Kokoe Web Design
Terms & Conditions
'Buyer' : (hereinafter referred to as “You” or “Your” “Credit Card Holder” or “Client/s”).
'Company' : Kokoe Web and assigns including Quaternion House Limited (hereinafter referred to as “Our”, “Us” or “We”).
'Work/s' : All website contents or part contents in any form including text and graphics, pictures, photography and charts.
'Standard Rate of Charge or Standard Hourly Rate or Standard Charge/s' : This charge is based on our standard rate of £60 per hour (as of 2017 Price Rates) and based on a daily, 8 hours per working day rotation for 5 working days per week. 'Additional Works' moving into any time period of between 1800 hours and 2300 hours shall be subject to x2 the hourly rate. 'Additional Works' made during any weekend shall be subject to x2 the hourly rate and x4 times the rate if the work must be completed between 1800 hours and 2300 hours to meet a Client's publishing schedule.
'Future Services' : Our three or five year service contracts that encompass design, supply and servicing of websites that clients require for their use on an ongoing basis during the term of such contracts and under such terms applied.
'Additional Works' : This applies to any work or works made during or after sign off/publishing and applies to work that was not part of the original brief, work that exceeds the amount of content agreed (i.e.: number of parts or pictures or other graphic media) and also applies to the number of pages or the scope and size of the project. 'Additional Works' added to the website after it has been published shall be charged at the Standard Rate.
'Population' : shall mean the phase of website content development, creation of product/s, organisation, time and the preparing and loading of a Client's products into the part of the website called the STORE or the SHOP to be sold by the Client or, where a Site Management Package is agreed to manage the site, the adding of products to a Client's site on behalf of the Client.
'Temporary Site' : A site that is designed and is signed off and published by the Client and for the Client's use as a temporary site while the work on the intended site is being finalised for publishing to replace the Temporary Site.
'Site Management Package' : A package designed to manage a client's site on a monthly, rotating basis.
'Site' : Shall mean both Website and theSite or parts thereof of the site hereto mentioned.
'Fine Tuning' : Shall mean a process that is used to make minor changes to the site after Sign off/Publishing.
Note: These terms are subject to and constitute the same terms as all Design Services provided by Kokoe and vice versa, and that with regards work's for design or brand work/s during the provision of such Services the term 'Web Design' shall be substituted for Design or other design term/s that has/have the same meaning and that the same terms and conditions shall apply regarding all Work/s for Design or Web Design.
In lieu of this digital/electronic “Terms & Conditions” you have a right to request a paper copy or download a PDF version of these “Terms & Conditions” before signing up or instructing us. If you need a PDF copy or a paper copy, please talk to one of our sales representative or call us using the number on our website www.kokoe.co.uk and we will send you a PDF copy via email or mail for you to print to make a paper copy. Unless agreed otherwise, these Terms and Conditions are deemed to have been fully agreed and accepted by you upon instruction to us to commence any work. These Terms and Conditions represent the full agreement between you and us and any parties that you may instruct at any time and this includes you yourself and all your assigns, agents or employees as if instructed by you as well as those paying your bill/s.
1) STANDARD TERMS AND CONDITIONS
These are the standard terms and conditions for all Website Design and Development and apply to all contracts and all work undertaken by Kokoe Web and its Assigns for its Clients.
2) OUR FEES AND DEPOSITS
A 50% deposit of the total fee payable under our proposal is due immediately upon you instructing us to proceed with the website design and development work.
i. We reserve the right not to commence any work until the deposit has been paid in full.
ii. All prices listed are in GB Pounds Sterling unless stated otherwise.
iii. The remaining 50% (of the 50% payment to commence the Work/s) shall become due when the work is completed and shall be subject to the terms of the “approval of work” clause below and the “rejected work” clauses below or 7 calendar days, whichever is the earlier.
iv. The 50% paid by you will cover the extensive preparation work, design sketches and planning, the roughs/visuals of your proposed website for you to see and approve, the printed pages and copy for us to work from (this printing does not cover books of the entire site or reference or guard books), research, downloading of files, illustrations of the page elements, retouching of some works (not over 1024 x 768 pixels and/or no more than 72 pixels) and if necessary, a catalogue of items and products in your repertoire or under your ownership for our own use to reference for the loading of elements. In the case of contracts with a Virtual Art Gallery attached, the first 40% covers the planing stages of that gallery.
v. The remaining 50% will be to cover the expediting and the finishing of the work AFTER the you/the Client has approved the design of the site and AFTER you/the Client has instructed us to proceed and to finish the site. Should we proceed with you/the Client's full knowledge of us proceeding, in any case, upon sign off/publishing (which hereto and herewith are the same) the remaining 50% of the full fee already paid and bound as per these terms and conditions will be due for payment.
vi. All and any 'Additional Work/s' made AFTER publishing the site that are not considered 'fine tuning' may at our discretion allow up to one day of work (8 hours) maximum. Fine tuning for weeks on end is not fine tuning.
vii. If however there are/is any further work/s or 'Additional Work/s' then these shall be charged at the Standard Hourly Rate hereinafter referred to as the standard hourly rate.
viii. Under no circumstances shall any 'change of mind' or 'change of brief' bear any relation to the agreed brief or an addition to the brief that constitutes the original contract. Any change of mind or change of brief made after the first phase must be made clear prior to the publishing of the website and will be paid for at the standard hourly rate under 'additional work' if we consider that work to be necessary. Any changes come under 'Additional Works' and are separately chargeable and shall be paid monthly.
ix. Fine Tuning is a process that is used to make minor changes to the site after Sign off/Publishing. Fine Tuning allows for one day (8 hours) of work. If the work is more extensive and requires new pages or added items such as copy or graphics or photographs or pictures in any way that it exceeds the 8 hours to produce the work, then this additional work will come under the terms applied under 'Additional Works'. Every Client is given ample opportunity to inspect their website and to approve it before publishing. If a Client approves their website and/or goes live (publishes) their website and realises afterwards that they had forgotten or not realised or seen any errors or omissions then this is the sole fault of the Client and the Company shall not be liable for such Additional Works to be produced. This is sadly, one area that often occurs too many times which is why we have to state it clearly here and we therefore advise every client to make sure their website is ready to go live and to check everything before they press the PUBLISH button.
x. We are here to help all our Clients so please ask for more time if you need it or make provisions for us to help you if you are tight on time and we can make a special agreement in writing for you to publish your website urgently and label it on the pages or sections pages 'UNDER CONSTRUCTION' while we attend to the minor corrections or additions. The maximum time for all additions made after the website has gone live will be for 7 working days work. After this period all work will be chargeable at the standard rate charge.
3) REFUND POLICY
Kokoe Web and its Assigns work sincerely & dedicatedly to achieve the full satisfaction of all its Clients.
If you as a Client or representing your client are still not pleased with our work or any aspects of it then please let us know within 48 hours or our refund policy shall apply as below.
100% deposit will only be refunded, if requested within 3 calendar days from the date of order and provided no major work has been started (i.e.: the front page and subsequent page or pages has been completed).
A Refund is not applicable on domain registration fees.
A Refund is not applicable for express service clients.
A Refund is not applicable for any delays out of our control.
A Refund is not applicable once the website is completed and / or published.
A Refund is not applicable on web hosting fees.
ii. If any Work/s has/have been completed then the Standard Rate Charge for such work shall be deducted from the refund mentioned above as well as any expenses incurred for such Work/s to commence.
4) SUPPLY OF MATERIALS
You must supply all materials and information required by us to complete the work in accordance with any and all agreed specifications. Such materials may include, but are not limited to, photographs in digital formats suitable for immediate use and subsequent publication without retouching. All and any retouching and any work including in the retouching process such as groping, warping, improving quality, correcting colour, grading. perspective, transforming or filling in missing parts is all chargeable under ‘Additional Work’. Retouching applied to written copy (re-writing or re-drafting), refining or improving logos and other printed or digital material including video or audio.
Clients supplying very poor or inadequate versions of any original or work expecting us to make new versions of same that require more than one days work on their supplied version will render themselves to a mandatory fee for producing that work which will be based on our standard hourly rate.
Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we reserve the sole right to extend any previously agreed deadlines by an amount which we deem to be reasonable.
Where you fail to supply materials and that such failure prevents the progress of the work then we reserve the right to stop all and any work and invoice you for any balance on the contract. This balance shall become immediately payable.
i. Any images or photographs that you supply shall be in digital format and no smaller than 1024 x 768 pixels and with a suitable resolution of 72 pixels or above that will allow them to be resized and used on screen. Traditional paper photographs requiring scanning are acceptable, however, additional costs incurred due to time spent scanning and retouching such images will be charged and paid at the Standard Rate of Charge. The charge shall depend entirely on the project and the number of images involved. In the case of images of large amounts (over 50 items) a packet rate of £10 per scan and £60 per hour for retouching and where a ceiling (maximum) of £720 per image shall be chargeable.
ii. Any images that the company are asked to obtain from third party photographers or stock photography will be charged as an additional cost.
iii. As a Client you guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Company for inclusion in any website or other design 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, indemnify and defend the Company and its subcontractors from any liability (including solicitors fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client without clearing or permission/s.
iv. Evidence of ownership or permissions may be requested by the Company if it considers the ownership claimed to be suspect and any and all liability shall fully be that of the Client.
v. It is a Client's responsibility to supply files with the file names referring to the content. Any cataloguing or listing or file naming carried out on behalf of a Client shall be done so at the Standard Rate Charge. Daily Rates shall apply at a rate of 8 hours per day for such work. Weekly Rates at a rate of 5 business days x Daily Rate.
vi. Any further writing, copy writing, tag lines, snag lines, logo lines, synopsis and all other examples of copy shall be chargeable at the standard hourly rate. By proving us with such copy and proceeding and upon loading to the website all such copy is immediately chargeable on submission and approval or publishing whichever comes first. After publishing, all changes shall be considered as additional; and come under 'additional works'.
4a) SHOP POPULATION
i) All Client's are responsible for the supply, writing of copy, product pictures, placement and all other aspects of work to be completed for populating their own store or shop should a shop be installed as part of the Client's web site. Kokoe or its agents or assigns are not liable for any aspects of this part whatsoever unless instructed in writing with clear terms of operation and payment per product loaded and that for such management such population shall come under and be subject to 'Additional Works' fees only provided the Company accepts such responsibility.
ii) A 'Shop' or Store' shall be accepted as that which form parts of a Client's site for the Client to be able to promote and sell as well as supply their own products or services. Unless agreed in writing with clear terms of operation the same shall come under and be subject to 'Additional Works' fees only provided the Company accepts such responsibility.
iii) The Company shall not be responsible for any aspect of shop 'population' that is a Client's to operate and maintain.
iv) 'Population' shall mean the phase of website content covering development, creation, revision requiring intense organisation time and focus in preparing and loading of a Client's products into the site for sale. A Client agrees that it may need to source a team of specialists to assist in this including all corporate marketing, messaging, exposure and performance-results aspects of the website including SEO.
v.) a Client hereby agrees that he/she/they are in charge and responsible for all and any aspects of this phase and shall remain fully liable and in charge of the shop/store/s costs and times involved in managing the same; including the writing of and preparing of images and works and the implementation of strategic plans to successfully manage this part of the website and its content population.
You have the opportunity to make revisions to the design:
i) However, we have the right to limit the number of design revisions/proposals to a reasonable amount (a reasonable amount is one we consider that does not take more than one standard working day of our time (8 hours) and we may charge for additional designs if you make a change to the original design specification or the entire design in whole or in part/s either once or on several occasions, no matter the reasons.
ii) Our website development phase is flexible and allows certain variations to the original specification but these must not extend into the second phase of any remaining 50% payable after the deposit has been paid and these variations or revisions to the design shall not exceed one working day in time (8 hours) and shall not be above the 72 pixel by 1024 x 768 restriction per illustration, picture or work or part work or artwork.
iii) Any variation from the specification or brief following phase one of the work that you pay the 50% for and that we consider to be a major variation will be charged at the rate of £60 per hour or for 25% of the gross design fee whichever is the greater, under our 'Additional Works' terms and should the work require more than one working day (8 hours) to complete then the Additional Works shall be charged at the Standard Rate per hour for hourly work and beyond one days work, on a daily basis based on the Standard Rate per hour per 8 hour day.
6) PROJECT DELAYS AND CLIENT LIABILITY
Any time frames or estimates that we give are contingent upon your full co-operation along with complete and final content for the work pages. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process. We will not be responsible if the web design project remains largely unfinished or is delayed, due to your own inaction, or by not approving design mockups / requesting web design changes on time. After 45 calendar days, if the project is still unfinished, then £60/hour would be billed for any further change/s as requested and shall be subject to immediate payment on submission of our invoice for same.
7) APPROVAL OF WORK
On completion of the work you will be notified and have the opportunity to review it. You must notify us IN WRITING by EMAIL OR LETTER of any unsatisfactory points within 7 days of such notification and list each point clearly and succinctly. A letter posted or any email sent is not proof of receipt. We must acknowledge receipt of such instructions in order to expedite them. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved / deemed approved and or published, work cannot subsequently be rejected and the contract and will be deemed to have been completed and the 50% balance of the project price will become immediately due.
8) REJECTED WORK
If you reject any of our work within any 7-day review period and do not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory and we consider that you have been unreasonable in any rejection of the work then we can elect to treat this contract as completed or any other agreements or briefs of Work/s as completed from the time the Work/s has/have been finished or published and we reserve the right to take measures to recover all and any payment for the contracted work/s along with any additional work/s fees, and legal costs for recovery and for which you shall become fully liable should we need to recover same.
Upon completion of the 7-day review period and before the launch (sign-off/publishing) of the website on your domain name, we will invoice you for the 50% balance of the project. We will never automatically charge your card without your approval. We reserve the right to remove any Web Design Project from viewing on the Internet until final payment is made or if you withhold payment for any reason. You unconditionally and personally guarantee all payment under these terms. If a case of collection proves necessary, you agree to pay all fees (including all attorney’s fees and court costs) incurred by that process and any further process to recover the debt. During which time all access and all rights in any works return to us until payment is made in full.
i The Company has the right to charge the client up to 85% of the total web development costs, should the client cancel the website agreement after the design concepts have been agreed but prior to the website going live. After the website has gone live (published) then 100% of the remaining fees and all additional fees charged for 'Additional works' shall become fully payable on demand.
ii The scale of the charge will be dependent on what stage the project is and when the cancellation takes place.
iii. Once the site goes live (is published) any withholding of payment or early cancellation of your standing order during the first 12 months will be deemed a break in contract. In this case you would be liable for the balance of the contract to be paid with immediate effect plus a £10 admin fee. The admin fee covers time taken to discover the cancellation, generating an invoice and posting) plus all additional costs connected to the contract. Additionally, as a result of you breaking your contract, any and all discounts and reductions of fees offered originally in any agreement made that required prompt payment as part of our agreement to offer them will become null and void and the project will revert to the Standard Rate charge and be recalculated at those rates and be fully payable with immediate effect.
iv. Alterations to standing order mandates to reflect new or changed contracts are the sole responsibility of the Client. Overpayments to the Company as a result of not updating a standing order will not be reimbursed to the Client. Underpayments or missed payments, however, shall be backdated to the point at which the underpayment or missed payment was discovered and the Client shall be responsible for bringing their account up to date within a
reasonable period of time.
v. Contract lengths are normally 12 months unless agreed beforehand between the Client and the Company. The Company requires a minimum 30 days notice to cancel a support or hosting contract.
vi. Any Client who instructs us to complete Work/s on any Temporary Site and the Client instructs the site to go live (whether or not the site is the site as originally briefed) and the client benefits or uses or refers to such Works on the content of that Temporary Site from the moment that the site is published/made live, then the Client shall pay for the construction of the Temporary Site in full as based on the charges and costs of such Work/s or, in the absence of the fee agreed or if payment is withheld, an amount as based on our standard rate of charges.
vii. Should the price for the Temporary Site encompass any amount of additional work that, based on our standard rate of charge/s, amounts to more than the briefed version of the site we are working on then the full fee of that Temporary Site shall become payable PRIOR to commencing with the final site and the publishing of that site.
9A) PAYMENT / GENERAL
i. A website will not launch or be signed off or be released to go 'live' (publish) until after a standing order or BACS payment has been paid unless a 'special written agreement' has been reached in advance regarding same. A 'special written agreement' shall mean either a BACS payment transfer made live within the hour prior to publishing or as part of a monthly payment agreement for hosting for Clients requiring a 'Future Services' three (3) year or five (5) year contract.
ii. Additional costs for extra features and/or additional design costs not covered by our standard package or standard charge/s will be agreed and invoiced before the website goes live / publishes. If the amount for any 'additional works' or costs are not agreed or have not been agreed at any point then the full price based on our standard rate of charge shall become due.
iii. If the Client does not respond to the Company’s request to discuss or choose ongoing support options, the client will automatically be placed on what the company feels is the most appropriate support package and rate and this charge shall be paid monthly, in advance of each month and on the first of each calendar month.
iv. An admin fee of the cost that will be the same hourly rate as the standard charge's per hour is payable for switching the client to another hosting provider - payment is to made immediately and prior to any work or material transferred to the new provider. An invoice shall be raised and the amount paid by BACS or, if paying by cheque or cash, then the amount will not be paid until the amount has cleared our bank account/s.
v. 'Hosting Only' clients, will be charged at our normal hourly rate for any further changes or updates to their website unless new fee is agreed but in the case of a new fee not agreed in 48 hours the normal hourly rate of £60
shall be charged.
vi. There will be an additional fee or fees for any design changes requested after the initial agreed design has been signed off.
vii. The Company is not responsible for writing or inputting any text copy unless this has been specified by the client and, where copy writing of any more than a page in length, standard double line spacing in 12 pt type, copy
shall be charged at £80 per page or £60 per hour to write, whichever is the greater.
viii. If you are hosting the website elsewhere then the Company cannot guarantee that the website is fully compatible with all hosting provider’s server operating systems, especially contact forms, Content Management Systems,
database driven websites, SEO, etc. Any additional work to do in order to make the site compatible shall be paid by the client before commencement of any additional Work/s.
ix. If the website is to be instructed to be hosted elsewhere whether before the site goes live or after the site goes live then the Client will still pay the same monthly fee as agreed and if not agreed the standard hosting rate per month which is £80 plus VAT if applicable but if the site is to be signed over or given over to any other party then any assistance to move the site over including the moving or giving of Work/s but not templates owns by Wix or any other party will be charged at the hourly rate of £60 and you agree to pay for all assistance in moving the site to the new host but you also agree that this excludes and forbids the moving of the Virtual Art Gallery™. The Virtual Art Gallery™ shall remain on our contracted party's server at all times and shall be maintained and managed only by the Company in order to protect its copyright and its IP and brand. To expedite this, a name for the server for the direction of your website to connect to shall be assigned and given to your contracted host server provider. i.e.: wwww.virtualworld.com/xxx_yoursitename.
Any additional work that you require us to do on the Virtual At Gallery™ such as adding pictures or floors or making changes to the way the site is accessed shall be quoted in advance and paid for in full prior to commencement of the Work/s and as per the amount quoted that, if not quoted shall be based on our standard rate of charge per hour.
x. The company do not offer any technical support for any other web site hosting company that you may choose if you elect not to host the website with us but all charges shall be payable on submission of our invoice for such.
xi. The company cannot guarantee that the functions contained within any web page or part of your website design will always be error free, and therefore the company will not be liable in any way whatsoever to you for any third party damages, including lost profits, lost savings, or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if you have advised us of the possibilities of such damages.
xii. If any provision of this agreement shall be unlawful, void, or for any reason; legally unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. As with a fine, you cannot transfer this contract to anyone else without our consent or permission.
xiii. Any contract remains in force along with its terms and conditions and need not be renewed to be valid.
xiv. Although the company have tried to keep this contract language simple, the intentions are serious and all contracts are considered by you and us to be valid and legal and under the exclusive jurisdiction of English Law and the Courts.
xv. Any agreement for settlement of amounts exceeding £30,000 (GBP Sterling) may be able to be settled with a discount applied for prompt payment following site completion but following any subsequent part payments reducing the amount to an amount under £20,000 all discounts shall be no longer applicable and the full amount (gross) shall fall due.
xvi. For Clients who have a monthly management agreement for CMS or site overseeing or site adjustments, we may take the above clause regarding outstanding fees into consideration for monthly payment/s to clear contract work/s but only on a case-by-case basis and if agreed, any monthly standing order made for any such payment must be made consistently and responsibly and be reflective of no less than 5% of the original balance outstanding.
xvii. All cases made on a case-by-case basis for Client expenditures exceeding £30,000 per annum to be settled in this way require agreement from us in writing and must be evident of at least 6 months of consistent work with a Client before consideration.
10) COPYRIGHTS & TRADEMARKS
i You are responsible and liable for obtaining all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trade marks, or any other material that you supply to us to include in your website or web applications. You agree irrevocably to indemnify us and hold us harmless from all and any claims or legal actions or costs related to the content of your website or any actions thereof related to or not.
ii All copyright and other intellectual property rights of whatever nature in or attaching to the product, including all documents, reports, written advice or other materials provided by Company to the Client shall belong to and remain with the Company. The Authorised Person and the Client have the right and licence to use the Company’s copyright work for the particular Project or Product and the particular purpose for which it has been prepared. If the Authorised Person or the Client wishes to use copies of the work or product for purpose/s other than those for which it has been prepared then this will require the express written permission of the Company. The moral rights of the Company in respect of the work or the product's are asserted at all times and no sign off or publication is deemed to be an assignment of any rights. Please see our notice on Copyright and the way it affects your website.
10a) CLIENT COPYRIGHT
i. After the initial 12 month period, copyright is considered as follows:
ii. The Client will have express permission to use the text files, images, graphics and any visual elements, video or sound bytes sent to us to use in connection with the project.
iii. The company will maintain copies of all the files used in connection with the project and if you require a disc copy of all the files used in connection with your project, then the company will supply this to you for the fee of preparing such a file and in the case of files contained on it that have been extensively retouched, the full fees for such retouching such work prior to supplying the disc to you. Copies of the website files are maintained by the Company for a reasonable time (usually at least the first three months or greater) and if you are hosting with us then all files are maintained both locally and on external servers and a monthly hosting fee will be charged if the sum of the work does not exceed £5000.
To maintain the website, a Management Fee will be charged at a rate of £500 a month or of a fee agreed for managing the site either monthly or on a quarterly basis. All work is subject to a maximum number of hours of 8 per month and a maximum charge of £,1000 whichever is the greater.
iv. All copyright to the markup, CSS files, other code that may have been utilised by the Company for you, or certain images that the company may have supplied to or for you are licensed to you in connection with the web design project will be licensed solely to the domain name on which the website files reside. If you own the domain name, then you own the copyright excluding the Virtual Art Gallery and all associated elements of work. No work is assigned.
v. At the bottom of the website page(s) after payment has been completed, the site may say ‘Design Copyright Kokoe Web ©’ with the year it was published and the name of our business or company along with any © restrictions you have a right to apply including your registered trade marks. The company do reserve the right as the Company responsible for the design and/or development to place a small and unobtrusive line at the bottom of your website with a link to its website for support and for contact not hindering or distracting from your own website design in a way we see fit.
vi. As the design company the company we reserve the right to display the link to your completed project as part of its portfolio and to write about the project on other web sites, in magazine or ‘ezine’ articles, books, written or digital publications of any design and source. Please inform us in advance of the website going live if you DO NOT want us to add your site to our portfolio of work or we will consider permission to have been given.
Once you have paid us in full for our work, we grant to you a license to use our copyright works and the website and contents for the agreed period of the website on your contract or for the specified time it is online and/or under our management whether used by you or not and under these terms and conditions with regards the use of our copyright material and our ownership of it.
12) SEARCH ENGINES
All website designed by us are 'search engine' friendly on Google platforms, specifically. However we do not guarantee any specific position in search engine results or SEO (search engine optimisation) for your website and since most search engines can take up to six months to find any new or unlisted data or names the time period it may take to find a site shall be taken by you into consideration. When instructed and at the rates agreed by you, we perform search engine optimisation according to current best practice and for an additional cost but we leave SEO (search engine optimisation) to you the Client to use your own SEO Service/s unless contracted otherwise. If you employ us to manage any contracting for SEO then this shall be under the terms of the party we use and you agree to be bound by them and by these terms and conditions if we should employ them and where relevant.
i. All packages with the exception of our basic package (Start Up) will be developed using a Content Management System (CMS).
ii. In order to maintain compatibility between clients the company now use the Wix Platform exclusively as our CMS of choice. For ECommerce stores we may use different management systems depending on the scale and complexity of the Project.
iii. In some instances, the Company may build a bespoke solution, depending on the exact requirements of the Project. The final decision on the use of the CMS shall be the decision of the Company and this decision shall be accepted.
iv. Any associated or additional fees, such as installation, setup, testing and introductory training pertaining to Content Management Systems or ECommerce Management Systems are covered within your chosen package.
v. Site Management Package. If for any reason a Client requires us to manage their shop or the loading of products to the shop or make continued adjustments or add content or adjust content as a Client requires and within a reasonable time frame then a monthly Site Management Package shall be agreed and shall be paid in advance of all and any work and shall be paid on the first calendar date of each month. Any failure to pay shall give us the right to stop all work and any failure to pay beyond a 7 day period shall be considered a breach of contract.
13) CONSEQUENTIAL LOSS
We shall not be liable for any loss or damage which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however the delay might arise.
i. The company will not be held liable for any missed launch date or deadline, if the Client has been late in supplying information or materials or the design of the website has been altered so as to delay the launch or that the changes made have extended the work or contracted period to make the launch date much later in any way. The Company shall not be liable for any knock-on effects of late launches or anything it considers to be a knock-on effect in part or in full.
Notwithstanding anything to the contrary contained in this contract, neither Kokoe Web and its Assigns nor any of its employees or agents, warrant that the functions contained in the web design project will be uninterrupted or error-free. In no event will Kokoe Web and its Assigns or its owners or employees will be liable to you or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the hosting service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate the website, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or your site visitor’s computer or Internet software, even if Kokoe Web and its Assigns has been advised of the possibility of such damages.
15) ASSIGNMENT / SUB CONTRACT OF SERVICES
We reserve the right to subcontract any services that we have agreed to perform for you as we see fit and/or as instructed by you or not.
16) SIGN OFF / PUBLISHING
i Sign off and approval (publishing) of your website with regards all and any page elements shall be made according to these conditions. All copyright in works owned by the Client prior to a sign off / publishing shall remain the property of the Client.
ii All Kokoe Virtual Art Gallery™ IP and attached web content and its copyright in the Kokoe Virtual Art Gallery™ shall remain the property of Kokoe Web and the sign off / publishing or any other agreement shall exclude any right/s to all image backgrounds, all plans and all code and IP of the Kokoe Virtual Art Gallery™ concept or any other works not the property of the Client. A non-exclusive license however, is hereby given to a contracted Client for the use of the Kokoe Virtual Art Gallery™ to display and to sell works following sign off/publishing of the site and provided full payment for the work on the website has been met by the Client and provided no part or parts of these terms and conditions has been breached.
iii Upon sign off/publishing of the website all content on the website will be deemed to have been approved by the client and in relevant circumstances (where a site requires further development or a Client's shop requires Population by a Client then it shall be in what is known as a Foundation State or Finished Design suitable for publishing. The Foundation State is a state that the client is satisfied with and deems approved to be published for general viewing on the internet.
Since the stage at which a site publishes is called the 'SIGN OFF' it constitutes your full agreement to publish without modification of any part of this agreement and doing so shall invoke the second part of the phase that requires the final payment of 50% - the first one being the former deposit and the other being the remainder of the total payment immediately due at the publishing stage. Where, in any case/s an internal portal or page or site limited to use by only those signing in or being given access including a site or part site that has limited access then the same above line applies.
iv The signing off / publishing of a website that has further work to do at a later stage does not mean that the Company is responsible or liable for any further updates, new pages, new copy or new works. All further and additional work must be paid for at an agreed price on a fee basis or if the site is to be managed by the Company then by the standard hourly rate of the Company and as per these Company Terms and Conditions under ‘Additional Works’.
v All additional work/s contracted shall come under ‘Additional Works’ and be subjected to the standard hourly rate.
vi Prior to any sign off / publishing of the site the period of time known as any review to a maximum of 7 consecutive days prior to publishing shall entitle the client to one round of corrections for one day's work. In other words, one email, one letter and one list. The list is limited to basic corrections that were as briefed at the time but not carried out or as according to instruction. A brief number of reasonable and acceptable corrections however will be made provided they do not number more than one, 8 hour working day and provided they are not major corrections requiring new pages or major change of all elements on any page.
vii Following sign off / publishing client shall have access to all back office, events management, pop ups, light boxes, gallery features, members areas and a fully-functioning shop for the Client to populate using the Client's own resources. If access to the master back office and website password is changed in any way that blocks the Company from access in order to help manage the same at the standard hourly rate following publishing then all and any work for a Client shall cease and any fees or payments shall become immediately due without negotiation.
viii) Any breach or breaches of these terms by the Client is considered to be a breach of promise and as such a breach of trust between the Client and the Company. If such a breach is made then Client has a right to remedy their breach or vice versa and can meet with the Company to repair such a breach or breaches but must do so within a 7 working day time period. If no remedy is sought then after the 7 day period the site may be restricted or removed* and all access to all work and/or systems shall be restricted or removed until the breach/breaches are remedied. Remedies shall be set out in writing and agreed between both parties.
16) NON-DISCLOSURE / CONFIDENTIALITY
We (and any subcontractors we engage) agree that we will not at any time disclose any of your confidential information to any third party.
i. The Company adheres to all national and EU data protection, data transfer, data retention, and confidentiality regulations and always stores data sent to us in a secure manner within our security policy and terms and conditions.
17) ADDITIONAL EXPENSES
You agree to reimburse us for any requested expenses which do not form part of our contracted proposal including but not limited to additional pages, purchase of third party software, stock photographs, fonts, domain name registration, printed books or works to reference the site, web hosting, SEO or advertising services or any other comparable or out of pocket expenses such as petrol, travel, and materials These extra add-ons have to be paid immediately upon request.
You are responsible for maintaining your own backups with respect to your website and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us and this includes any reason/s of non/payment.
19) OWNERSHIP OF DOMAIN NAMES AND WEB HOSTING
We will supply to you account credentials for domain name registration and/or web hosting that we purchased on your behalf when you reimburse us for any expenses that we have incurred.
20) RIGHT OF REFUSAL
Kokoe Web and its Assigns reserves the right to refuse or terminate service to anyone for any reason. Also we have the right to be free from acts or threats of disruptive behaviour including abusive and/or offensive language, including intimidation, harassment and/or coercion, which involves or affects our operation either physically or mentally. Abusive communications in any form (email, phone, in person, etc.) or acts of coercion are strictly not tolerated. No refund would be provided in case of abusive communications or such acts and any acts shall be treated as serious and the necessary action shall be taken including termination of all services with immediate payment becoming due on all contracts outstanding.
Except where expressly stated nothing done or not done by the Company or the Authorised Person constitutes a waiver of that party’s rights under the Agreement.
22.1 If any provision of these Conditions is found by a competent court or administrative body of competent jurisdiction to be invalid or unenforceable for any reason, such invalidity or un-enforceability shall not affect the other provisions of these
Conditions which will remain in full force and effect.
22.2 If any provision of these Conditions is found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with such deletions as may be necessary to make
t valid and enforceable.
16) EXCLUSION OF RIGHTS OF THIRD PARTIES
16.1 This Agreement governs the rights and obligations of the Company and the Authorised Person towards each other and confers no benefit upon any third party (including the Client).
The ability of third parties to enforce any rights under the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.
17) ENTIRE AGREEMENT
17.1 Subject to clauses 2.2 and 11.1 the Agreement incorporating these Conditions comprises the entire agreement between the parties to the exclusion of all other terms and conditions and prior or collateral agreements, negotiations, notices of intention and representations and the parties agree that they have not been induced to enter into the Agreement on the basis of any representation.
18. NOTICES AND DELIVERY
18.1 Any notice or other written communication to be given or delivered under this Agreement may be despatched in hard copy or in electronic form (including fax and email) and shall in the case of a notice to be given to the Company be given to him at his last known Chambers’ address, fax number or email address and shall in the case of a notice to be given to the Authorised Person be given to him at his last known place of business, number or email address.
18.2 Notices and other written communications under this Agreement shall be deemed to have been received:-
18.2.1 In the case of hard copy documents despatched by first class post, on the second working day next following the day of posting;
18.2.2 In the case of documents despatched by second class post, on the fourth working day next following the day of posting;
18.2.3 In the case of documents in electronic form, on the working day next following the date of despatch.
19. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
19.1 The Agreement and these Conditions shall be governed by and construed in accordance with the Law of England and Wales.
19.2 Unless any alternative dispute resolution procedure is agreed between the parties, the parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any dispute which arises out of or under this Agreement.
19.3 Without prejudice to Clause 19.2, the parties may agree to alternative methods of dispute resolution, including submission of any dispute regarding fees to the Voluntary Joint Tribunal on Company’s' Fees where the Authorised Person is a solicitor.
21) GOVERNING LAW
Regardless of the place of signing of this agreement, you agree that for all purposes this agreement was entered into in under the ,lws. Any dispute will be litigated or arbitrated.
This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and be agreed by Kokoe Web and its Assigns including Quaternion House Limited Liability Company.
CHANGES TO THESE TERMS AND CONDITIONS
These Terms and Conditions will always be available to download or view and make a print of from our website. 'Permission' with regards any element does not include permission to use any other element on our web site without permission from the Company or its assign/s.
*Sites removed shall be stored in a safe place for up to 6 months but at the Client's expense. Restored sites shall be paid for in advance to the site being restored at any point in time.
These terms and this web site are © 2017 - Kokoe Web a licensed trading entity of Quaternion House Limited.