All services provided by Rare Form New Media (trading name of Software That Works Ltd – for the purposes of this document, Software that Works Limited will be referred to as its trading name of Rare Form New Media or Rare Form) to the Client are subject to the following terms and conditions.
1. Acceptance. A copy of these terms and conditions must be signed by all new Clients at the time of submission of work to Rare Form New Media, indicating agreement to and acceptance of these Terms and Conditions. Alternatively, payment of an advance fee (deposit) or payment online is an acceptance of our terms and conditions for any projects undertaken by Rare Form at the request of the Client. A copy of these terms and conditions is available on our website.
2. Charges. Charges for services to be provided by Rare Form New Media are defined in the quote (RFQ / Request for Quote) that the Client receives via e-mail. Quotations are valid for a period of two weeks. Rare Form New Media reserves the right to alter or decline to provide a quotation after expiry of the 30 days. Ongoing work will be billed at an hourly rate of £85/hr or at an agreed upon rate between Rare Form and the Client.
Unless agreed otherwise with the Client, all website design services require an advance payment (deposit) of twenty-five (25) percent of the project quotation total before work can begin. The rest of the payment is broken down into milestones. The next 25% is due upon completion of the designs. The next 25% is due upon completion of the coding/development. The final 25% is due upon launch of the website. Charges for web design work does not cover the release of source files (png, psd, etc); if the Client requires these files, they will be subject to a separate quotation.
Payment for services is due by cheque or bank transfer. Cheques should be made payable to Rare Form New Media, and sent to 9 St. Michaels Street, Oxford, Oxfordshire OX1 2RR. Bank details are made available on invoices.
3. Client Review. Rare Form New Media will provide the Client with an opportunity to review the appearance of the website during the design phase. We will make changes during the design phase at no additional charge (unless otherwise specified in the quote). Once the design has been approved by the Client, any changes to the design will be subject to standard billable hourly rate 85/hour or an agreed to fee.
4 Client Obligations. To enable Rare Form to perform its obligations under this Agreement the Client shall:
4.1.a co-operate with Rare Form;
4.1.b provide Rare Form with any information reasonably required by Rare Form;
4.1.c obtain all necessary permissions and consents which may be required before the commencement of the services; and
4.1.d comply with such other requirements as may be set out in the Quote or otherwise agreed between the parties.
4.1.e deal with Rare Form staff in reasonable, professional and non-abusive manner.
4.2 The Client shall be liable to compensate Rare Form for any expenses incurred by Rare Form as a result of the s failure to comply with Clause 4.1.
4.3 Without prejudice to any other rights to which Rare Form may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed to in the Quote, the Client shall be required to pay to Rare Form as agreed damages, not as a penalty, the full amount of any third party costs to which Rare Form has committed; the full amount of the services contracted for as set out in the Quote, or additional project agreement, and the Client agrees this is a genuine pre-estimate of the Rare s losses in such a case. For the avoidance of doubt, the s failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
4.4 In the event that the Client or any third party, not being a sub-contractor of Rare Form, shall omit or commit anything which prevents or delays Rare Form from undertaking or complying with any of its obligations under this Agreement, then the Rare Form shall notify the Client as soon as possible and:
4.4.a Rare Form shall have no liability in respect of any delay to the completion of any project;
4.4.b if applicable, the timetable for the project will be modified accordingly;
4.4.c Rare Form shall notify the Client at the same time if it intends to make any claim for additional costs.
5. Content Control and Turnaround Time . Rare Form New Media will upload the files to our server and launch the website, or supply the s website by the date specified in the project proposal, (or at an amended date agreed to with the Client), upon Rare Form New Media receiving the Clients final payment.
The Client agrees to delegate a single individual (preferably a decision maker) as a primary contact to aid Rare Form New Media with progressing the commission in an efficient and timely manner.
During the project, Rare Form New Media will require the Client to provide website content; text, images, movies and sound files. Rare Form New Media requires the content to be delivered in a standard format (Rare Form New Media will supply a template to the Client) before any design work is undertaken. If content is not provided within 1 (one) week of an official request by email, Rare Form New Media reserves the right to amend the launch date as deemed appropriate to finish the project.
If content is not provided within eight weeks from the original email request then the Client is considered to be in default of the commission, the project will be terminated and the Client sent the final invoice for immediate payment. Rare Form New Media will agree, at its discretion, to recommence the commission after agreement is reached on a new quotation document and once the original fees have been paid.
If Rare Form New Media is creating the content and/or sourcing images, it will be sent to the Client for review at an agreed to date. For content, there will be afforded two rounds of revisions and tweaks. By default Rare Form New Media does not source images for a project. If this is required, then the Client will agree to a fee before sourcing is begun or our standard billable hourly rate 85/hour. The Client then agrees to pay for the images purchased by Rare Form New Media on their final invoice.
6. Registration of a Domain Name.
6.1 The client agrees that all domain names carry a minimum of twenty-four months contractual bond on payment of fees, agreed by both parties.
6.2 The client agrees that all domain names are registered under the property of Rare Form until all contractual fees have been paid in full. On full payment the ownership of the domains will become the property of the client.
6.3 The client acknowledges that the registration of the domain name will be dependent on the terms and conditions of various naming authorities/registration agents
6.4 The client agrees that Rare Form are not held accountable for errors made on the part of the naming authorities/registration agents.
6.5 Rare Form guarantee that should the naming authorities/registration agents alter, the clients will be notified immediately via Rare s website.
6.6 The client acknowledges that they cannot cancel any domain names once registered. On completion of payment, ownership of the domain names will be granted to the client.
6.7 The client understands that on completion of the contract, there is a hosting fee paid annually. If this fee, or any other fees are not received by Rare Form, the client understands that they may have their service suspended until payment has been made in full; and 50 reinstatement fee will be applied.
6.8 In the event of the domain name becoming unavailable during the registration and authorisation period, Rare Form will propose a new domain name for registration. The new domain name will not affect the present contractual agreements made and the client agrees that they are still subject to the same fees and charges.
7. Renewal of Domain Registration.
7.1 Rare Form assures the client that the best endeavours will be made to renew all domain names automatically after the twenty-four month registration period; however the client acknowledges that Rare Form will not be held accountable for the failure to do so.
7.2 The client agrees that prior to the renewal of any domain names, the annual renewal fee will be made payable to Rare Form.
7.3a The client understands that they will be informed about the renewal date upon registration of the domain (as the date of registration will be one or two years from that date depending on the extension). It is the clients responsibility to make note of this date.
7.3b The E-Commerce and Website / CMS s will renew domain names automatically unless requested not to by the client no later than 90 days before the renewal date.
7.4 The client agrees that neglect to pay any annual or outstanding fees will defer the registration / renewal of any domain names. This action will not yield any refunds.
7.5 The client agrees that they are to provide 60 days notice before the cancellation of any domain names. Neglect to provide this notice will result in the continuous process of the domain re-registration and consequent payment to take place.
7.6 The client understands that Rare Form are not responsible for any materials lost due to clients neglect to pay renewal domain registration.
7.7 As stated in clause 6.8, should the domain become ineffective, Rare Form shall provide and register a new domain name, with no refunds given.
7.8 Clients may transfer any domain names to a different Internet Service Provider (ISP) if they have provided at least 60 days notice before the next renewal payment and if their account has been settled. The client agrees that neglect to provide this notice will result in the payment of the renewal fee and a release fee.
8 Transfer of a Domain Name.
8.1 The client acknowledges that should they request Rare Form to host an existing domain name, they are fully responsible for the transfer to the server on the day or after the start of any agreements made are responsible for any fees paid to other parties involved in connection to the transfer. In order to affect the transfer the client shall request his/her existing ISP or any other relevant third party:-
8.1a in the case of UK Top Level Domains (s) to modify the Internet Protocol Server (IPS) Tag as required by Rare Form
8.1b in the case of international s to replace the name servers, admin, technical and billing contact with the relevant details received from Rare Form.
8.2 Once the agreement has been canceled or terminated, the client has the right to transfer any domain names to a third party server. The transfer is dependent on a transfer form being completed and all fees being paid in full in accordance to the Price List. All domain names cannot be permitted transfer if requested within 60 days of the renewal date.
8.3 The client acknowledges that Rare Form will not be held accountable for any obstructions in the transfer of the domain name by any third parties and that all fees should be paid according to the agreement signed.
8.4 The client acknowledges that Rare Form has the capability to hinder the release of any domain names, should the client be in breach of any agreements or payments, or if the contractual period has not yet expired.
8.5 The client agrees that they are fully responsible for the transfer of the website. Rare Form will not be held accountable for the transfer of any existing sites hosted within the appropriate domain names.
8.6 The client acknowledges that there may be a release fee or full payment of contract when submitting transfer request form. This is sometimes demanded by an ISP and is not the responsibility of Rare Form.
8.7 The client agrees that should an ISP deny the release of a domain name, Rare Form are not held accountable and are not permitted to interfere with the ordeal. Should Rare Form choose to intervene, the client understands that there will be a domain name handling fee. This fee is not refundable should the transfer still be unsuccessful.
8.8 The client agrees that services affected by the unsuccessful transfer will not be refunded. Should this occur, Rare Form will offer a .co.uk domain name to replace the unsuccessful transfer of the previous domain name.
8.9 Domain name transfers, occurring within 2 months of the renewal date, will take longer than initial transfer requests.
8.10 All transferred domain names will be registered to Rare Form until all agreed fees have been paid in full. The domain name may be transferred to the client, upon request, once all contractual fees and duties have been completed.
9. Payment. Invoices will be provided by Rare Form New Media upon completion of milestone stages (initial deposit, design, development and finally launch) of the work for Web Design and any associated services. Invoices are sent via email. Invoices are due upon receipt. Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a service charge of £25 per month. In addition, Rare Form shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England. If the client terminates the contract for any reason, they are in breach of contract and are responsible to pay the full amount of the contract. The amount will be due immediately upon receipt of invoice.
10. Default. Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Rare Form New s Web space, Rare Form New Media will, at its discretion, remove all such material from its web space. Rare Form New Media is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Clients account. Cheques returned for insufficient funds will be assessed a return charge of £25 and the Clients account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Rare Form New Media reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Rare Form New Media in enforcing these Terms and Conditions.
11. 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 design and development work completed to the date of first notice of cancellation for payment in full within thirty (30) days.
12. Copyright.The Client retains the copyright to data, files and graphic logos provided by the Client, and grants Rare Form New Media the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Rare Form New Media permission and rights for use of the same and agrees to indemnify and hold harmless Rare Form New Media from any and all claims
resulting from the s negligence or inability to obtain proper copyright permissions.
The Client own the graphics and other visual elements that we create for you for this project. We will give you a copy of all files and you should store them safely as we are not required to keep them or provide any native source files that we used in making them. You cannot sell or use the design on other websites, printed material or in any other form, unless Rare Form New Media is in agreement. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Rare Form New Media that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
13. Standard Media Delivery. Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (as stated, in a provided template) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by Rare Form New Media to return to the Client any images or printed material provided for use in creation of the s website, such return cannot be guaranteed.
14. Design Credit. A link to Rare Form New Media will appear in either small type at the bottom of the s website. If a client requests that the design credit be removed, a nominal fee of 10% of the total development charges will be applied. When total development charges are less 5000, a fixed fee 500 will be applied.
15. Access Requirements. If the s website is to be installed on a third-party server, Rare Form New Media must be granted temporary read/write access to the s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
13. Post-Launch Alterations. Rare Form New Media cannot accept responsibility for any alterations caused by a third party occurring to the s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.
14. Domain Names. Rare Form New Media may purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Rare Form New Media . The Client should keep a record of the due dates for payment to ensure that payment is received in good time. If you are on Rare Form New Media’s servers and we have registered the domain for you, we will by default renew your domain automatically. You will be billed yearly for hosting and domain registration. If payment is not received your account will be in default and your website will be taken down. If this happens, you will be subject to £50 reinstatement fee.
15. General. These Terms and Conditions supersede all previous representations, understandings or agreements. The s signature below or payment of an advance fee / deposit constitutes agreement to and acceptance of these Terms and Conditions. Payment online, BACS transfer, PayPal, etc, is an acceptance of our terms and conditions.
16. Warranty. Rare Form warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
16. Governing Law. This Agreement shall be governed by English Law; Oxford, England, UK.
17. Liability. Rare Form New Media hereby excludes itself, its Employees and or Agents from all and any liability from:
– Loss or damage caused by any inaccuracy;
– Loss or damage caused by omission;
– Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site;
– Loss or damage to artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.
The entire liability of Rare Form New Media to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
18. Severability. In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.