Terms and Conditions
The following terms and conditions refer to Jupiter and the Giraffe (“The Agency”) and its relationship with its clients and potential clients.
General Terms & Conditions of Business
1.1 Quotes & Prices
1.1.1. Quotes/estimates are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should the client’s requirements change at any time.
1.1.2. Unless otherwise stated, photography, stock images, delivery, copywriting, fonts and any other assets will be charged extra to the client and the Agency will notify before proceeding.
1.1.3. If a contract or hourly price has not been fixed for the term of a contract, our hourly rate of £100 will apply.
1.1.6. Any estimates given by The Agency as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only and time shall not be of the essence.
1.1.7. Any stated timescale is reliant upon the client providing all required information/copy/images within the time set out at project initiation.
1.1.8 If an hourly price is charged for a website, the Agency may put an affiliate link in the footer. Removal will be a one-off fee of £30.
1.2.1. The Agency reserves the right to sub-contract the fulfillment of an order or any part thereof.
1.2.2. Should the Client supply text, artwork or images, the Agency is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.
1.2.3. The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libelous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.
1.2.4. Origination and/or conceptual work and any copyright subsisting therein shall remain the property of the Agency unless otherwise agreed in writing with the Client.
1.3 Invoices & Payment
1.3.1. Payment must be made no more than 30 days after the date of invoice unless otherwise agreed in writing in advance. Any payment outstanding will be charged at 8% per annum for each day it is delayed.1.3.2. We understand and will exercise our statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998 amended by European Directive 2000/35/EC if we are not paid according to these terms.
1.3.2. All work remains copyrighted to the Agency until settlement of relevant fee account.
1.3.3. Invoices are not subject to UK VAT unless specified.
1.3.4. All payments must be in UK Pounds Sterling unless otherwise agreed with the Client.
1.3.5. If the Agency incurs any costs as a result of the Client’s neglect or default, the Agency may charge those costs to the Client in addition to the contract price.
1.3.6. A 50% rejection fee of the remaining amount is applicable on all work executed by the Agency should the Client cancel their contract/order in addition to the owed amount on the work already completed.
1.3.7. When payment is overdue, the Agency may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment, therefor, becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.
1.3.8. The Agency may require payment in advance, or a deposit of at least 50% of the quote/estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.
1.3.9. If no contact is received or work on a project ceases to progress beyond a two week period, this will be considered a termination of the project and a new SOW may be written and may incur termination charges.
1.4.1. Proofs, pull samples, specimens, sketches, photographs, links or any representation, whether partial or total, of the finished article in whatever form may be submitted to the Client for approval.
1.4.2. After approval, the Client shall have no claim against the Agency for errors in the exemplar as approved by them.
1.5.1. If the Client ceases to pay their debts in the ordinary course of business or cannot pay his debts as they become due or is deemed to be unable to pay its debts or have a winding-up petition issued against it or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against him, the Agency without prejudice to other remedies shall:
22.214.171.124. Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due to him.
126.96.36.199. In respect of all unpaid debts due from the Client have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.
1.6 Force Majeure
1.6.1. The Agency shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may by written notice to the Agency elect ‘to terminate the contract and pay for work done and materials used’, but subject thereto shall otherwise accept delivery when available.
1.7 Information Provided by You
1.7.1. You warrant that the name, address and payment information provided when you place your order with the Agency will be correct and you agree to notify the Agency of any changes in the name, address and/or payment details.
1.7.2. You agree that the Agency may disclose your name and address where any enquiries are made.
1.7.3. You warrant that you possess the legal right and ability to enter into this Agreement and to use the Agency’s services in accordance with this Agreement.
1.8.1. The Client indemnify us and keep us indemnified and hold us harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement, or arising out of claims based upon or relating to our work for you or any claim brought against us by a third party resulting from the provision of any Services to you and your use of them.
1.8.2. The Agency will notify you promptly of any claim for which the Agency seeks specific indemnification at the currently supplied address. The Agency will afford you the opportunity to participate in the defence of such claim, provided that your participation will not be conducted in a manner prejudicial to the Agency’s interests, as reasonably determined by the Agency and/or its legal representatives.
1.9 Limitation of Liability
1.9.1. All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, are subject always to sub-clause 1.9.2.
1.9.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
1.9.3. In any event, no claim against the Agency shall be brought unless you have notified the Agency of the claim within one year of the issue arising.
1.9.4. In no event shall the Agency be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of business, contracts, anticipated savings or profits or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Agency’s negligence or the negligence of its servants or agents or otherwise) which arise out of or in connection with the provision of any goods or services by the Agency.
1.9.5. The Agency warrants that its services will be provided using reasonable care and skill. Where the Agency supplies any goods supplied by a third party, the Agency does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods to the Agency.
1.10 General Terms
1.10.1. These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England and you hereby submit to the non-exclusive jurisdiction of the English courts.
1.10.2. The Agency shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control.
1.10.3. All quotes/estimates, briefs and other Client/Agency documents are commercially confidential and may not be disclosed to third parties without a prior written agreement.
1.10.4. These terms and conditions, together with any documents expressly referred to in them, contain the entire Agreement between the Agency and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral: between the Agency and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you confirm that you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been expressly made in this Agreement.
1.10.5. Any notice to be given by either party to the other may be sent by either email or post to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two days following the date of posting.
1.10.6. Headings, numbering and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
1.10.7. You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and the Agency as a result of your use of these services. You agree not to hold yourself out as a representative, agent or employee of the Agency. You agree that the Agency will not be liable by reason of any representation, act or omission to act by you.
1.10.8. The Agency reserves the right to revise, alter, modify or amend these terms and conditions, and any of our other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.
1.10.9. If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will be not be deemed to be prejudiced.
1.10.10. This Agreement takes effect on the date on which you order our services. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions.
1.10.11. You shall not assign this Agreement or any benefits or interests arising under this Agreement without the Agency’s prior written permission.
1.10.12. You reserve the right to use the rules instructed by our branding guidelines in any way you chose to develop and enhance your identity but these rules must remain unchanged for at least 3 months to allow reasonable amount of time for marketing material by The Agency to run a course.
1.10.13. The Agency reserve the right to market the work produced both privately and publically in all formats (digital, print). This also includes social media marketing campaigns.
1.11 Service Level Agreements
1.11.1. The hours provided in Service Level Agreements (SLA) can be used in any way, other than for fixed costs and essential services – such as web hosting or advertising placement – or towards payment of debts or existing/quoted jobs.
1.11.2. Once an account handler at the Agency has been given a job brief as part of the SLA, should the work take longer than 30 minutes, we will endeavour to provide a total estimate of how long the job will take for approval by the Client before any work is commenced.
1.11.3. For each job requested by the Client as part of the SLA, a minimum of 15 minutes will be deducted from the remaining SLA time allowance.
1.11.4. All hours worked as part of an SLA are recorded and can be forwarded to the Client on request.
1.11.5. Once a Client approaches the final two hours of their SLA allowance, the Agency will endeavour to notify them automatically via email, providing the opportunity to purchase another SLA.
1.11.6. Any hours that have not been used within the initial 12 months after purchase will roll over to the following year, up to a maximum of 24 months. However, although the Agency reserves the right to increase the hourly rate as business needs dictate, the hours in an SLA will be honoured at the original rate at which they were purchased for one year, after which time, any roll-over hours will be applied to subsequent years at the new hourly rate.
Digital Media Terms & Conditions
3.1.1. The Agency can only program sites to be as secure as reasonably possible at the time of delivery and can not offer indemnity against future threats/developments.
3.1.2. Once the Agency has deemed a project to be complete, any amendments will be charged at the Agency’s standard billing structure of £100/hour.
3.1.3. The Agency develops websites for compatibility with the current version of the major browsers (Microsoft Internet Explorer, Edge (Windows), Chrome, Safari, Firefox): not all previous versions or every browser. If further compatibility is required, the Agency must be advised at the outset.
3.1.4. With regards to SEO (Search engine optimisation) and SPA’s (single page applications), it must be made clear what search engines are deemed appropriate for the application to be compatible with which may involve additional work and costs to prerender the application otherwise Google is accepted as the default.
3.1.5. Any updates or modifications made either by software updates, code tampering or infrastructure changes cannot be guaranteed against the final deliverable and would, therefore, mitigate The Agency as responsible or cause of anything that should happen as a result of the update or modification.
3.2.1. The ownership of the web pages and copyright therein shall remain with the Agency until payment in full has been received for all sums owing. Once payment has been received, ownership and copyright shall pass to the Client for page text and graphics specific to the Client.
3.2.2. Ownership of all code used in processing web pages shall remain with the Agency and it is expressly agreed that the use of such code in processing the web pages does not confer any passing of title from the Agency to the Client.
3.3.1. Unless content production (copywriting) is part of the agreement, the Client shall supply the copy for your web pages in clear and usable permanent or electronic form and shall be entirely responsible for the content of the web pages.
3.3.2. All images uploaded to websites by the Client (via CMS, FTP or other) should be optimised (compressed file size). The Agency can provide advice on the best image editing software, but accepts no responsibility for the performance or compatibility of third-party software, or the results they produce.
3.3.3. When a test link is provided, it is the responsibility of the Client to test the functionality, read and check all copy, as well as approve the design and images used before approval is given.
Website Hosting Conditions
The Agency offers setup of website hosting and database hosting services through the use of third party providers and is subject to requirements set out in these terms and conditions and any other relevant terms and conditions, policies and notices which may be applicable to the supply of hosting services.
It is not the responsibility of The Agency to maintain payment and hosting of the web services beyond the period of engagement.
Below is a summary of the main points covered in these terms:
- Whilst we and our suppliers will always endeavour to give you the best possible level of service, we cannot guarantee 100% availability of service.
- The Agency and our suppliers accept no responsibility for any losses caused through a loss of service.
- The Agency will not be liable for any costs to restore your service once it has been removed. Specifically, any websites with databases will require reprogramming once they have been removed from their original server.
- Any work undertaken by the Agency at the request of the Client will be charged at our standard rate of £100 per hour, including investigations regarding problems or loss of service that are not due to the Agency or our suppliers. The Agency should only be contacted after you and your IT professional/advisor have established that any problems are not due to you or your systems.
5.1.1. 10% referral fee is payable on all client work once it has been paid in full.
5.1.2 Referral fee is payable up to the sum of £500, exchange rates apply at the time of transfer if payable in any other currency.
5.1.3 The Agency is not responsible for tax owed on the final sum. The referee is responsible for whatever taxes are due on the amount in the country they are registered to pay taxes in.