Terms & Conditions
Last Updated: February 15, 2020
Terms and Conditions
The Client is hiring Solharbor to: Design and develop a corporate, ecommerce or other website for an agreed price exclusive of VAT (where applicable), the specifications of which are outlined in previous correspondences.
What do both parties agree to?
Client: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You’ll give us the assets and information we tell you we need to complete the project. You’ll do this when we ask and provide it in the formats we ask for. You’ll review our work, provide feedback and approval in a timely manner. You also agree to the payment schedule set out at the end of this contract.
Solharbor: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavour to meet every deadline that’s set and on top of that we'll maintain the confidentiality of everything you give us.
We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and so we won’t waste time mocking up every template as a static visual. We may use visuals to indicate a creative direction (colour, texture and typography.) We call that ‘atmosphere.’
You’ll have plenty of opportunities to review our work and provide feedback. We’ll either share a repository or Shopify development site with you and we’ll have regular, possibly daily, contact.
Unless agreed separately, we’re not responsible for creating new long form text (such as blog posts or articles) or images into your content management system. If needed, we provide professional copywriting and editing services, so if you’d like us to create new long form text content for you, we can provide a separate estimate for that.
Graphics and photographs
You should supply graphic files in an editable, preferably vector digital format. You should supply photographs in a high-resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate for that.
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), Mozilla Firefox and Opera. We won’t test in other older browsers unless we agreed separately.
Mobile browser testing
Mobile browser testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our designs in:
iOS 9: Safari, Google Chrome Android: Google Chrome on Android Emulator
We won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless we agreed separately.
Search engine optimisation (SEO)
The web pages that we develop will be accessible to search engines. We don’t guarantee improvements to your website’s search engine ranking or optimise your content for keyword search unless we agree separately.
Changes and revisions
We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the number of days or weeks that we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for the additional time.
We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.
That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.
Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Intellectual property rights
Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:
You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.
We’ll own any intellectual property rights we’ve developed prior to or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
We agree to treat any business or personal information disclosed by the Client as confidential. This restriction shall continue to apply after the expiration or termination of this agreement without limit of time. However this obligations shall cease to apply to information that may independently come into the public domain or is required by law to be disclosed upon production.
Displaying our work
We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.
As is typical of web development work we usually require a 50% deposit with the remainder due when the site is ready to be deployed. If we agree to a different payment schedule to these terms, they will be made clear on our invoices to you.
We prefer payment to be made by bank transfer to our account which will be detailed in our invoices to you. We issue invoices electronically. Our payment terms are 5 days from the date of invoice and all proposals are quoted in GBP and exclusive of VAT.
You agree to pay all charges associated with international transfers of funds if applicable. The appropriate bank account details will be printed on our electronic invoice. We reserve the right to charge interest on all overdue debts at the rate of 5% per month or part of a month.
Neither of us can transfer this contract to anyone else without the other’s permission.
We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.
This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
Although the language is simple, the intentions are serious, and this contract is a legal document under jurisdiction of English contract law.
For and on behalf of Client
Effective Date: As agreed between Client and Solharbor.