and Conditions the obligations of SIB Infotech and its clients for the provision of SIB Infotech services. These Terms and Conditions stand accordingly in lieu of the terms of the Sale of Goods Act 1979.
1.19. SIB Infotech reserve the right to alter these Terms and Conditions from time to time. By continuing to accept services from SIB Infotech after being notified by e-mail or otherwise of the altered Terms and Conditions the Client will be deemed to be bound by the altered Terms and Conditions.
1.20. All amendments to this agreement, as well as any other assurances or arrangements, must be made in writing. Any agreement made on behalf of SIB Infotech by its representatives or agents shall only be binding if agreed in writing by SIB Infotech .
1.21 Unless otherwise mutually agreed, any quote provided by SIB Infotech will be valid for a maximum of 1 month.
2. Design, Creation and Maintenance of a Website for the Client:
2.1. The Client commissions SIB Infotech to design to create a website to meet the agreed business needs of the Client and to submit the design and completed website for the ClientⳠapproval.
2.2. The website design fee or any outstanding part of it will be due in full on completion of the website or agreed stages. The Client undertakes to pay SIB Infotech the agreed design fee promptly on approval of the completed website or agreed staged development and on the submission of the associated tax invoice. The Client agrees not to unreasonably withhold approval of the design, stage development or completed website.
2.3. The design of the website remains the property of SIB Infotech and SIB Infotech may use any aspect of the site design or coding for other clients. The client may adopt aspects of the design in other media including print with the permission of SIB Infotech which will not be unreasonably withheld.
2.4. The Client understands that SIB Infotech may use the published website as a reference site for future potential clients of SIB Infotech and will not unreasonably withhold permission for this.
2.5 SIB Infotech normally adds a brief attribution at the foot of web site pages, e.g. Design: SIB Infotech – this would not be pursued if the client had any objection.
2.6. The Client is not restricted to engaging SIB Infotech to undertake site maintenance and amendment. This may be undertaken by the Client or a third party engaged by the Client.
3. Review of an Existing Website Belonging to the Client:
3.1. The Client commissions SIB Infotech to review an existing website design or operational site with a view to specifying improvements aimed at meeting the agreed business needs of the Client. The Client also commissions SIB Infotech to submit quotes for work specified for the ClientⳠapproval.
3.2. SIB Infotech will review the site design, test the live operational performance and analyse the performance data provided. SIB Infotech will normally present its conclusions via a meeting and /or written or emailed report. The report will focus primarily on those areas where, in the opinion of SIB Infotech , improvement in performance is both possible and desirable.
3.3. The agreed Review fee or any outstanding part of it will be due in full immediately on submission or presentation of the findings of the review and of the associated tax invoice.
4. Marketing Consultancy:
4.1. The Client commissions SIB Infotech to review and /or undertake agreed aspects of its marketing and/or internet marketing strategy and operation and to recommend changes as appropriate.
4.2. SIB Infotech will report verbally or in writing / email as agreed.
4.3. The agreed Marketing fee or any outstanding part of it will be due in full immediately on submission or presentation of the findings of the review and of the associated tax invoice.
5. Hosting, Domain, Email Services and Web Support:
5.1. The Client commissions SIB Infotech to provide any combination of hosting, domain, email services and web support.
5.2. The arrangement can be terminated by either party on one monthⳠnotice in writing (including email). SIB Infotech at its discretion will renew domain, hosting, email and support services automatically with or without prior notice unless agreed otherwise. SIB Infotech reserves the right not to renew individual services unless agreed explicitly with the Client.
5.3. The Client agrees to pay the notified fees promptly on invoice by cheque, direct credit / debit or standing order as agreed mutually between the two parties.
5.4. SIB Infotech quoted hosting and other service fees apply to the initial or next 12 month period unless otherwise specified. Where it becomes necessary to increase these in subsequent years, SIB Infotech will normally provide at least one months’ notice of any proposed increase.
5.5. The Client agrees to take adequate measures to ensure their website or any system operated or provided by SIB Infotech is not used for transmission of computer viruses, any material that is obscene, defamatory, abusive, indecent, or illegal, nor used in a manner creating a violation or infringement of the rights of any person, firm, company or other entity.
5.6. SIB Infotech reserves the right to suspend the hosting and / or other services at its absolute discretion for the purpose of maintenance, improvement, repair or prevention of problems including those highlighted in 5.5.
5.7. Where SIB Infotech provides the Client with e-mail facilities, web hosting or other services which involve the provision of computer storage space, SIB Infotech reserves the right to impose limits on the storage space and bandwidth provided. Such limits may be by reference to the physical amount of space made available, the number of e-mail messages held, the size of any attachments sent or any other method SIB Infotech may specify. SIB Infotech reserves the right to vary these limits from time to time and will keep the Client informed by e-mail. SIB Infotech reserves the right to refuse to accept material and/or to delete material which exceeds the relevant limit.
5.8 SIB Infotech provides hosting primarily for clients also using its development and/or maintenance services. SIB Infotech reserves the right to restrict access to its servers to its own professional personnel to maintain server security.
6. Integration of Website Operation/Information into the ClientⳠAdministrative Systems
6.1. The Client commissions SIB Infotech to review the work required and benefits from integration of agreed aspects of the client website information flow and to recommend a specified programme of integration.
6.2. The Integration fee or any outstanding part of it will be due in full on completion of the integration or agreed stages. The Client undertakes to pay SIB Infotech the agreed fee promptly on approval of the completed integration or agreed staged development and on the submission of the associated tax invoice. The Client agrees not to unreasonably withhold approval of the work undertaken or of the staged development.
7. Search Engine Services and Internet Marketing Support
7.1. The Client commissions SIB Infotech to undertake work on the clientⳠweb site and marketing / promotion programme with a view to increasing its targeted visitor traffic, exposure to search engines and /or registration with search engines.
7.2. SIB Infotech will report verbally, in writing or email as agreed to recommend and agree the work to be undertaken.
7.3. The agreed fee or any outstanding part of it will be due in full immediately on the main submission to search engines or individual task agreed or earlier by agreement and on presentation of the associated tax invoice. All payments made by SIB Infotech to third parties in the normal course of its duties and within agreed budgets will be due when made or earlier by agreement.
7.4. Where a post registration report and resubmission of failed entries has been commissioned, this will normally be undertaken within 3 months of the main submission.
7.5 The Client authorises SIB Infotech to contact third parties in the ClientⳠname as its agent in the course of its accepted duties. The Client accepts that SIB Infotech may disclose information to these third parties or enter into commitments on behalf of the client in the normal course of these duties
7.6 SIB Infotech will take all reasonable care to ensure reports on promotion programmes are accurate, meaningful and reliable. However, we do not guarantee to identify all cases of pay per click or other fraud or problems howsoever caused. Responsibility for subsequent actions and outcomes remains with the client at all times.
8.0 Pay per Click Advertising Management
8.1 SIB Infotech undertakes to conduct pay per click advertising management generally to and within agreed budgets although the Client accepts that excess expenditure in any period may occur for example from traffic fluctuations or variations in management by the pay per click network provider. SIB Infotech accepts no liability for any problems resulting from changes to the advertising programme made by Client or Client staff without SIB Infotech knowledge and agreement.
8.2 Where, for any Client, we review their Google Adwords or other advertising account, but do not undertake continuing advertising management, after the review it is the Client’s responsibility to reset their Account access profile to ensure that they retain sole access to the Account and that they satisfy themselves the Account remains in the order they wish with any changes made only as agreed.
8.3 Where payments are made to Google direct from client payment cards, clients are normally asked to enter the card details on Google themselves for privacy reasons. Where Net Commerce Solutions are asked to enter the payment card details for the client, we keep no other record of the card and will never use it for other purposes. However, we cannot accept liability for any misuse by third parties.
Expenditure on behalf of the Client on pay per click programmes will normally be charged monthly in arrears but one months budget (or other amount as may be agreed) will be charged and held by SIB Infotech in advance for the monthly service and one quarter budget (or other amount as may be agreed) for the quarterly service.
SIB Infotech reserves the right to suspend any programme at any time with or without prior warning for lack of cleared funds if these are not provided in advance or owing to the existence of unpaid invoices from any SIB Infotech service.
9. Newsletter, News Reporting, Analysis, Information and Training Material
9.1 SIB Infotech will take all reasonable care in the accuracy and reliability of information and opinion in NetNews and other communications. However, responsibility for subsequent actions and outcomes remains with the reader at all times.
SIB Infotech – Terms and Conditions 27th October 2013
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