web design terms and conditions

These WEB SITE DESIGN TERMS AND CONDITIONS (hereinafter, the “Terms and Conditions”) govern any and all relations between:

Discount Domains, is a brand operated by Astutium Ltd, Kemp House, 152-160 City Road, London, EC1V 2NX (hereinafter, “Discount Domains”)

any person or company (hereinafter, the “Client”) that may give Discount Domains an assignment to design one or more web sites and/or to employ any other ancillary services that Discount Domains provides as specified in these Terms and Conditions below and/or an agreement between Discount Domains and the Client (the “Assignment”).

(Discount Domains and the Client may sometimes be individually referred to as the 'Party' and collectively as the 'Parties.')

Web Site Design and Application development
1. Before Discount Domains starts working on the Assignment, the Client shall put forward before Discount Domains a written proposal specifying the concept, ideas, preliminary designs and other requirements that the Client has for the Assignment (the “Proposal”).
2. Based on the Proposal, Discount Domains will prepare and send to the Client a quote for its fees as well as an estimate for time for completion of the Assignment as well as any conditions and reservations that in view of Discount Domains may have an impact on its quoted fees and the time for the completion of the Assignment. Discount Domains reserves the right to modify its initially quoted fees by notifying the Client in writing.
3. The Parties will promptly execute a contract incorporating their understandings, arrangements and agreements, including but not limited to, with regards to the scope, time framework and fees for the Assignment, based on but not limited to these Terms and Conditions
4. Before any work is undertaken, the Client shall pay Discount Domains a non-refundable deposit in the amount of 50 per cent of the agreed fees (the “Deposit”) with the remainder of the fees to be paid in full as soon as the Assignment is fully completed. Or a discounted fee in full.
5. In the event that Discount Domains becomes aware that it is unable to complete the functionality of the application as initially agreed we will notify the client and fully refund the Deposit
6. As soon as the Deposit is properly paid, Discount Domains will prepare a test site within the specifications and the time framework agreed by the Parties in the Contract and provide for the Client's review and approval.
7. If for whatever reasons, the Client decides to cancel the Assignment and by the time the Client notifies Discount Domains about the cancellation of the Assignment, Discount Domains has completed 50 per cent of the Assignment or more, Discount Domains shall be entitled to keep the Deposit and to get compensation proportionate to any work done beyond 50 per cent of the Assignment.
8. If by the time the Client notifies Discount Domains about the cancellation of the Assignment, Discount Domains has completed less than 50 per cent of the Assignment, Discount Domains shall keep the Deposit, and, unless the Client instructs otherwise, proceed with completion of 50 per cent of the Assignment and deliver 50 per cent of the Assignment to the Client. Once the project reaches 90% completion no refund will be made.
9. The Client can make and Discount Domains will accept any modifications to the test site that the Client may propose only insofar as such modifications fall within the specifications agreed by the Parties in the Contract.
10. Discount Domains will charge an amount of £85 per hour of work for any modifications or additional work that do not fall within the specifications agreed by the Parties in the Contract.
11. Prior to proceeding with developing the actual web site, the Client and Discount Domains will confirm in writing any modifications following the review of the test site. The Client will also provide Discount Domains with all content, including text, images, patterns, etc. that the Client wants to be incorporated into the designed web site before any work on the actual web site design will proceed. If the Client fails to provide Discount Domains with web site content within the time period provided in the Contract, Discount Domains shall not be held responsible for any such delays and at the end of the period can provide the Client with web site as is and shall be entitled to get a complete payment and any other compensations provided for in the Contract.
12. Discount Domains shall not be held responsible for any additional work or services other than what has been expressly agreed upon by the Parties in the Contract. For the avoidance of doubt, Discount Domains shall not be responsible for any troubleshooting, updates, modifications, maintenance and other work unless such services are expressly agreed upon between the Parties in the Contract.
13. Within one month from the date when the web site has been delivered to the Client, Discount Domains will offer a limited warranty to correct any malfunctions and defects in the delivered web site provided that any such malfunctions or defects have not been caused by the actions or omissions by the Client, or have happened as a result of virus attacks, software issues, loss of data, and other similar circumstances. Any work to correct any malfunctions and defects shall be limited to the work agreed to between Discount Domains and the Client in the Contract. For the avoidance of doubt, no warranty shall apply after the expiry of one month period provided for in this clause.
NOTICES
1. Any notice and information that is required or is necessary to be given by either Party to the other either expressly provided or implied under these Terms and Conditions shall be in writing and shall be emailed to the Party to the address specified in the Contract.
2. Any notice of change of email address by one Party shall be notified to the other in writing and shall be confirmed by such other Party in writing.
PAYMENTS AND TAXES
1. Any fees quoted by Discount Domains are subject to UK VAT and any other taxes, levies or other payments of similar nature that the government may from time to time impose with regards to such fees.
2. Any payments provided for in these Terms and Conditions, unless paid in advance, shall be paid by the Client (together with any applicable taxes) within 5 days of the date of the invoice issued by Discount Domains.
3. If any payment provided for in these Terms and Conditions is not paid on the due date, Discount Domains shall be entitled, without limitations:
  1. to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4 per cent above the base rate from time to time of HSBC Bank plc from the due date until the outstanding amount is paid in full; and/or
  2. to terminate and discontinue work under the Assignment in respect of which payment is due but unpaid.
ILLEGAL/IMMORAL ASSIGNMENT
1. Discount Domains reserves the right to refuse to take, proceed and/or complete the Assignment if at any point in time Discount Domains deems the Assignment to be of posting, linking or transmitting any materials:
  1. which are illegal, unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way or which is the sole opinion of Discount Domains contrary to public decency and morality;
  2. which contain a virus or other hostile computer programme;
  3. which constitute or encourage the commission of a criminal offense or other violation of the law or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any third party which may subsist under the laws of any jurisdiction;
  4. which harass or cause distress or inconvenience to any person;
  5. which obstruct or prevent any third party from exercising its lawful rights in any way.
2. The Client agrees to indemnify Discount Domains and hold Discount Domains harmless from and against any and all losses, costs, claims, damages, expenses and proceedings incurred by Discount Domains from any activities specified in Clause 4.1 hereof.
INTELLECTUAL PROPERTY RIGHTS
1. All content, including text, images, patterns and other materials, that the Client provides to Discount Domains for the purposes of the Assignment shall be the Client’s property.
2. The Client guarantees that any content, including text, images, patterns and other materials, does not infringe intellectual property rights of any third party.
3. The intellectual property rights in the clients materials are owned exclusively by the client.
4. Nothing in this agreement shall operate to grant or transfer to Discount Domains any intellectual property rights in any of the clients materials.
5. Upon termination under clause 1.5,where Discount Domains has been unable to conclude the project shall remain entitled in perpetuity to use the clients materials (and all of those other materials which use or incorporate in any way any part of the project materials) for whatever commercial purposes it elects, including in relation to the exploration of similar partnership arrangements with other third parties in relation to similar projects.
6. Discount Domains agrees, in perpetuity, that it will not, whether by itself or with any other third party, and whether directly or indirectly, following the date on which the agreement is terminated or the project completed, seek to develop any project, proposal, business or income stream that is the same as or is based upon or around the project and/or any other programs and concepts owned by the client.
LIMITATION OF LIABILITY
1. If permitted by law, Discount Domains excludes liability for any and all losses, costs, claims, damages, expenses and proceedings arising out of or in connection with any use of the web site designed as part of the Assignment or any materials or links posted or transmitted thereon.
2. Discount Domains is not responsible and the Client assumes all the liability for any content including text, images, patterns and other materials, posted, linked or transmitted on the web site designed as part of the Assignment, including but not limited to the safety and accuracy of any such content.
SEVERABILITY
1. If any provision of these Term and Conditions are held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of other provisions these Terms and Conditions and the remainder of their provisions shall be unaffected.
FORCE MAJEURE
1. Neither Party shall be liable for any breach by it of these Terms and Conditions if the breach was caused by an act of God, insurrection or civil disorder, war or military or paramilitary operations, national or local emergencies, acts or omissions of government, local authorities, a provision of the law, industrial actions of any kind, fire, explosion, acts or omissions by persons over whom the Party has no control of, or any cause whether similar or dissimilar outside the reasonable control of the Party.
2. The Party that invokes any of the events mentioned in the Clause 8.1 shall promptly notify the other party about such events in writing.
3. As soon as any of the events cease, the Party that invoked these events in justification of the breach of these Terms and Conditions shall promptly resume performance of these Terms and Conditions as if such events never occurred.
GOVERNING LAW
1. These Terms and Conditions shall be governed by English law.
RESOLUTION OF DISPUTES
1. Any disputes arising out of or in connection with these Terms and Conditions shall be resolved by the Parties subject to the exclusive jurisdiction of English courts.