Webgate’s Terms and Conditions of Business
Date Modified : 2 November 2014
“Webgate” means Webgate Ltd, Registered in England & Wales under Company number 7639402.
“Client” means any individual, company, partnership, organisation or body requesting the services of Webgate.
“Agreement” means the contract between Webgate and the client to which these conditions will apply.
“Order” means confirmation by the client of their acceptance of the quotation given by Webgate.
The terms and conditions herein represents a legal agreement between Webgate and the client for the purposes of social media and internet marketing services, website design, development or related services. These Terms and Conditions set forth the provisions under which the client may employ the services supplied.
2. Acceptance of Work
All written and verbal quotations are valid for seven days from their date of issue.
When the client places an order to purchase a website, template or website updates from Webgate, the order represents an offer to Webgate to purchase the website, template or website updates which is accepted by Webgate only when an invoice is sent to the client. No contract for the supply of services exists between the client and Webgate until Webgate sends an invoice to the client for payment. The invoice represents acceptance by Webgate (or third party supplier) of the client’s offer to purchase services from Webgate and this acceptance of work is a valid contract between the client and Webgate regardless of whether the client receives the invoice.
Any other services on the order which have not been included in the invoice do not form part of the contract. The client agrees to check that the details of the invoice are correct and should print and keep a copy for their records.
Webgate reserves the right to withdraw from contract at any time prior to acceptance.
3. Permission and Copyright
All pages, images, text and code on Webgate’s website at http://webgate.ltd.uk are copyrighted material.
The client and any visitors to Webgate’s website at http://webgate.ltd.uk may not copy any of the pages, images, text or code on the website for use on the client’s or visitor’s own website or to create a website or templates without prior written permission from Webgate.
Copyright of the completed web designs, images, pages, code and source files created by Webgate for the project shall be transferred to the client upon final payment only by prior written agreement. Without agreement, ownership of intellectual copyright, designs and all code remains with Webgate.
The client agrees that resale or distribution of the completed files in full or in part is forbidden unless prior written agreement is made between the client and Webgate.
The client hereby agrees that all media and content made available to Webgate for use in the project are either owned by the client or used with full permission of the original authors. The client agrees to hold harmless, protect and defend Webgate from any claim or suit that may arise as a result of using the supplied media and content.
The client agrees that Webgate may include development credits and links within any code Webgate designs, builds or amends.
Webgate reserves the right at its sole discretion to decline to sell designs or code to a client who has a site which it deems is, including but not limited to, unlawful or inappropriate, contains a virus or other hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other questionable media at Webgate’s own discretion. Webgate reserves the right to decline to sell designs or code to those thought to be or known to be competitors of Webgate. The client may not purchase designs or code for use in development of their own product to directly compete with Webgate’s designs or code. Webgate reserves the right to decline orders from suspect payment or address details or other reason at Webgate’s own discretion. Webgate reserves the right without notice to cancel or decline orders from a client without providing a reason for such rejection or refusal.
5. Domain Names and Hosting
The client agrees to take all legal responsibility for use of third party domain name, hosting and email services and hereby agrees to indemnify and hold harmless Webgate from any claim resulting from the client’s publication of material and use of the domain name, hosting and email services. Any support or payment due relating to the domain name, hosting and email services are to be made between the client and Webgate.
The client agrees to pass on File Transfer Protocol (FTP) details and any other access details relating to their domain name and hosting account which Webgate requires to upload files to the website if required as part of a project.
All alterations for website projects are to be requested in writing either by email or postal mail by the client. After the specified allowed hours of alterations have been completed, Webgate reserves the right to advise the client as such and send a separate quotation to the client and to request payment for any further alterations. Webgate reserves the right to request that payment be received for such further alterations before continuing work.
Upon completion of an agreed design the client is asked to confirm in writing by email or postal mail that the design is signed off as complete and agree that any further design alterations are chargeable.
The client agrees to provide any required information and content required by Webgate in good time to enable Webgate to complete a design or website work as part of an agreed project.
The client agrees that an HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by internet browser software. Webgate agrees to try and match the design as closely as is possible when building the website.
Webgate endeavours to create pages that are search engine friendly, however, Webgate gives no guarantee that the site will become listed with search engines or of certain search results. In no event shall Webgate be held liable for any changes in search engine rankings as a result of using Webgate’s code.
If an error or issue with the design or code arises during the project which prevents the design or code from matching the original specification, then the client agrees that Webgate can apply an alternative solution.
After website completion, a client or a third party of their choosing may wish to edit their website code themselves to make updates. However, the client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If the client or a third party of their choosing edits the website code and this results in functionality errors or the page displaying incorrectly, then Webgate reserves the right to quote for work to repair the website.
Webgate reserves the right to assign subcontractors in whole or as part of a project if needed.
Webgate will assume the responsibility to take regular backups of the client’s website and software in case of a software or hardware failure and to restore this as required.
All communications between Webgate and the client shall be by telephone, email, Skype or postal mail, except where otherwise agreed at Webgate’s discretion.
7. Web Browsers
Webgate shall make every effort to ensure websites are designed to be compatible with the most popular web browsers Internet Explorer and Mozilla Firefox latest releases. The client agrees that Webgate cannot guarantee correct functionality with all browser software across different operating systems.
Clients agree that after handover of files any updated software versions of the main browsers Internet Explorer and Mozilla Firefox, domain name setup changes or hosting setup changes thereafter may affect the functionality and appearance of their website. As such, Webgate reserves the right to quote for any work involved in changing the website design or website code in order for it to work with updated browser software, domain name or hosting changes.
8. Payment Terms
All invoices must be paid in full within seven days of the invoice date and Webgate will carry out work only where an invoice has been paid by the client for the work, unless otherwise agreed at Webgate’s discretion.
Additional work requested by the client which is not specified in the agreed quotation is subject to a separate quotation and Webgate reserves the right whether to quote or accept additional work. If additional work is accepted by Webgate this may affect the timescale and overall delivery time of the project.
Once an invoice is sent to the client it must be paid either by bank transfer or paid online with a major credit card via PayPal secure online payment.
Webgate reserves the right to decline further work on a project if there are unpaid invoices outstanding with the client.
The client may request that Webgate cancel a project in writing by email or postal mail to Webgate and the project is cancelled only if Webgate confirms work has not been started on the project. If Webgate has begun or completed the work and the client no longer requires the files but have agreed to the work, they are still obliged to pay Webgate for the work that has been carried out.
All invoices are submitted by email except where required otherwise by regulations or agreed at Webgate’s discretion.
Webgate reserves the right to remove its work for the client from the Internet if payments are not received.
9. Liability and Warranty Disclaimer
Webgate provides their website and the contents thereof on an “as is” basis and makes no warranties with regard to the website and its contents, or fitness of services offered for a particular purpose. Webgate cannot guarantee the functionality or operation of its website or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.
The client agrees Webgate is not liable for any bugs, performance issues or failure of any third party products used in the provision of its website or other such deliverables. Any bugs, performance issues or failure with any such third party software will be directed to the relevant supplier.
Webgate will take reasonable efforts to provide a website within given delivery timescales to the best of its ability. However, the client agrees that Webgate is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.
The client agrees Webgate is not liable for absence of service as a result of illness or holiday.
The client agrees Webgate is not liable for any failure to carry out services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
Webgate is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.
On handover of files from Webgate to the client, the client shall assume entire responsibility in ensuring that all files are functioning correctly before use.
Whilst every effort is made to ensure files are free of errors, Webgate cannot guarantee that the display or functionality of the web design or the website will be uninterrupted or error free. If after handover of files errors are found in code Webgate has created and the main browsers Internet Explorer and Mozilla Firefox, domain name setup and hosting setup are the same as when work began, then Webgate can correct these errors for the client at its own discretion.
If after handover of files errors are found in code Webgate has created and the main browsers Internet Explorer and Mozilla Firefox have released an updated software version, or the domain name setup or hosting setup has been changed, Webgate can correct errors for the client free of charge and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name setup or hosting setup.
Webgate shall have no liability to the client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or website, even if Webgate has been advised of the possibility of such damages.
There are sometimes laws and taxes which affect Internet ecommerce. The client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend Webgate and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of internet e-commerce.
Webgate may from time to time recommend to the client that updates are needed to their website to comply with, including but not limited to, new legislations, software releases and web standards. Webgate reserves the right to quote for any updates as separate work. The client agrees Webgate is not liable for any failure to inform or implement these updates to their site. The client agrees that it shall defend, indemnify, save and hold Webgate harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.
The client agrees to use all Webgate services and facilities at their own risk and agree to defend, indemnify, save and hold Webgate harmless from any and all demands, liabilities, costs, losses and claims including but not limited to legal fees against Webgate or its associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the client or its third parties. The client agrees this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name.
The client also agrees to defend, indemnify and hold harmless Webgate against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organisation.
Webgate and any third party associates agrees that, except if directed by the client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the client agrees that it will not convey any confidential information about Webgate to another party.
Webgate and any third party associates shall use information provided by the client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the following purposes: 1) to identify the client in communications with them 2) to contact the client from time to time to offer them services or products which may be of interest to or benefit the client.
Webgate reserves the right to terminate a project with a Client at any time without prior notification if it finds the client in breach of these terms and conditions. Webgate shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.
This agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.
Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.
Webgate reserves the right to alter these Terms and Conditions at any time without prior notice, the latest terms and conditions can be found at Webgate’s website at http://webgate.ltd.uk/our-terms-and-conditions-of-business/ with a date of last update.
By accepting a quotation or making a payment of invoice to use the services supplied, the client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.
Should Webgate waive any of these terms on an individual basis, this shall not affect the validity of remaining clauses or commit Webgate to waive the same clause on any other occasion.
By agreeing to these terms and conditions your statutory rights are not affected.
Webgate reserves the right to change or modify any of these terms or conditions at any time. Should clarification of any of the above be required please contact us.
This Agreement shall be governed by English Law.