Wirefox

THE DIGITAL AGENCY
THAT GOES THAT EXTRA MILE

Terms and Conditions

Wirefox is a company who specialise in Print, Design & Imaginative Marketing Solutions.

GENERAL TERMS AND CONDITIONS

To use Wirefox Ltd, programming and associated services, you are subject to the provisions of these General Terms and Conditions (GTC) at all times.

Please note that in this GTC, “we”/”us”/”our” denotes Wirefox Ltd, and “you”/”your” denotes you the customer.

Acceptance of terms and conditions

The placing of an order with “us” by “you” will be deemed an acceptance of these terms and conditions by “you”

 

  1. Proposal:
    Customarily, a proposal is submitted for approval before any design work is carried out, although in circumstances where a client engages our design services without any such proposal being submitted, the same GTC will apply and the agreement will be in force regardless. We will commence design work upon mutual agreement with the client of all proposal points. Upon client acceptance of a proposal, the client will be required to pay a deposit.  Any estimate provided, unless stated otherwise is valid for 20 days from date of issue. The proposal may also be for hosting, marketing, print, application development, SEO, content writing and Social Media
  2. Design Preps. and Written Proposal/Descriptions:
    We will prepare designs, following agreement between the client and us upon a proposed design, up to three adjustments to any design may be requested by the client. If no design is subsequently accepted by the client, or if we consider any or any further such changes to be an unreasonable departure from the spirit of an agreement to prepare a project between us and the client, we may choose to terminate the agreement and in such a case, any deposit paid by the client is forfeited with no further obligation on our part. Any design work completed up to that point may be used by the client for whatsoever purposes he/she chooses, although intellectual property rights to any such work will be retained by us.
  3. Changes:
    Any further changes or additions not included in the original or subsequent mutually agreed quote will be invoiced at the prevailing rate.

We will fix any errors which occur in the website during 60 days of completion unless otherwise agreed. This is provided no additional development work has been carried out on the site by a 3rd party and where such errors were not introduced by client error

  1. Other notes:
    When accepting data files from the client or its agents, we can confidently accept 95% of graphic/WP formats, but cannot guarantee the same. In the unlikely event that the client cannot provide us with anything other than a non-standard file format we may, at our discretion, invoice the client for any third party conversion charges.

Our website code is validated against the HTML 4.0 specification. No provision is made for WYSIWYG editors such as MS Frontpage, Adobe Pagemill, Claris HomePage etc. and their coding idiosyncrasies. If the client intends to subsequently update the site in such an editor, please discuss this with us before the contract commencement as certain design elements may be unrecognised or difficult to edit at a later date.

Total consequential loss and force majeure exclusion

(a) You ensure that you have all the necessary intellectual property rights on a worldwide basis in respect of the content on the website and you indemnify us for any liability you incur in respect of any breach of such rights

(b) You are responsible for the content on the web site designed, hosted, operated or maintained by us, other than in respect of our own negligent acts or omissions, and you indemnify us for any such liability incurred

  1. Warranty
    Any HTML, CGI, PHP, Java, Javascript or other programmed code (“Code”) is provided on an “AS IS” basis. Code developed by ourselves or our agents is supplied with 60 days of free technical support from the date of final invoice (“final delivery”). After this period, unless a maintenance agreement specifies to the contrary, it is deemed to be in use by the client without warranty of any kind, including without limitation the warranties of merchantability or fitness for a particular purpose. The client is therefore responsible for thoroughly testing any software provided by us within 60 days of final delivery. No liability is accepted by us for any indirect or consequential loss arising from the use of such Code. In any event any liability will not exceed the price paid for the work.
  2. Copyright
    All work produced by us or our agents, whether draft or completed designs, whether stored on the client’s fixed or removable media or on an Internet or Intranet server where so ever located shall remain our actual and intellectual property and copyright until full and complete payment is received and cleared into our account and we reserve the right to remove any and all such work from any internet server to which we have access in the event that payment is withheld or not forthcoming in full. The only exceptions to this are photographs, transparencies or other media or text provided by or sourced from the client or its agents, and any such material shall remain the property of the client at all times, and applets, programs, video clips or other place able media shall remain the copyright of their respective owners.

7.Credit
“We” will place a credit on “your” finished website on the bottom of the page, with a link to our website

  1. 8.Additional Expenses


Client agrees to reimburse Wirefox Limited for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography etc.

  1. Web Browsers

    Wirefox Limited makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer 8 & 9, Google Chrome, etc.). Client agrees that Wirefox Limited cannot guarantee correct functionality with all browser software across different operating systems.

    Wirefox Limited cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, Wirefox Limited reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.  
  1. Termination

    Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for work completed to the date of first notice of cancellation for payment in full within thirty (30) days.  

PAYMENT TERMS

Any deposit paid to us and/or delivery times promised for work quoted is forfeit in its entirety if a period of 60 or days or more elapses in which the project does not move forwards due to insufficient or no contact from the client for whatsoever reason, whether within the client’s control or not. It is the client’s responsibility to deliver material (e.g. copy, images) required to complete any work quoted for unless we have expressly and in writing undertaken to source any such material on our own account and we will take no responsibility whatsoever for any delays or forfeits caused by such material not being delivered. Please note it is not our policy to accept putting projects ’on hold’ and the client should take steps to ensure that sufficient means are available to complete a project once a contract is entered into.

No deviations from specific points of this procedure are acceptable without written mutual agreement between us and the client. All agreements to provide Internet, graphic design, website development or programming or related services are subject to the above terms and conditions which shall be governed by the law of England and Wales. An agreement between the client and us to provide these or any other services will be deemed to be in acceptance in full of the above conditions unless otherwise confirmed by both parties in writing.

If any provision or section of this GTC or the application thereof to any person or circumstance is held to be invalid, the other provisions or sections of this GTC, and the application of such provision or section to other persons or circumstances, shall not be affected thereby.

Wirefox’s Payment Terms are strictly 14 days from invoice date and these terms will be enforced rigorously.

Upon acceptance of a proposal for website development, graphic design or programming work, we will issue an invoice for 25% of the total fee quoted, payable immediately and before any work or drafts are delivered to the client. The balance of all fees for the project is due within 14 days of receipt of final invoice.

Deposit invoices for accepted proposals are payable immediately and commencement of a contract proper cannot take place until such deposit is received and cleared in our account. Credit terms on final or intermediate invoices are strictly 14 days on invoice date. We reserve the right to impose an interest surcharge of 5% over bank base rates on any balances outstanding after 14 days. All amounts due to us shall be paid in full immediately when due without any deductions in respect of any claim, counterclaim or set-off. We reserve the right to terminate without notice the service of any client who is in breach of these clear and unambiguous payment terms.

 EXTENT OF LIABILITY

We shall have no liability to you for any loss (including loss of profit or other economic loss (direct or indirect), indirect or consequential loss) or damage of any nature (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of us or in any other way out of or in connection with the performance or purported performance of or failure to perform the Contract except –

  • for death or personal injury resulting from our negligence;
  • fraudulent misrepresentation; and
  • as expressly stated in these conditions.

You indemnify us 
You agree to indemnify us against all costs claims and expense arising directly or indirectly from: 
your failure to comply with the law of any country; 
the posting by you of any content on your website; 
a breach of the intellectual property rights of any person; 
the posting by any third party with or without your knowledge of any material on your website; 
any action taken or omitted by any third party in relation to your website; 
any use of your website for a purpose forbidden by this agreement.any security breaches whatsoever affecting the Customer’s website.

 

Force Majeure

Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, Political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or manmade eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Agreement contained herein.

 

Support

We agree to provide reasonable technical support by email or phone  to Customers during Wirefox Ltd  normal technical support hours.

  

Hosting

Warranty Disclaimer. Except as expressly provided  in this Agreement, the Services are provided “as is,” and  Wirefox Ltd expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose. Interruption of Service: You hereby acknowledge and agree that  Wirefox Ltd will not be liable for any temporary delay, outages or interruptions of the Services. Each party acknowledges that it has not entered  into this Agreement in reliance upon any warranty or representation except those specifically set forth herein. Unless an approval process is specified herein or in a Statement, all Hosting provided by Wirefox Ltd  to a Customer will be deemed accepted when delivered.

Wirefox Ltd will use reasonable efforts to supply a continuous service. However, we are not liable for any loss of data resulting from delays outside of our control, missed or non-deliveries, service interruptions or by errors or omissions of the customer

You agree that Wirefox Ltd is not liable to you for any special consequential damages which you may suffer as a result of loss of business, contracts, profits, savings or otherwise. Wirefox Ltd is unable to exercise control over material sent over the internet and excludes all liability of any kind for the publication by the Customer of inaccurate, misleading, offensive, threatening or obscene material, or material that is in breach of UK or other applicable law.

Wirefox Ltd  offers 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.

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.
Wirefox and our suppliers accept no responsibility for any losses caused through a loss of service.
Your service will be removed if you fail to pay in time or misuse the service.
Wirefox  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 Wirefox at the request of the Client will be charged at our standard rate of £50 per hour, including investigations regarding problems or loss of service that are not due to Wirefox or our suppliers. Wirefox should only be contacted after you and your IT professional/advisor have established that any problems are not due to you or your systems.


Back Up

Wirefox Ltd will use reasonable efforts to protect and backup data for clients on a regular basis, however, Wirefox Ltd does not guarantee the existence, accuracy, or regularity of its backup services and, therefore, you are solely responsible for making back-up files in connection with your use of the Services.

You agree and understand that any back-up which Wirefox Ltd may carry out will not include any media files. These include (but are not limited to) mp3, mpeg, wmv or any other video/audio files.

Security and Viruses

You are responsible for any misuse of your website and you must take steps to ensure that others do not gain unauthorized access to your website.

Your password provides access to your website. It is your responsibility to keep your password secure.

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