All development and hosting services provided by Pinfields Marketing Ltd are subject to the following terms & conditions, which supersede any previous conditions.
“Supplier”, “The Business” shall mean Pinfields Marketing Ltd.
“Client(s)” shall mean the company or individual to whom this proposal has been issued.
“Scope”, “Contract” shall mean the proposal, agreement and quote that details the work, hosting services and project deliverables for the Client.
“Project Completion” shall mean when all development is completed by the Business according to the Scope regardless of content provision from the Client.
“NDA” shall mean Non-Disclosure Agreement “Service” shall mean any development or hosting work provided by Pinfields Marketing Ltd
2. Acceptance. A copy of these terms and conditions must be signed by all new Clients at time of submission, indicating agreement and acceptance. Alternatively, payment of an advance fee is an acceptance of our terms and conditions.
3. Requests for Work. Work requested by the Client (including employees or representatives of the Client), in written, electronic, or verbal form, is considered as authorised by the Client. The Client may choose to work through a "Company-Champion." If so, the Client must inform Supplier of this decision in writing. Subsequent to this advice the Company Champion has sole authority to request billable work.
4. Charges. Charges for services to be provided the Business are defined in the project quotation that the client receives via e-mail. Quotations are valid for 30 days. Supplier reserves the right to alter or decline to provide a quotation after 30 days. Supplier retains the right to store credit card details on file.
Unless agreed otherwise with the Client, all project work will require a deposit (maximum 50%) before work commences. Remaining balances, enhancement requests and incurred project expenses are invoiced at project completion. Unless otherwise agreed all invoices shall be paid with-in 30 days of the invoice tax date indicated on the invoice.
5. Termination. Either party may terminate this agreement by giving 30 days notice in writing. If cancelled by the Client, Supplier will make a charge for the work already carried out. This will be calculated on a pro-rata basis of completed stages and expended hours.
6. Service Provision. Development Service in this case is defined as design, consultancy, construction of work based on project milestones laid out in the attached Scope document. Future enhancements, fixing bugs that may arise, admin duties (including content updates) and IT consultancy after the 21 day warranty period is subject to charges through the Business’s Aftercare Service provision.
7. Copyright. The Client retains the copyright to software, data, files and graphic logos provided by the Client and grants Supplier the rights to publish and/or use such material in the course of the service. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client retains any intellectual property and code developed in the course of the service that is specific to their business and covered by their NDA.
Supplier retains the copyright, design rights, intellectual property rights (registered and unregistered) and company trade secrets of Supplier in all software, website, manuals and documentation vested in Supplier. The Supplier may share and publish any work outside of NDAs and reserve the right to trade stamp the Business name within the footer of the website. We reserve the right to use non NDA developed work (including but not limited to) software, graphics, material in other work unless agreed otherwise. No part of any software or publication may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means without the prior written permission of Supplier or via arrangement of a license.
8. Source Code Ownership. In conjunction with the Copyright clause, Supplier reserves the right to retain and reuse all source code developed, however it shall also be supplied upon request in its current development state for your storage and future development. Some projects may contain Supplier framework code that is common to other projects to aid work and reduce development costs. This source code may not be provided, but the use of such code libraries is included in these terms.
9. Limited Liability. In no event shall Supplier, its employees and/or agents be liable for all and any accidental, consequential, incidental or indirect damages of any kind (including without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use or of the inability to use the services, products and technical systems provided. In no event shall Supplier be liable for any claims whether in contract, tort or other theory of liability exceed the purchase price of the subject products or services, unless such limitation of liability is otherwise prohibited by English Law.
10. 3rd Party Software Licenses. Supplier will not provide any 3rd party supporting software licenses within any work unless stated as doing so in the quotation. Such software licenses may include operating systems, databases, or hosting environments as examples. The Client is to ensure they have all the necessary software licenses as recommended by Supplier for the operation of any work delivered. Supplier will not be held responsible for any consequences of the licensing agreement.
11. Client Duties. The Client is expected to provide any requested information in the correct format as specified from Supplier in the quotation / scope of work in a timely manner. The Business will not be held responsible for any delays or uncompleted work due to lack of client information.
12. Credit Terms. The Business reserves the right to take legal action to recover debt. Supplier reserves the right to withhold work / source code until invoices are paid in full. The Client has 14 days from date of receipt of an invoice to query invoice or time sheet. The Client abrogates forfeits any right of reply after this time.
13. Interest. Supplier reserves the right to charge interest on all overdue accounts (including fees and disbursements) at a rate of twenty percent (20%) per annum compounded daily. Overdue accounts are deemed to be those accounts that remain unpaid after 30 days from the date of invoice.
14. Deadlines. The Business may choose to estimate the completion date of a project or task. While we will endeavor to meet all deadlines, these cannot be guaranteed. Supplier is not liable for losses suffered due to a project being completed after the estimated completion date.
15. Equipment. Supplier is not liable for any equipment failures be it Supplier equipment, 3rd party or equipment on the Client’s site. Supplier will not be liable to support hardware or hosting equipment, software and server facilities.
16. Value Added Tax ("VAT").
The Business is registered for VAT.
17. Force Majeure
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
18. Hosting Services
18.1 Payment and Specification
The Business offers hosting services to its clients that are chargeable on an annual basis.
The specification of the hosting options will be noted and quoted accordingly within the scope document. Additional charges may apply if the client over runs any limits set on the hosting package (including but not limited to) file limits, email mailbox sizes and other resources.
A reminder for hosting renewal is sent a month before the hosting anniversary. If no payment is made before the anniversary of the hosting – then the Business recognize this as termination of the hosting contract will stop the hosting package.
18.2 Hosting Service Levels
The Business shall use its reasonable endeavors to make the server and the Services available to the Customer 100% of the time. Because the Services are provided by means of computer, 3rd party suppliers and telecommunications systems, the Business makes no warranties or representations that the Service will be uninterrupted or error-free and the Business shall not, in any event, be liable for interruptions of Service or downtime of the server.
18.3 Data Backups
The Business does not provide data backup or restoration facilities for individual customers unless previously arranged within the hosting package. Even though every effort is made to ensure data is secure the Business accepts no responsibility for data loss (including by limited to) to the website files, database files, log files, emails and mailboxes or other corruption.
The hosting does not include a Service Level Agreement unless otherwise agreed beforehand.
18.4 Acceptable Use Policy
The hosted website and the hosted services may be used for lawful purposes only and the Customer may not submit, publish or display any content that breaches any law, statute or regulation. In particular the Customer agrees not to:
18.4.1 Use the Services or the website in any way to send unsolicited commercial email or "spam", or any similar abuse of the Services;
18.4.2 Send email or any type of electronic message with the intention or result of affecting the performance of any computer facilities;
18.4.3 Publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful material or information, or any material or information that infringes any intellectual property rights via the Services or on the Website;
18.4.4 Threaten, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;
18.4.5 Engage in illegal or unlawful activities through the Services or via the Website;
18.4.6 Make available or upload files to the website or to the Services that the Customer knows to contain a virus, worm, trojan or corrupt data; or
18.4.7 Obtain or attempt to obtain access, through whatever means, to areas of the Business network or the Services which are identified as restricted or confidential.
18.4.8 Operate or attempt to operate IRC bots or other permanent server processes.
18.4.9 The Customer has full responsibility for the content of the Website. For the avoidance of doubt, the Business is not obliged to monitor, and will have no liability for, the content of any communications transmitted by virtue of the Services.
18.4.10 The business is not responsible for customer programming issues other than ensuring that programming languages such as Perl, PHP and ASP are installed and functioning on the web hosting system (other than what is agreed within the scope quote document)
18.4.11 If the Customer fails to comply with the Acceptable Use Policy outlined in Clause 17.4 the Business shall be entitled to withdraw the hosting services and terminate the Customer's account without notice.
The Business may assign or otherwise transfer this Agreement at any time. The Customer may not assign or otherwise transfer this Agreement or any part of it without the Business’s prior written consent.