Terms and Conditions

Definition

  1. Agreement means the quotation, acceptance and the following terms and conditions.
  2. Work, or works means designs, websites, illustrations, graphics, sketches, or other original artwork or compositions created by Clockwork Moggy, it may also describe other services such as administrative work meetings and other tasks which are necessary in the creation of artwork.
  3. Clockwork Moggy means Clockwork Moggy UK partnership, it also extends to Clockwork Moggy Ltd.
  4. The Client means the company or individual who requested the work.
  5. Amendments means any alteration to the work.

Entire Agreement

  1. These terms and conditions shall prevail over all terms and conditions of your customary practice or any previous course of dealings the client has had with Clockwork Moggy.
  2. These terms and conditions apply to all work created by Clockwork Moggy. Work services or products are only supplied in strict accordance with these terms and conditions.
  3. These terms and conditions shall be subject to English Law.
  4. The contents contained in the quotation and these Terms and Conditions form the agreement between Clockwork Moggy and the Client relating to the work, no variation on them will be binding to Clockwork Moggy unless it is agreed in writing and signed by one of Clockwork Moggy’s partners.
  5. Each clause of this Agreement is independent and operates separately in its own right.
  6. By agreeing to these terms and conditions your statutory rights are not affected.
  7. Should Clockwork Moggy decide to waive any of these terms on an individual basis, this shall not affect the validity of remaining clauses or commit Clockwork Moggy to waive the same clause on any other occasion.
  8. Any alterations or variations of these terms and conditions shall be inapplicable unless agreed in writing by all parties concerned before commencement of any work.
  9. Ordering services or using work created by Clockwork Moggy is automatically agreeing to these terms and conditions.

Guarantee

  1. Clockwork Moggy shall create the agreed work for the use of the client. The client may use the Artwork only in its original form and only for its original use.
  2. All work will remain the property of Clockwork Moggy until the client has paid the full amount invoiced.
  3. Clockwork Moggy shall create work to the specifications of the client and will make amendments to said work at the client’s request.
  4. Once the work is complete and all monies to Clockwork Moggy are paid in full the work can be used by the Client.
  5. Work created by Clockwork Moggy can only be used for additional uses if agreed by Clockwork Moggy in writing and signed by one of the partners.
  6. The client shall agree not to sell, destroy, deface, reset, alter or part with work created by Clockwork Moggy or permit it to be done so by a third party.
  7. The client shall ensure that the terms of its order and any applicable specification are complete and accurate.

General

  1. Work created by Clockwork Moggy is charged to the client based on an hourly charge.
  2. Once work has commenced the full charge of the quote is chargeable to the client.
  3. Deadlines set in the agreement will not affect Clockwork Moggy’s right to be paid.
  4. Clockwork Moggy’s hourly charge is no less than £50(GBP) per hour
  5. If work is cancelled the client shall reimburse Clockwork Moggy for any and all losses arising.In the event that work is cancelled ownership of the artwork remains the property of Clockwork Moggy and the Client is not authorised to use any part of the work.
  6. Ownership of the work shall not pass to the client until all charges have been paid in full and transfer of ownership is agreed by Clockwork Moggy.
  7. All work created by Clockwork Moggy for the client is to be used for the soul purpose for which it was created. The client does not have the right to resell work created by Clockwork Moggy or repurpose it without written consent from Clockwork Moggy.
  8. Clockwork Moggy is entitled to assign any or all of its rights and obligations included in this agreement to sub-contractors.
  9. Clockwork Moggy will not be responsible for the creation of work which in any way contravene any existing Legislation and in particular the Trade Description Act 1968 and the Consumer Credit Act 1974.
  10. Clockwork Moggy reserves the right to refuse to provide service or create work at its own discretion.
  11. Clockwork Moggy cannot always guarantee to start work immediately.
  12. If no timescale has been agreed for a project Clockwork Moggy will not be responsible for any losses to the client if deadline is not met.
  13. Once the work meets the terms of the quotation with its specifications any modifications to the work will be considered an amendment to the contract and charged accordingly.
  14. If, during development of a design the client does not supply any agreed content required in order to complete a commission within the anticipated time frame Clockwork Moggy will invoice up to the full amount quoted, including all maintenance and monthly charges equal to a minimum of 24 months after cancellation.
  15. If, during development of a design the client does supplies any agreed content late then there may be additional charges due to the overrun of the project – which stops us from working on further contracts. In the case of websites full payment is due once the underlying structure and architectures of the site is setup.
  16. Clockwork Moggy reserves the right to subcontract and the client hereby agrees.
  17. Amendments may incur an additional charge beyond that of the original invoice.
  18. All amendments must be agreed by both Clockwork Moggy and the client.
  19. Amendments may exceed original deadlines agreed by Clockwork Moggy and the client.

Payment

  1. The client shall pay Clockwork Moggy the full price of the invoice within twenty nine days after work has been sent.
  2. The client shall pay Clockwork Moggy after the completion date, and within twenty nine days from the work being sent, the balance of the invoice charge and any additional charge made for amendments and/or alterations. (Alterations will be confirmed by the client.)
  3. Clockwork Moggy expects payment by cheque, electronic bank transfer or cash within twenty nine days after work has been sent.
  4. All quotes and tenders are valid for a period of thirty days.
  5. Interest will be charged per day on all payments received outside of payment terms at the rate of eight per cent above the Bank of England Base Rate as applicable on the previous 31December or 30 June whichever is the most recent.
  6. Extensive reworking of design work which Clockwork Moggy considers unreasonable will be charged at £65 per hour, including any traveling time plus travel expenses not less than the actual cost incurred.
  7. Whilst outstanding payment is due Clockwork Moggy reserves the right to withhold the designs services or goods.
  8. Clockwork Moggy shall not be expected to wait for items that are the client’s responsibility before payment is due.
  9. Any payment returned by the bank or card company will incur £10 admin charge as well as any charges made by the bank
  10. In case collection proves necessary, the client agrees to pay all fees (including all legal fees and court costs) incurred by that process. If for any reason whatsoever Clockwork Moggy are unable to provide an agreed product or service in accordance with these terms and conditions our liability shall be limited in its entirety to a proportional refund of any fees paid by you for the service or product.
  11. All administrative fees to third parties and the time taken to organise will be charged to the client irrespective of any quoted amount set out in the quotation with its specifications.
  12. Work created by Clockwork Moggy, once completed, may or may not be used by the client. In the event that the work is not used all payment must still be made, including any monthly fees quoted for of a minimum of 24 months from the time of cancellation.

Cancellation and Termination

  1. Clockwork Moggy may by written notice terminate any agreement at its discretion:
    1. If the client fails to pay invoice which has become overdue.
    2. If the client breaches any of the terms of the agreement.
    3. If Clockwork Moggy discovers that the client’s use of work produced is unethical misleading or morally corrupt.
    4. If the client’s use is in anyway harmful to Clockwork Moggy or its reputation.
    5. The client may cancel the agreement at anytime but may be invoiced up to the full amount quoted based on the degree to which the work has been completed and on the extent to which time has been allocated to the project that cannot be effectively used to generate revenue that would be otherwise lost.
    6. If at any time payment due from the client is overdue by more than thirty days, Clockwork Moggy will not be bound to fulfil any of its obligations and may at its discretion notify the client in writing.
    7. If the client breaches this agreement or fails to put right that breach within a period of thirty days after Clockwork Moggy has informed the client in writing, Clockwork Moggy may at anytime give notice of termination of this agreement and ownership of the work will remain that of Clockwork Moggy and the client will not be permitted to use any part of the work.
    8. If the client is or includes a company, which enters into liquidation, voluntary or otherwise, or includes an individual that commits an act of bankruptcy then Clockwork Moggy may terminate this Agreement automatically and without notice.
  2. Websites which are no longer required by the client can be removed from the internet on request at any time. In the event of a website being removed payments must either continue for the remainder of the contract term or be paid in full immediately.

Clockwork Moggy’s Liability

  1. Clockwork Moggy shall have no liability under any circumstance whatsoever to the client for financial loss or loss of profit.
  2. Under no circumstances shall Clockwork Moggy have any liability for any deliberately wrongful act by an employee or sub-contractor of Clockwork Moggy unless such an act could have been avoided by the exercise of due care and diligence on the part of Clockwork Moggy.
  3. Clockwork Moggy will not be held responsible under any circumstances whatsoever to the Client for a lack of profit from any promotional work created.
  4. If for any reason Clockwork Moggy cannot provide and agreed service our liability will be limited in its entirety to a proportional refund of any fees paid by the client for the service or product.
  5. In no event will Clockwork Moggy be liable to the client or any third party for damages or losses.
  6. Clockwork Moggy will not be liable for any loss of profits, including interest earned or savings to the client.

Communication

  1. Clockwork Moggy’s preferred method of communication is by email. Invoices will be sent by email and shall form legal document just as if sent by traditional post.
  2. The design process will be undertaken by telephone conferencing with samples published on Clockwork Moggy’s website on request, file submissions on computer disk or other methods as appropriate to the client’s particular needs and circumstances.
  3. Replying positively to an email sent by Clockwork Moggy will be treated as acceptance of and agreement and these terms and conditions to pay the quoted price in full. This includes any alterations.
  4. Clockwork Moggy shall not be held responsible for spelling mistakes or typing errors once the proof has been approved.
  5. Clockwork Moggy may upload drafts of the work on its own server during development for communication purposes.
  6. Signatures are not required to start a contract; verbal communication, email or other exchanges are legally binding.

Copyright

  1. All material, both text and images supplied by the client and used in the construction of the client’s web site, will remain the client’s property.
  2. It will be assumed that material supplied by the client is the property of the client and free to use, without fear of copyright law infringement.
  3. Clockwork Moggy holds copyright of all work created unless otherwise decided in an agreement signed by the client and one of Clockwork Moggy’s partners.
  4. In any event Clockwork Moggy holds all copyright of any work until the bill is paid in full.
  5. Clockwork Moggy assumes you have permission from the rightful owner to use any images or design elements that you provide for inclusion in the website, and will hold harmless, protect, and defend Clockwork Moggy from any claim or suit arising from the use of such elements.
  6. Clockwork Moggy retains the right to display graphics and other Web content elements as examples of our work in our portfolio and as content features in other projects. Clockwork Moggy also retains the right to place a discreet text link at the bottom of the website page(s).

Data Protection

  1. The client must have the right to share any information, which it submits to be included in any work created by Clockwork Moggy.
  2. It will be assumed that data supplied by the client is the property of the client, or that the client has the express permission of the owner to share the information.
  3. In the case of any websites created by Clockwork Moggy which are involved in the collection and administration of personal data the client is deemed to be the Data Controller and as such is responsible for notification under the terms of the Data Protection Acts and related regulations. Clockwork Moggy will take no liability for any issues arising from Data Protection Acts.
  4. In the case of any e-commerce websites created by Clockwork Moggy the client is responsible for ensuring appropriate security for the users of the website or other service. It is the client’s responsibility to carry out all transactions legally and fairly. Furthermore security of personal information gathered by the site is the sole responsibility of the client.

Advice

  1. Any advice given for any reason by Clockwork Moggy will be accepted as an opinion and as such the client agrees that prior to acting on said opinion to first obtain professional advice.
  2. You also agree that Clockwork Moggy will be indemnified of all liability for any decisions or actions performed as a result of advice given by Clockwork Moggy.
  3. It is not possible and we do not guarantee that ideas or suggestions put forward by Clockwork Moggy will increase traffic to the client’s website, improve the client’s ratings with search engines or boost the client’s sales.

Web Specific

  1. Web designs are made to fit current web standards and thus display well in most popular current browsers. Clockwork Moggy cannot accept responsibility for pages, which do not display correctly in new versions or non-web standard browsers.
  2. Clockwork Moggy adheres to W3C standards where possible.
  3. Clockwork Moggy will fix website errors notified to us in writing in 30 days of payment. If errors are reported after more than 30 days the time and cost involved in making changes will be charged accordingly unless otherwise stated in an agreement signed by one of Clockwork Moggy’s partners.
  4. Further work based on keyword popularity, known as search engine optimisation will not be included unless specified by the client and included in the quotation.
  5. Clockwork Moggy takes no responsibility for liability if any search engine or online directory chooses not to list a clients website.
  6. In cases where a monthly fee has been waived 50% of total fee invoiced is due once approval is gained for any design unless otherwise agreed, full payment is due once the underlying structure and architecture is set up and ready regardless of whether or not the website has been uploaded to a server.
  7. 100% of the total setup cost invoiced is due once a quotation is accepted.
  8. Monthly fees are to be paid on time and whenever possible setup via standing order.
  9. Clients choosing a monthly payment option are choosing to spread the total cost of an invoice over the period of 24 months. The total invoice amount is 24 x the monthly fee plus the setup fee. Until the total invoice amount is paid websites remain the property of Clockwork Moggy
  10. All Website prices are contracted for no less than 24 months, premature cancellation of the contract will result in a cancellation fee equal to the remainder of the contract including all monthly fees equal to a minimum of 24 months payment from the time of cancellation.
  11. Cancellation of websites older than 24 months will not incur a cancellation fee.
  12. Cancellation of a website older than 24 months can be re-located to another server but will incur an admin fee of no less than 2 hours work.
  13. All websites remain the property of Clockwork Moggy until a minimum of 24 months monthly fees have been paid and all other invoiced fees are paid in full
  14. Any additional costs incurred in the provision of: stock photography; electronic commerce software; online transaction processing solutions; domain name registration; web space;Internet connection provided by third parties are non refundable.
  15. Once released to the client all responsibilities arising from running the site falls to the client.
  16. The client is solely responsible for complying with laws taxes and tariffs applicable in any way to any website created by Clockwork Moggy.
  17. The client will protect Clockwork Moggy and its subcontractors from any claim, suit, penalty,tax, fine or tariff arising from the website or service provided.
  18. The client may not assign any maintenance agreements they may hold with Clockwork Moggy should they transfer ownership of the website as part of a transfer of ownership of business without Clockwork Moggy’s written consent. The new owners of said website shall come to a new agreement with Clockwork Moggy.
  19. In the case that Clockwork Moggy is requested to research and register domain name(s) the domain name will always be the property and in the control of the client. All fees and costs incurred will be payable by the client.
  20. Website design, build and upload may be reduced when included with any monthly fee, the total cost of website design and build when not coupled with a monthly fee is equal to the total setup cost or fee and the equivalent of 24 months maintenance & other monthly fees.

Support and Maintenance

  1. Maintenance specifically includes updating plugins and code and helping to protect against viruses and hacking attempts
  2. Whilest we will do everything we can to ensure websites created by Clockwork Moggy are not the victim of hacking and viruses no guarantees can be made and Clockwork Moggy cannot be held accountable for any attempts.
  3. Support includes explanation and in some cases demonstrations for the daily running of your website features.
  4. Support and maintenance does not include making alterations and changes to website design or functions. Nor does it include upload or creation of new content.