Terms of Business
Last Review and Revision: April 2019
1.1 These Terms and Conditions will apply to the purchase of the good(s)/service(s) in our quotation (GOODS) by the buyer (YOU) from Damteq Solutions Ltd a company registered in England and Wales under number 08398365 whose registered office is Damteq Solutions Ltd, Lancaster Court, 8 Barnes Wallis Road, Segensworth, Fareham, Hampshire PO15 5TU (WE or US).
1.2 These Terms and Conditions will be deemed to have been accepted by you when you accept them directly, accept a quotation, or pay an invoice, or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
1.3 These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other items that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.1 A “business day” means any day other than a Saturday, Sunday or bank holiday.
2.2 The headings in these Terms and Conditions are for convenience and will not affect their interpretation.
2.3 Words imparting the singular number include the plural and vice-versa.
3.1 The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
3.2 We can make changes to the specification of the Goods which are required to conform to any applicable statutory to regulatory requirements.
4.1 The Price (Price or Fees) is the Goods, set out in our quotation current at the date of your request or such other price as we may agree in writing.
4.2 If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
4.3 Any increase in the Price under the clause above will only take place after we have informed you, and have been given acceptance and approval from you.
4.4 You may be entitled to discounts. Any and all discounts will be at our discretion.
4.5 The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
4.6 Our minimum charge is 1 hour at our standard hourly rate.
5. INVOICING AND PAYMENT TERMS
5.1 WEBSITE PROJECTS
5.1.1 Unless otherwise agreed by us, we will invoice you 50% of the Price upfront as a non-refundable deposit. We will commence the quoted work upon confirmation of payment of the deposit. We will invoice you the final 50% of the Price upon completion which is to be cleared by you before handover/launch.
5.2 MONTHLY SERVICE
5.2.1 Unless otherwise agreed by us, we will invoice you 100% of the monthly Price upfront each month, in advance of the work being completed. We will commence the quoted work upon confirmation of payment.
5.3 OTHER ONE-OFF SERVICE
5.3.1 Unless otherwise agreed by us, we will invoice you 100% of the Price upfront. Print jobs will only be dispatched when payment is settled in full. We cannot be held responsible for delays caused in waiting for funds to clear.
5.3.2 You must pay the Fees within 7 days of the date of out invoice. We do not offer credit terms.
5.3.3 If you do not pay within the period set out above, we will suspend any further deliverables to you and without limiting any of our other rights and remedies for statutory interest, charge you interest at the rate of 5% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
5.3.4 All payments must be made in British Pounds unless otherwise agreed in writing between us.
5.3.5 Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
5.3.6 You must raise objections to invoices within 48 hours of the date of the invoice. Any failure to object within this period is deemed as acceptance of the invoice. Failure to settle invoices under these Terms and Conditions, we reserve the right to temporarily disable services until full payment has been made and seek legal advice and proceedings should this be necessary.
5.3.7 Payment is currently acceptable by BACS, CHAPS transfer or cash. Please note that we do not accept cheques unless authorised by our director.
5.4 Pay Per Click Account Budgets and Overspends
5.4.1 When running Pay Per Click Accounts we charge a fixed cost monthly retainer for the management of your account. We do not charge a monthly percentage of your budget for Ads as an extra retainer.
5.4.2 We will advise on the recommended monthly budget for your accounts based on technical analysis and data available online from industry wide statistics.
5.4.3 Although we will advise on the recommended budget, we are not liable for increases or decreases in your monthly spend.
5.4.4 We do not guarantee the performance of your Ads.
5.4.5 Due to the changing algorithms on each platform, we will not be held responsible for overspends, errors or omissions in your accounts.
5.4.6 If you require budget or account changes to be made to your online Ad accounts we require a change request to be submitted in writing. We will not accept liability or change requests from over-the-phone communication,
5.4.7 We will give you full administrative access to your accounts and will not withhold information. You own the account and it is your responsibility to keep your account balances clear and funds available.
5.4.8 All changes are logged on each platform and as part of your monthly service we will summarise the success of your campaigns in a monthly report. If you require ad hoc reporting you are able to login at any time.
5.4.9 As you have full administrative access to your own accounts, we do not accept liability for the performance of your Ads if you change parts of your campaigns. If you do wish to make changes to your account whilst your campaigns are in our care, please speak to us, or inform us of all of the changes made.
5.5 Design Approvals
5.5.1 When we complete a set of concepts or designs for you we will reasonably make changes up to the point we get verbal or written acceptance, sign off or approval from any main decision maker working on the project.
5.5.2 Any change requests after approval will be made at our discretion of us and we hold the right to change our standard hourly rate to make any further changes.
5.6 Trend and Data Forecasting
5.6.1 Using a reasonable amount of forward planning we will trend forecast and predict goals and expectations for your paid campaigns. Whilst due care and attention is used when forecasting goals, due to the changing nature of digital campaigns, cannot accept liability if goals are not met or reached.
5.7 Partner Programs for Paid Advertising
5.7.1 We are a Google Partner meaning that key stakeholders in our marketing team have gone through a reasonable amount of training inline with the Google guidelines.
5.7.2 Although we are a Google Partner, Damteq is not directly associated with Google or other related companies.
5.7.3 We partner with other companies to help manage our projects efficiently relating to the use of software. We do not outsource any projects to partners. All projects are managed by Damteq.
5.7.4 Due to our partnerships, your accounts will be available to view and manage by our Partner Account Managers to help troubleshoot account problems and to advise on changes to improve your campaigns.
6. PROJECT WORK
6.1 Any change requests or additions to the project brief not included within the agreed proposal will be charged on top of the quoted price at an hourly rate of £75 plus VAT. (Or this will be quoted for separately as a new job).
6.2 A project brief or scope will be agreed prior to work commencing. You will be required at your own expense supply us with all necessary materials and information to provide the services laid out in the order. We request all assets and content for a project to be supplied up front at the start of a project. We cannot be held responsible for delays to a project caused by lack of necessary information, content or sign off.
6.3 We maintain the right to refuse any material that may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacing or in any breach of confidence, copyright, privacy or any other right or in any way thought to be unsuitable for reproduction. We accept no responsibility for the content of client’s website or printed material.
6.4 We retain the ownership to all goods/designs/websites created for you until full and final payment is received. All visuals and other deliverables created in the course of performing the services not used in the final product or website will belong to us and you shall not obtain any rights therein. In all instances, the client owns the IP of the designs and content of any website. The source code of a website remain the intellectual property right of us indefinitely. If you require a transfer of IP of source code, this will be agreed separately along side agreement of a reasonable compensation for the privilege.
6.4.1 During the build of any website, we will make accommodations for a reasonable amount of changes (at our discretion) but will provide a revised quotation to you, should we feel that the amount of change requests exceed a reasonable quantity to get the project to a launch ready state.
6.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.6 We will offer a reasonable amount of bug fixing and support via email and telephone up to 28 days after delivery of your website. Thereafter, change requests, fixes whether bug fixes or due to misuse will be chargeable.
6.7 All projects completed are designed to ensure they are functional for the visitors and users. We do not guarantee that the projects we complete will be successful when a brief is followed. We will advise and instruct accordingly about seasonal trends and from experience, give our best advice at all times.
6.8 We may make changes to your brief, however will always ask for your permission before doing so. Your brief may not be followed 100%.
6.8 Further changes to any website or marketing campaign will be quoted for additionally after initial project is launched.
6.9 Your website footer will contain a discreet text link back to our website. If you wish for this to be removed it must be agreed before commencement of your project. You also agree to allow us to place work samples on our own website and for use in our own promotion.
6.10 In regards to print jobs, all artwork will need to be accepted and signed off by you prior to sending to print. We will not be liable for any defects, print issues or artwork mistakes after sending to print. We will ask you prior to sending artwork to print that it has been checked over thoroughly for mistakes, problems and errors.
6.11 Due to the changing nature of Google’s strategy, our SEO (Search Engine Optimisation) and Digital Marketing packages come with no guarantee that it will improve your presence on Google and other search engines, although every effort will be made to ensure we build you a solid strategy to give it the best opportunity.
6.12 Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device. We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge) and Mozilla Firefox. Outdated browsers such as Microsoft Internet Explorer 11 are no longer supported. However we do test for the newer Edge browser and Windows users who use this browser will get an appropriate experience. We won’t test in other older browsers unless we agreed separately. If you need an enhanced design for an older browser, we can provide a separate estimate for that.
6.13 Mobile browser testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our designs in: the latest version of iOS: Safari, Google Chrome Android: Google Chrome on Android Emulator
6.14 We won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate estimate for that. Due to the differences in mobile browsers, we cannot guarantee that your website will be consistent in the look and feel across browsers.
6.15 Should you wish to move on from us, we require minimum 30 days notice on cancellation of services and reserves the right to charge the next full month should we be midway through running a campaign for you.
6.16 When leaving us, all responsibility is passed to you in managing the migration, and hosting of services. We will charge an hourly rate of £100 plus VAT per hour should our assistance be required in fixing issues caused by a third party.
6.17 We will provide all passwords to the client on leaving us.
6.18 Funds sent to us for a project are held at a company level. Should an invoice be overdue we reserves the right to put any project on hold until funds have cleared.
7.1 If you require us to purchase a domain name, we will need the request for registration in writing with the correct spelling of the domain name. We will invoice you according the the Price of registration. We do not claim IP for any domain name purchased for and on behalf of you.
7.2 If you have purchased the domain name you must be able to manage the DNS settings and repoint the ‘A’ and ‘WWW’ records to our web server IP address that will be provided to you. If you require assistance to do this there will be an admin charge of £35 plus VAT. We cannot accept responsibility for failure to repoint the domain name or being unable to work with your chosen domain host.
7.3 In the instance of website hosting, it is assumed that a website is hosted with us unless otherwise agreed in advance. Should you wish to terminate a hosting agreement it must be provided in writing in accordance with these Terms and Conditions. Migration of a hosted website to an alternative host provider will incur an admin fee for preparing files and backups of the database which will be supplied to you as a .zip file. It must be noted that we cannot be held responsible for installing a website on a third party server and / or ensuring the website works on a third party server. The associated admin fee for migration will not exceed £325 plus VAT and will be confirmed upon request if the occasion arises. However, in reference to clause 6.4 of our Terms and Conditions and where any bespoke coding has been created by us, a figure will be negotiated to sell the IP of that website or code to you.
7.4 For all websites with Content Management Systems hosted with us, editor access will be granted to the website inline with section 5.1 of our Terms and Conditions after full payment has been made for the project. Requests for administrator or FTP access will be denied in all circumstances. You will not be given admin access, if this is a requirement then the website must be on a dedicated server and a different pricing structure will be applicable.
7.5 If you require access to FTP where the website is hosted, we shall not be held responsible for any error caused due to misuse, both accidental or intentional. It is the clients responsibility to back up the website before making amendments. We will charge an hourly rate of £100 plus VAT per hour should our assistance be required in fixing issues.
8.1 We can terminate the sale of Goods under Contract where:
8.1.1 you commit a material breach of your obligations under these Terms and Conditions;
8.1.2 You are or are about to become, in our reasonable opinion, the subject of bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
8.1.3 you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
8.1.3 you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
8.1.3 we feel our working relationship is failing due to misinterpretation of scope of work or unreasonable requests and disagreements.
8.2 Our Contract maybe terminated by either us or you providing written notice is given to the other party in a reasonable time frame, 7 days. Upon cancellation of any project, we reserve the right to invoice for all work completed until such time. You will be liable for any third party costs incurred prior to cancellation of the contract.
9. LIMITATION OF LIABILITY
9.1 Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
9.2 Subject to the clauses above on INSPECTION AND ACCEPTANCE and RISK AND TITLE, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
9.3 If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
9.4 Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
9.5 We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
9.5.1 any indirect, special or consequential loss, damage, costs, or expenses; and/or
9.5.2 any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
9.5.3 any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
9.5.4 any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
9.5.5 any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
9.6 The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
10. GENERAL TERMS
10.1 Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
10.2 If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
10.3 No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.4 We reserve the right to make changes to these Terms and Conditions and any adjustments will be provided in writing to you.
10.5 The Contract between us and you shall be governed by and construed in accordance with English Law.