PGWD Limited's Contract and Terms of Use

Posted: 08/02/2010 in

These are our terms and conditions, acceptance of use policy and contract terms. Please read them carefully. Clients would have been referred to this page from correspondence including service order agreements and our invoices. Definition of our terminology as used within this document:

A 'Project' is any work undertaken or service provided by PGWD Limited for the client on their request and as described in our initial quotation and / or the service order confirmation signed by the client.

A 'Client' is a person, persons, business or organisation using any of the services provided by PGWD Limited.

'The Payment Period' shall be the time allowed by PGWD Limited for receipt of all monies owed to PGWD Limited by the client.

'Live Mode' will be from the date the website is available on the clients chosen domain.

'Domain' is the website address as specified by the client.

'Hosting' is a yearly or monthly cost to keep a clients website activated online.

'Content' or 'Data' is both text and images that the client requires on the website. These can both be self generating on some websites.

1. The contract between PGWD Limited. and the client will be on these conditions to the exclusion of all other terms and conditions. Any variations to these conditions shall have no effect unless agreed in writing.

2. The works to be carried out shall be as set out by PGWD Limited Ltd for the Client in our initial quotation and / or the service order confirmation signed by the client.

3. PGWD Limited will only commence work on a project after receipt of 50% deposit of the quoted project fee from the client. We will also require 25% payment on approval of the overall design concept. The final 25% payment is to be made on completion of the website or specific project. The website will be switched to live mode once the clients remaining balance is paid in full. There are variations to this with existing Clients.

4. The deposit paid to PGWD Limited covers the cost of design work carried out. It is not possible to refund a deposit once PGWD Limited have sent the first design to the client. PGWD Limited reserve the right to decide whether a refund is applicable if requested by the client for any reason. A refund is not guaranteed by PGWD Limited but possible providing PGWD Limited decide upon this option.

5. PGWD Limited shall expect the client to carry out sufficient research before proceeding with a website. This will include checking that the website / idea / business will operate legally within UK law. It is important that the website is not in anyway illegal.

6. Where images used on the website have been purchased by PGWD Limited on behalf of the client, these images are strictly for use on the website only. PGWD Limited are not liable for misuse of these images by the client or any other person/s copying, altering or distributing the images to individuals or other organisations.

7. PGWD Limited will host the website if the client requires us to do so and on receipt of full payment of our hosting fees. In doing so we will endeavour to provide a reliable and professional service to the client at all times.

6. PGWD Limited cannot be held responsible for anything adversely affecting the client's business operation, sales, or profitability that they might claim is a result of a service offered by PGWD Limited.

7. Where we have been asked to provide search engine optimisation for a client, we do not guarantee any specific placement or high ranking on search engines.

8. PGWD Limited will provide the client with an expected project completion date (live on the internet) if requested. We will endeavour to meet any given deadline but we do not guarantee and are not bound in any way to complete the project by this date.

9. It is the clients responsibility to check with PGWD Limited that open source software is being used or not.

10 We do not charge customers for open source software. If there is a charge for a website using open source software, you are paying for the installation time. Open source software is not owned by PGWD Limited or our Client.

11. PGWD Limited own all design and code of the website until final payment has been received in full and the Clients account is settled upto date. Once final payment is received, the client will then own the right to use the design and code of the website. Images may have been purchased by PGWD Limited for the client unless the images have been supplied by the client. Item 13 is subject to item 

13. The work up files, database files, source code are not transferred to the client as these remain the intellectual property of PGWD Limited.

14. All images displayed on the client's website will only be used after authorisation by the client and are the sole responsibility of the client regarding usage and copyright. Should any legal issues or claims arise from the content or copyright of any images supplied by the client or PGWD Limited, they will be the sole responsibility of the client.

15. Domain names will be registered by PGWD Limited and also registered to the PGWD Limited current address. Although the domain names are registered to PGWD Limited, the client is the legal owner of the domain and if they request to have details changed or the domain transferred elsewhere, PGWD Limited will do this within reasonable time.

16. It is the responsibility of the client to renew their domain names when due. If a domain name expires, PGWD Limited can not be held liable for this. However, PGWD Limited will make reasonable effort to contact the client regarding domain renewal.

17. When a client renews "hosting" with PGWD Limited this also includes domain renewal if the renewal is needed to keep the site functioning and was purchased as part of the hosting package. If the client does not renew the hosting, their domain name could be made available to the public for purchase and PGWD Limited can not be held liable for this.

18. Renewal of "hosting" is due on a yearly or monthly basis. The date of renewal will be annually or monthly from the date the website was ordered by the client. The "hosting" will not be renewed if we cannot contact the customer or the customer requests for us to not host the site. This will also affect the domain as per item 17.

17. The hosting renewal charge must be received within 7 days of the hosting expiry date. We reserve the right to deactivate any website where the hosting has expired and the client has not paid the renewal charge. There will be an admin fee set by PGWD Limited for reactivating the website / hosting.

18. If the client does not use PGWD Limited hosting services then the management and hosting of the domain name are the full responsibility of the client.

19. PGWD Limited has no control of, or responsibility for, the content of our client's web sites. In no way does the textual or image bas ed content of our client's web sites constitute PGWD Limited endorsement, or approval of the web site or the material contained within the web site. PGWD Limited has not verified any of the materials, images or information contained within our client's web sites and is not responsible for the content or performance of these sites or for the client's transactions with them. PGWD Limited provides links or references to our client's websites solely for the convenience of prospective customers and intends that the links it provides be current and accurate, but we do not guarantee or warrant that such links will point to the intended client site at all times.

20. PGWD Limited are not liable for loss, damage or corruption to files or information stored on our servers or individual PC's relating to a client's website. The client is solely responsible for any information or files relating to their website.

21. All web site files are backed up every day and kept for a period of 7 days off site.

22. If a domain name is purchased by the client through a company other than PGWD Limited, the client has full responsibility in making sure that the domain name is renewed when due. PGWD Limited will not renew the domain name when annual hosting renewal is due if the domain name is purchased through a company other than PGWD Limited.

23. PGWD Limited will provide training by e-mail and telephone assistance to the Client's designated employees regarding management of the client's web site.

24. Macromedia Flash is always an option to the Client's. If chosen, the specific understanding of our arrangement will be listed separately. Although Flash work is charged by the hour, PGWD Limited warrants to protect the client by specifying a maximum charge in advance which will be listed separately. PGWD Limited warrants to work earnestly to come in under the maximum charge.

25. We shouldn't loose the view that all techniques will be used on search engine optimisation.

26. Merchant Bank Account/ Bank Charges - If the Client's web site requires the ability to accept credit cards for online clearing, the Client will need a Merchant Bank Account to be able to do this. The Client understands that any charges necessary to secure the Merchant Bank Account are not covered by this agreement.

27. If the Client or an agent of the Client other than the PGWD Limited attempts to update the web site and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at the hourly rate of £75. There is a one hour minimum. In this regard, Clients are encouraged to obtain a Maintenance Agreement. 28. Authorised representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract in the UK on behalf of the Client.

29. Limited Liability - Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or PGWD Limited. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. If this is found to be the case, then PGWD Limited reserve the rights to switch off the Clients web site without notice. Client hereby agrees to indemnify and hold harmless PGWD Limited from any claim resulting from the Client's publication of material or use of those materials. It is also understood that PGWD Limited will not publish information over the Internet which may be used by another party to harm another. PGWD Limited will also not develop a pornography web site for the Client. PGWD Limited reserves the right to determine what is and is not pornography. 
30. Indemnification - Client agrees that it shall defend, indemnify, save and hold PGWD Limited harmless from any and all demands, liabilities, losses, costs and claims, including reasonable Solicitors' fees associated with PGWD Limited's development of the Client's web site. This includes Liabilities asserted against PGWD Limited, it's subcontractors, it's agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns.Client also agrees to defend, indemnify and hold harmless PGWD Limited against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client's web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organisation, or business.

31. Laws Affecting Electronic Commerce. The Client agrees that it is responsible for complying with the laws, taxes, and tariffs related to e-commerce, and will hold harmless, protect, and defend PGWD Limited and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's use of Internet electronic commerce. Client also understands that PGWD Limited can not provide legal advice. 

32. Ownership to Web Pages and Graphics. Copyright to the finished assembled work of web pages produced by PGWD Limited is owned by PGWD Limited. Upon final payment of this contract and only when the Clients account is in full credit, the client is assigned rights to use as the website design, graphics, and text contained in the finished assembled website for the duration of the contract. Rights to photos, graphics, source code, work-up files, database files and computer programs are specifically not transferred to the client, and remain the property of PGWD Limited. PGWD Limited and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. Should materials described in this contract be used on the web by the Client before the tender of final payment, then this contract is breached and appropriate penalties will apply. 

33. Email hosting, PGWD Limited offer email hosting as a complementary service and do not charge for hosting email accounts attached to hosted domains. Sending email using SMTP should be arrange via your Internet Service Provider or use your own Exchange Server. 

34. Data obtained through the Clients' web site can be supplied in a CSV file format (MS Excel) to the Client. 

35. Non-disclosure - PGWD Limited, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about PGWD Limited to another party.

36. Cancellation of the agreement at the request of the Client must be made by certified letter. In the event that work is postponed or cancelled at the request of the Client by registered letter, PGWD Limited shall have the right to retain the original deposit. In the event this amount is not sufficient to cover PGWD Limited for time and expense already invested in provisioning the project additional payment will be due. If additional payment is due, this will be billed to the Client within 30 days of notification via registered letter to stop work. Final payment will be expected under this agreement. Cancellation of this agreement will require 4 months notice by either party, by registered letter, notice is taken from the beginning the next billing period.

37. Payment for initial construction - PGWD Limited reserves the right to remove all web content from the Internet if payment is not made within thirty (30) days after delivery of the site to live mode. Most frequently, problems making payment timely are the result of poor communication channels in a company's Accounting Department. If a payment delay is anticipated, please contact PGWD Limited to discuss potential problems in advance. If problems are anticipated we may be able to accommodate an alternate arrangement. 

38. If You fail to pay any invoice which is due and payable under this Agreement, PGWD Limited shall be entitled to charge interest on a daily basis on the overdue amount and on outstanding interest from the date of such failure until payment (both before and after judgment) at a monthly rate of 8% above the base rate for the time being in force of Barclays Bank plc. 

39. If PGWD Limited does not receive payment within the agreed payment period of the date of the invoice, it may terminate this Agreement as regards any Service requested by you without further obligation to You. (For most payment periods, there is a due date of within 7 days for hosting unless otherwise agreed with You and PGWD Limited) All client files will be deleted from our system.

40. For the purposes of this Agreement, time of payment is of the essence. 

41. The Client agrees to have PGWD Limited's website link positioned at the very bottom of each page. If the website is transferred then the link should remain as a credit for who designed the website.

42. Client Amends - PGWD Limited prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of PGWD Limited's business. To that end, we encourage input from the Client during the design process.

43. PGWD Limited understands, however, that Clients may request significant design changes to pages that have already been built to the Client's specification. To that end, please note that our agreement does not include a provision for "significant page modification" or creation of additional pages in excess of our agreed page maximum. If significant page modification is requested after a page has been built to the Client's specification, we must count it as an additional page. Some examples of significant page modification at the request of the Client include:Developing a new structure to accommodate a substantial redesign at the Client's request. Recreating or significantly modifying the company logo graphic at the Client's request. Replacing more than 75% of the text to any given page at the Client's request.Creating a new navigation structure or changing the link graphics at the Client's request. Significantly reconfiguring the Client's shopping cart with new product, shipping or discount calculation if an e-commerce enabled site has been selected by the Client.Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be intricately involved design of each page are encouraged to negotiate an agreement which exceeds the page maximum. If significant page modification is requested by the Client after the page maximum has been reached the charge will be £250.00 for each additional page. Moderate changes, however, will always be covered during our development of the site.Again, we strive to accommodate the needs of each Client and we maintain a liberal redesign policy. We can not, however, provide major redevelopment services to the in excess of the page maximum contemplated by this agreement, or the original design concept agreed. 

44. DVD Burning - PGWD Limited will burn one copy of the Client's web site onto a DVD at the Client's request upon completion of the site, but only after full payment has been received from the Client. Additional copies of the DVD are available for £25.00 each. 

45. PGWD Limited's intellectual property can not be used on any-other machine or sold by the client. This refers to work up files, programming and system coding, including content management system files and ecommerce system files. 

46. If the Client expects higher levels of traffic to their web site, then planning for server capacity may be required. PGWD Limited will require 15 business days written notice confirming the expected number of users, hits and specific time frames for this expected increased activity expected on the Clients web site. Higher levels of traffic are normally generated from specific marketing directly linked to the web site.PGWD Limited will do their utmost to maintain the service during periods of high traffic, although we can not predict the expected level of traffic for the Client. PGWD Limited can not be held responsible for any loss or damage to the Clients business claimed as a result of server failure and / or downtime. The Clients understands that any loss or damage to their business is specifically not covered and excluded under the terms of this agreement.

47. This agreement contemplates the possibility of an e-commerce enabled site. If the Client selects an e-commerce enabled site, the Client is encouraged to obtain a secure certificate for online transactions. The Client understands that if they do not obtain their own secure certificate it could infringe conditions with their payment processing provider. PGWD Limited can obtain secure certificates for the Client upon request and these will be charged for separately.
48. In the case of commission based fees, these will be agreed between PGWD and the client before any service is provided. If payment has not been received within the agreed terms, any services being provided will cease to operate immediately, until such time as the invoices are paid in full. 

49. PGWD does not provide clients or their representatives with domain control panel, website administration or FTP access.

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