Project Terms
These Project and Service Terms and Conditions form the principles under which PumpkinPip Ltd conducts business with its clients. Last revision: April 2017.
1. Introduction
PumpkinPip Ltd will conduct business with you, the "Client" (both business entities referred to as "parties") on the understanding that we both abide by the latest revision of these Project and Service Terms and Conditions available on the day that our proposal is formally accepted by you.
Only a director of PumpkinPip Ltd has the authority to vary these conditions, which must be accepted by both parties in writing.
2. Business Conduct
Both of us will act in good faith at all times when dealing with each other. Maintaining a good relationship with you is one of PumpkinPip Ltd's highest priorities, and we expect to conduct business with you in a professional manner.
3. Confidentiality
We will both keep details of our business with each other confidential, with the following exceptions:
- We may both refer to the existence of our business relationship with the other, unless we have both previously agreed not to in writing.
- PumpkinPip Ltd may at their discretion, include the Client's website (image, URL, brief business overview and indication of services provided) on our website's portfolio page, unless you request us not to, in writing.
- Any written testimonial from you may be published on our website (with link to your website), unless you request us not to, in writing.
- PumpkinPip Ltd is entitled to have the words "Northamptonshire Website Solutions: PumpkinPip Ltd ©" or similar, and the year shown discreetly at the bottom of the Client's web pages, linking to our website, unless requested otherwise by the Client in writing prior to the acceptance of our proposal.
Where appropriate, PumpkinPip Ltd may agree to the terms of an additional Confidentiality Agreement or Non-Disclosure Agreement. These Terms and Conditions will take precedence over any additional agreement.
4. Project Scope and Fees
Prior to starting work on your website or related website services, it is necessary to jointly agree the scope and boundaries of work that we will undertake for you.
On acceptance of our initial ballpark quote PumpkinPip Ltd will produce a detailed Project Proposal for acceptance which details our understanding of your requirements, including our fees and estimated timescales. Fees will be fixed, providing the general scope and boundaries of the work do not change.
Fees quoted are valid for 60 days from the date of issue unless otherwise specified.
All prices quoted are in UK pounds sterling (£).
Invoices are due for payment by the due date shown on the invoice.
Apart from the exceptions below, and unless otherwise directly specified, payment will be in 2 instalments:
- 50% of total cost agreed on acceptance of Project Proposal (Design, Development & Marketing work can then begin)
- 50% of total cost agreed on acceptance of website on "Sign-off" (The website can then be made live) or 30 days after the website has been released for client review on "Sign-off", whichever happens sooner
Payment for ongoing services (such as hosting) will be included in the initial two invoices, but will subsequently be due annually in advance (a monthly standing order payment option is available if required but must be mutually agreed in writing).
Payment for Pay-Per-Click campaigns is required in advance and work will only commence once payment has been received, and in the case of cheques, once the cheque has cleared.
Subsequent minor changes to the website or related services will have 14 days payment terms, due on acceptance of the work provided which at our discretion may be demonstrated on our sign-off server prior to acceptance and being moved to the live server.
Subsequent major changes to the website may require at our discretion a new Project Proposal with the above terms.
We reserve the right to alter pricing of our services at any time. You will be charged for existing services at the original rate until the end of the current term for that service.
PumpkinPip Ltd reserves the right to suspend services in any case where you fail to perform your obligations under this agreement. If payment for services is not received within the terms of payment stipulated by us websites may be taken down until payment is confirmed. We will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed payment terms.
5. Project Proposal Acceptance
All Project Proposals prepared by PumpkinPip Ltd must be accepted in writing, by signing and dating the acceptance section of the document and emailing or posting the relevant page to PumpkinPip Ltd.
6. Intellectual Property Rights and Ownership
You retain all rights with regards to the presentational design and content of your website once all fees have been paid. PumpkinPip Ltd will pass the copyright of a website over to the client once full payment has been received. Where payments are still outstanding, PumpkinPip Ltd reserves the right to retain full copyright of the website design until such a time when full payment is forthcoming.
PumpkinPip Ltd retains all rights with regard to the software and hardware (only if we provide a hosting service) that your website runs on.
For work extending or enhancing existing intellectual property that we do not own, we will retain intellectual property rights to our extensions and enhancements.
Work carried out for you by ourselves is on a non-exclusive basis unless otherwise previously agreed in writing. We may choose to publish or re-use anything we have developed for you, but will not include any indicators that would link this published or re-used work with you.
7. Limitation of Liability
Our liability shall in no event exceed the fee paid by you for services and deliverables supplied as part of the contract (except in respect of death or personal accident caused by our negligence). Once final payment for the initial invoice of our services has been made, our liability is further reduced to the unused portion of any ongoing fees for hosting or other service provided.
8. Passwords and Access to Systems
PumpkinPip Ltd may issue passwords to control access to systems. It is your responsibility to track which people in your business have access and authority to use these systems. If any member of your business who has access to these subsequently leaves your business or otherwise loses the authority to use these systems, then you will be responsible for changing access passwords or informing PumpkinPip Ltd where this is not possible.
In the event these systems are compromised by the disclosure of your access mechanism or similar circumstance allowing unauthorised access to these systems, you will be liable for all costs incurred until you have informed us by a reliable means. You will not be liable for costs incurred by unauthorised access once we have received your notification and been given reasonable time to disable your access to the system.
9. Alterations
At your request we will alter your existing service during its current term, at the price applicable at the time.
Where we provide an alteration service that involves another party providing a part of that service, we reserve the right to pass on any cancellation/amendment costs incurred.
10. Cancellation
You may cancel your service with us at any time, giving one months notice. You will be refunded on a pro-rata basis for any unused fees that you have paid.
An administration fee may be charged, or deducted from your refund if we are required to undertake any task for you such as transferring your domain to another provider or supplying you with a copy of your website files and databases (Open Source software such as MYSQL will not be provided as this is freely available). The fee will be charged based on our rates at the time, with a minimum fee of ½ an hour, and is due within 7 days of the invoice date.
PumpkinPip Ltd is not obliged to assist with setting up the Client's website or services on 3rd Party equipment subsequent to cancellation notice being given for the service on PumpkinPip Ltd's servers, but may be contracted to do so. At our discretion, fees for this may be payable in advance.
If a project is cancelled prior to a service being started, any unused portion of fees paid in advance will be refunded. If the fees paid in advance do not cover time and expenses undertaken by PumpkinPip Ltd, the difference will be due to be paid by the Client within 7 days of invoice date. An administration fee may apply as mentioned above.
The possible waiver of any charges does not imply any commitment by us to do so at any other time.
If you fail to pay any sum agreed to PumpkinPip Ltd when it is due, then in addition to any other rights and remedies available in law, PumpkinPip Ltd may suspend or cancel the service or any other contract between you and PumpkinPip Ltd and charge you for all additional costs resulting from such cancellation or suspension and any subsequent resumption of performance and charge late payment interest on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998.
11. Force Majeure
PumpkinPip Ltd shall bear no liability for loss, damage or delay howsoever arising caused by circumstances outside its control.
Neither party shall be liable for any delay in meeting or for failure to meet its obligations under the agreement due to any cause outside its reasonable control including (without limitation) Acts of God, war, riot, malicious act of damage, fire, flood, acts of any government or public authority, failure of the public electricity supply, failure of any telecommunications service provider, or the failure or delay on the part of any sub-contractors beyond its reasonable control. Further, PumpkinPip Ltd shall not be liable for any such delay or failure resulting from a request by the Client for any change made to the supply of any service being provided.
If PumpkinPip Ltd is prevented from meeting its obligations due to any of the above-mentioned causes it shall notify the Client of the circumstances and the Client shall grant a reasonable extension for the performance of the Agreement.
PumpkinPip Ltd reserves the right to amend these Terms and Conditions without any prior notice.
12. Governing Law
If any part of these Terms and Conditions is found to be unlawful or unenforceable it shall not affect the validity or enforceability of the remainder of these conditions.
This contract is and shall be deemed to have been made in England and shall in all respects be governed by English Law.