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Terms & Conditions

These Terms and Conditions define the terms of business between Pensar Data Ltd, trading as Cotswold Web Gurus (referred to as “us”, “we” and other similar pronouns) and “you”, the customer.

By engaging our services, the customer (you) will be deemed to have accepted these Terms and Conditions.

 

Intellectual Property

  • Our Intellectual Property, or IP, includes any code, layout design, images, design “look & feel” or copywriting supplied by us.
  • The IP of a website project is owned in its entirety by us until the customer has paid all invoices related to it in full, at which point the IP transfers to you.
  • For practical purposes this means that any layout work and concepts we design for you as part of the quote, or any work we carry out for you belongs to us. If you reject the quote / contract or you cancel the project before it is delivered or you fail to pay for a completed project, you are not allowed to use any part of our work in any future websites that you build whether through another agency or your own efforts.

 

Charges and Payments

 

Web Design, SEO and Database Design Services

  • All prices quoted exclude VAT, which will be added at the current rate at the time of invoicing.
  • Web design services will usually be invoiced in two tranches of 50% covering Engagement and Delivery.
  • All payments are to be made by bank transfer. Account details appear on our invoices.
  • Work will not start on your website until the Engagement invoice has been paid.
  • On accepting the finished web design project, you will be invoiced for Delivery.
  • Unless other terms are agreed, the website / database will not be made live and cannot be used as a live service until the Delivery invoice has been settled in full.
  • Interim invoices may be issued if the project scope changes during development.
  • For larger web design, SEO and Database projects, we may agree a different schedule incorporating interim invoices.

Web Hosting

  • All prices quoted exclude VAT, which will be added at the current rate at the time of charging.
  • Hosting must be paid in advance, by bank transfer or credit / debit card.
  • Charges will be applied monthly on the anniversary of the first payment, or the day before the anniversary in cases of shorter months.
  • Price increases may occur from time-to-time. You will be given at least 30 days’ notice of such increases.

 

Web Design Services

After consultation with you, we will provide you a project proposal document which describes what we have agreed to deliver, what we need from you, costs and timescales. By paying the Engagement Invoice you are accepting this proposal as the scope of the agreed project between us and your acceptance of these terms and conditions.

  • You will provide us copy and images as required by the brief and understand that delays providing this content could delay the project overall.
  • Images you supply will be high-resolution and larger than needed for web. Low resolution graphics may not be usable or may need significant editing, incurring extra cost.
  • Images will be supplied as PNG or JPG files.
  • Text will be supplied in Microsoft Word (doc or docx) format, or as a plain-text file.
  • You will provide us with access to the accounts / services we deem necessary to complete the project which typically include your web hosting control panel, DNS, FTP, Google Analytics, social media and payment gateways, but may include others as we advise.
  • Once we advise that we no longer need access to these accounts, or at the very latest when the project is delivered, you will revoke all our accesses to ensure your security.
  • You acknowledge that failure to provide access to the above-mentioned accounts will make it impossible to deliver some features described in the project. Such features will be removed from the Deliverables of your contract. This will not affect the price quoted, sums due or bring forward delivery dates shown on the Scope.
  • Websites will be mobile responsive and perform well on all contemporary PCs, Macs, tablets and phones, however we cannot guarantee the website will function correctly on future technology.
  • The website will be tested to work correctly on Chrome, Firefox, Edge and Safari desktop browsers, and on the default browsers of popular phones and tablets.

 Quotations & Payment

  • Your Quotation will be provided prior to our Engagement.
  • By paying our Engagement invoice, you agree that the contents of the quotation and Scope define the entirety of the contract to be delivered at the price quoted.
  • Once the contract has been agreed, changes made to the Scope may incur additional costs. These costs will be made known to you as they become evident.
  • We will not modify the Scope without your written acceptance of the additional costs.
  • Where the Scope has changed significantly, we may issue interim invoices before the work is undertaken.

Timeframes

  • We will endeavour to deliver your project on or ahead of time, however timeframes indicated by us to you are indicative and not contractual. You acknowledge that unforeseen circumstances such as incompatible software, incorrect specifications and delays by suppliers and the client can all affect the delivery timeframe.
  • We will undertake to keep you up to date on likely delivery dates as they change and notify you when we become aware of delays.

No Transfer of Licences

Our websites use premium plugins to which Pensar Data Ltd / Cotswold Web Gurus are the licensee.

These licences, typically WordPress plugins, are supplied to enhance the capabilities of your website and are provided to you on a sub-licence basis. Your website may stop functioning correctly if these plugins are uninstalled.

For the purpose of these terms; Licence, licences or sub-licence refers to any software products that have been licensed by us for use on your website. This does not include software you have purchased and installed yourself.

If we host your website:

  • These licences are part of your hosting package and are included in your monthly hosting fee.
  • If the invoice is not settled by the due date, a grace period of 7 days will be granted after which the hosting service and licences will be suspended.

If you host your website elsewhere:

  • You will be invoiced for the licences annually, payable in advance.
  • The cost of these licences will be itemised on your quotation.
  • You will be invoiced 30 days prior to the renewal being due.
  • Failure to pay the licence fees by the due date will result in the licences being revoked. This could seriously affect the functioning of, or even disable, your website.
  • We will require temporary WordPress admin access to your website in order to install the licences and ensure the software is working correctly.
  • We may require WordPress admin access to your website from time-to-time in order to apply essential maintenance to the software.
  • If access is refused for this purpose, the software under licence may develop faults or cease to function.
  • If the licensed software develops faults or ceases to function and we have not been granted admin access to try and rectify the problem, no refunds will be considered.

If you host your website with us, but transfer your hosting elsewhere:

  • The licences are not transferrable under your existing agreement and the software will cease to function after the site has transferred.
  • A new agreement can be setup to continue the licences by paying an annual licence fee.

Under no circumstances, whether referred to these terms explicitly or not, will the licences, sub-licences or rights of any licence of any software product supplied by us, be transferred to you.

 

Software Compatibility

  • We make no warranty that any software we supply will be compatible with any software or plugins you install in the future.
  • If you move your website to another hosting provider, we do not guarantee your website will work correctly, or at all, on their servers or infrastructure, and make no warranty as such.

 

Website Acceptance

  • We will deliver the website as defined in the Scope agreed with you at the time of Engagement and, if applicable, as modified by written agreement during the project.
  • Upon completion of our work, we will ask you to accept the website by paying the Delivery invoice.
  • You may not use the website commercially or publicly until all invoices have been settled.
  • Once the Delivery invoice has been paid, you will have 14 days to report “snagging” issues which we will remedy provided they are fixes to the website as delivered, and they are not adding new features or troubleshooting problems introduced by modifications you have made.
  • After 14 days have elapsed, you accept the website “as is” and further work on our part may be chargeable.
  • If you do not accept the website once it is complete, but it substantially meets all the criteria in the Scope (and agreed amendments of Scope), and if you have not raised objections or concerns during development when you reasonably could have done so, you will be liable for the full cost of the undelivered website.
  • If, despite our best efforts, we are unable to deliver a website that substantially meets the criteria specified in the Scope (an undeliverable website), any invoices you have paid will be refunded. In such cases the IP remains with us in its entirety and may not be used in any future projects without our express written permission.
  • In the case of undelivered or undeliverable websites, you agree that all code, layout design, images, “look & feel” and copywriting supplied by us is our Intellectual Property and ownership of such remains with us in totality.

Cancellation of a Project in Progress

  • If you cancel a project which has been started, we will invoice you for time and costs of the project incurred at the time of cancellation. This may involve you owing us money or vice versa.
  • If a refund is due, we will process and pay the refund within 30 days.
  • The IP remains with us in its entirety and may not be used in any future projects without our express written permission.

 

Hosting Services

Payment

We charge for web hosting monthly, in advance. We do not offer credit terms on web hosting.

Contract Length, Suspension and Termination

  • You may cancel your contract at any time. Your hosting plan will remain operational in all respects until the end of the current billing period.
  • No part-refunds will be made. This means if you cancel your contract halfway through the month, we will not refund 50% of that month’s hosting fee.
  • We may terminate your hosting contract at any time and for any reason. Reasons we may terminate your hosting service include but are not limited to:
    • You are hosting pornographic, illegal or hate content.
    • Our provision of services to you is not commercially viable.
    • You are exceeding your data storage or data transfer limits.
    • Your site is hosting or is infected with malware, is involved with transmission of spam or Denial of Service attacks.
    • We believe your site’s security has been breached and poses a threat to our servers / services.
    • Your site’s operation is degrading the performance of the server.
    • You are using your site for SQL injection or any other “hacking” purposes.
    • Your account is in arrears and we have lost faith in your ability or intent to bring your account in order.
  • We may suspend your account if you fail to pay an invoice or exceed the limits of your hosting package.
  • If your hosting is suspended, we will continue to issue invoices at 50% of full value which are payable before the suspension will be lifted.
  • Suspension will not be lifted until all outstanding invoices are settled.
  • If you wish to transfer your suspended / terminated website to another hosting provider, an administration charge of £75 will be incurred, payable in advance.
  • If your site is terminated as a result of hosting pornographic, illegal or hateful content, or it has been used to host “hacking” materials or warez, or has been involved in activities designed to harm ours or other services and websites, the site’s content may be deleted and we will not assist in recovering the site’s, data, files, or databases.

Over Usage

Hopefully, your website will prove so popular that you will exceed the constraints of the hosting package you are on. If this happens, you will be able to extend your hosting capabilities by:

  • Upgrading to the next level of hosting
  • Pay a fee for over-use (this may be preferable if you think it is a one-time event)
  • A custom hosting package, for example a dedicated server

Under normal circumstances, we will allow your site to continue operating on trust that you will settle any invoices for over-use promptly. However, if a spike in traffic is so sudden that it impacts other websites on your server, we may opt to throttle or cap your data usage until remedial action is taken by you.

 

Other Services

SEO Services

We do not offer a blanket, one-size-fits-all SEO service but taylor each contract to the goals and requirements of individual customers. The specific agreement we come to with you regarding an SEO programme for your website will form the overall contract terms.

However, there are general terms and considerations applying to all SEO contracts which are listed below.

  • We do not claim or guarantee specific or definite results will be achieved using our Search Engine Optimisation services. Particularly, we cannot guarantee an improvement in Google PageRank or an improvement in search engine placings.
  • You acknowledge that SEO is an ongoing process which requires commitment from you to ensure that website content is regularly added / updated as per our instructions and that if this is not done, your SEO performance will suffer. We will advise you on what is required in this aspect and you agree that, unless the contrary is agreed elsewhere in writing, you are responsible for providing these regular content updates.
  • You acknowledge that search engines update their search algorithms regularly and that these updates can negatively affect your search placement. Furthermore, you acknowledge that we have no control over these changes and that any SEO improvements seen as a result of our services may be temporary in nature.

 

Database Development

We do not offer a blanket, one-size-fits-all database development service but taylor each contract to the goals and requirements of individual customers. The specific agreement we come to with you regarding database development will form the main terms and conditions of that specific development contract.

 

Liability Limits

We strive to provide the best services we possibly can. Our services, however, are provided “as is” and we make no guarantees as to their effectiveness or suitability for your purposes, that they are secure or error-free or that they will function without disruption, delays, or imperfections.

To the extent permitted by law, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

We cannot predict when problems or issues will arise with our services. Accordingly, our liability shall be limited to the fullest extent permitted by applicable law, and under no circumstances will we be liable to you for any loss of profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these terms and conditions or our services, even if we have been advised of the possibility of such damages.

We are not obliged to detect or report unauthorised, illegal or fraudulent use of our services. You remain solely responsible for all charges and legal consequences of such usage on websites you host with us.

 

Version

These Terms and conditions were last updated on the 24th July 2021.

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