Terms of Service & Privacy Statements
Applicable to ClientWave Ltd & ClientWave Creative Ltd
The client will engage ClientWave Creative Ltd (“ClientWave”), as an independent contractor for the specific purpose of designing and / or developing and / or improving a new or existing website to be displayed via the client’s domain name on ClientWave’s hosting or a host provided by the client. The client hereby authorises ClientWave to access this account, and authorises the internet service provider to provide ClientWave with “write permission” for the client’s web page directory, and any other directories or programs that need to be accessed for this project.The client also authorises ClientWave to promote the completed website with web search engines, as well as with other web directories and indexes.
Website Maintenance | Content Management | Ad Hoc Support & Disclaimer
ClientWave Creative Ltd offers an optional website maintenance support agreement, the details of which can be viewed and downloaded for your consideration. It should be noted that a current (“CMA”) covers all amendments to existing navigational structures and previously published webpages and where the main navigation requires amendment resulting in the development and publishing of additional website pages, the production of such may incur additional charges.
Should the client not wish to take up ClientWave’s website maintenance agreement, website maintenance and support services are offered at £50 + VAT per hour.It should be noted that ClientWave develops websites optimised for visitors using current versions of leading browsers such as Microsoft Internet Explorer, FireFox and Safari.
In no event shall ClientWave be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising from the operation of or inability to operate delivered web pages or website, even when / if ClientWave has been advised of the possibility of such damages.If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Amendments to Content
The client agrees to ensure that submitted content is complete and final prior to any agreed go-live time / date. The time required to make substantial changes to content, submitted by the client, after the web pages have been constructed and the website has been launched (“go-live”) will be deemed to be additional and billed (in the absence of a maintenance agreement), at the hourly rate as defined within the terms and services levels offered withing the Content Managament Agreement (“CMA”) above.
Web Hosting and Email Services
The client understands that any web hosting services require a separate contract with the client’s choice or with ClientWave. The client agrees to use ClientWave hosting which allows ClientWave full access to the website via ftp. The client further understands that if the website hosting is not supplied by ClientWave that certain functions may not work as expected and providing a substitute will incur additional charges.ClientWave’s website hosting agreement also provides the setup of up to five email accounts. The email accounts may be accessed using the webmail logins provided by ClientWave. ClientWave will also provide the information necessary to access email accounts via an email client such as Microsoft Outlook, Outlook Express or Eudora. ClientWave will not however be held responsible for any failure to send / receive email via a third party email client due to incorrect PC / Laptop or internet service provider (ISP) configurations.In no event shall ClientWave be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising from the operation of or inability to operate ClientWave hosted web pages or website or email services, even when / if ClientWave has been advised of the possibility of such damages.If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Email Services | Specific Terms
LIMITATION OF LIABILITY
We will not be liable for any (a) suspension or loss of the email service, (b) use of the email service, (c) interruption of the email service or interruption of your business, (d) access delays or access interruptions to the email service; (e) loss or liability resulting from acts of or events beyond our control (f) data non-delivery, mis-delivery, corruption, destruction or other modification; (g) loss or liability resulting from the unauthorised use or misuse of your account or password; (h) application of any dispute policy or (i) loss of emails / email content or attachments however so caused. We will not be liable for any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages.
DISCLAIMER OF WARRANTY
We provide the Email Service on an “as is” basis without any expressed or implied representations, warranties or conditions. We do not guarantee that that the Email Service is offered in a timely, secure, or error-free manner. To the fullest extent permitted by applicable law, we disclaim all warranties and conditions, express or implied, including but not limited to merchantability, merchantable quality, correspondence to description and fitness for a particular purpose.
You agree to indemnify and hold us and our parents, subsidiaries, affiliates, officers and employees harmless from any claim, demand, or damage including reasonable legal fees asserted by any third party due to or arising out of your use of or conduct on the Email Service.
We have the authority to terminate all or part of the Email Service with or without cause at any time. We may terminate your account if you violate any term of this Agreement. We may terminate your account for inactivity, which is defined as failing to log in to your account for an extended period of time. If you wish to terminate your account voluntarily, you may do so by discontinuing the usage of the Email Service. Upon termination of your account, your right to use that account immediately ceases, and we have no further obligations to maintain the content in your account or to provide you any further services.
Completion Dates and Client Sign-Off
ClientWave and the client must collaborate regularly to complete the website in a timely manner. We agree to resource the design and development of the website to complete the website no later than 30 days from the date of the clients authorisation to proceed ( verbal, email or in writing ).If copy writing services are not being sought from ClientWave and the client does not supply ClientWave with complete text and graphics content for all web pages agreed within six weeks of the date that the agreement was made, the entire amount of the contract becomes due and payable.If the client has not submitted complete text and graphics content within two months after the date that the agreement was made, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is completed.
Payment Terms & Deposit
In order to secure the resources required to deliver a website ClientWave will require the payment of a resource allocation deposit. The amount of the deposit will be commensurate with the total value of the project and this amount will be made clear with the quotation element of ClientWave’s proposal.
Should ClientWave fail to meet the clients expectation when considered in conjunction with either written or verbal agreements at any point prior to the initial design sign-off phase ( not applicable to templated or themed website delivery as by the nature of the templated / themed design; the “design” is inherently accepted once the templated / theme has been selected by the client – please also see below), the deposit will be refunded in full.
However, should the Client for whatever reason fail to respond to ClientWave’s requests for content or constructive feedback via telephone or email once ClientWave has received confirmation to proceed with the initial stages of the design and development process, ClientWave reserves the right to take reasonable costs from any deposits received. Should ClientWave’s costs exceed any deposits received in this regard; ClientWave may invoice the Client for additional costs where appropriate.
Once the client has agreed the basic design and confirmed that they would like ClientWave to proceed with the development of the website / cart based on that proposed design. The deposit will not be returned but will be deducted from the final balance of payments.Where a templated or (“themed”) website is requested – the “proposed design” is deemed to have been accepted as of the date of the clients authorisation to proceed ( verbal, email or in writing ).
Any determination as to the refund of deposits paid and / or any request for any such deposit to be refunded will in each and every case be concluded on the basis of what each party believes to be fair and reasonable when adjudicated in conjunction with previously stated terms and conditions.Unless payment terms have been agreed, full payment must be received on or before the agreed “go-live” date.
Should it ever be the case that both ClientWave and the Client agree that all content received from the Client has been published to a new website in accordance with their directives the new website will be deemed to ready to go-live. It is at this point that the balance of accounts must be settled prior to the new website being launched “live”.If the remainder of the balance remain outstanding for more than 14 days after this agreement has been reached then ClientWave reserves the right to either propose a scheduled payment plan or sell the respective website design and structure to another Client.
Once this decision has been made the Client will have no recall or any form of ownership over the respective website and any deposits received from the Client is respect of this agreement will be used to offset ClientWave’s losses.It will be the responsibility of the Client to ensure that appropriate funds are available to settle the balance of account in or around the envisaged go-live date.
Equally should it be the case that ClientWave currently supplies products and / or services to any Client that is unable to settle the balance of any accounts as and when they fall due, any such product or service supply may be suspended or terminated until such time as payment agreements have been reached.
Use of Third Party Contractors
ClientWave reserves the right to assign subcontractors to any project where in doing so ClientWave is able to deliver the requisite functionality or where the requisite skills are unavailable amongst current ClientWave designers or developers.
General Copyrights and Trademarks
The client represents to ClientWave and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to ClientWave for inclusion in web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend ClientWave and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
Completed Website Copyright
Effects of Termination
Where a Service Agreement (Website Hosting, Website Content Management & Maintenance, Search Engine Postitioning) is terminated by either party before the end of the Initial Term or then-current Renewal Term (except where terminated by the Client due to a material breach of these Terms by ClientWave), all remaining Charges for the Initial Term or then-current Renewal Term (as applicable) shall be immediately payable.
Following termination: (a) ClientWave shall have no obligation to retain any Client data. If the Client wishes to export any data, it should do so prior to the effective date of termination. Where the Client requires ClientWave to export any data on its behalf a charge may be applied for this additional service; (b) the Client shall immediately cease using the Intellectual Property and the Materials; and (c) any provision which expressly or by implication is intended to come into or remain in force on or after termination shall continue in full force and effect. (d) If a Client website is hosted by ClientWave on termination of website hosting services ClientWave has no obligation to continue to display the Client’s website via any major internet browser. (e) Any request to transfer website assets to an alternative agent through termination of services instructed by the Client, ClientWave is under no obligation to do so. Should the Client require any source code to assist them in the transfer of assets to an alternative agent ClientWave reserves the right to charge for any subsuquent actions in the interests of the Client.
Distance Selling Regulations
Distance selling means selling and buying by phone, mail order, via the Internet or digital TV. Such transactions are covered generally by normal buying and selling legislation, but they are also covered by special Distance Selling Regulations.
Distance Selling Regulations give protection to consumers who shop by phone, mail order, via the Internet or digital TV.
The protection includes:
The right to receive clear information about goods and services before deciding to buy;
- Confirmation of this information in writing
- A cooling off period of seven working days in which the consumer can withdraw from the contract
- Protection from credit card fraud
ClientWave shall not be held responsible for any breach of such distance selling regulations through the delivery of eCommerce systems or Shopping Cart websites.
The client agrees not to solicit any ClientWave staff (temporary, part-time or full-time) for the purposes of employment directly or indirectly with the clients business or any associated businesses.The client agrees that should such solicitation be made or should an employee of ClientWave Ltd take up employment with the client or any of its associated businesses that the client will compensate ClientWave Ltd in the amount of one full year’s salary and bonuses offered to that employee or £45,000, whichever is greater.
If an amount remains outstanding 7 days after its due date, an additional 5% uplift will be added for each month of delayed payment. ClientWave reserves the right to remove web pages from viewing on the internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process.
The information contained in “the proposal” in conjunction with these terms and conditions constitutes the sole agreement between ClientWave and the client regarding their website project.Any additional work not specified in the proposal/contract must be authorised by a written “change of order”. All prices specified in the proposal/contract will be honoured for two months after both parties sign the proposal. Continued services after that time will require a new agreement.
Disclaimer(s)Website Content & 3rd Party Links.
The information contained in this website is for general information purposes only. The information is provided by ClientWave Limited and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.Through this website you are able to link to other websites which are not under the control of ClientWave Limited. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.
Every effort is made to keep the website up and running smoothly.
However, ClientWave Limited takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.In no event shall ClientWave be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising from the operation of or inability to operate these web pages or website, ClientWave designed and published webpages or website and or ClientWave Hosted web pages or website even when / if ClientWave has been advised of the possibility of such damages.
Should a client not take up a website maintenance and support agreement for two consecutive quarters prior to their uptake of a website maintenance and support agreement and subsequently under such an agreement requests a volume of amendments which requires an investment by ClientWave considerably over and above the invoice value of the agreement; ClientWave reserves the right to supply a quotation for a proportion of the work requested.
This will be referred to as ClientWave’s fair play clause.