Finally the small print…
As tempting as it is to just agree, please make sure you read these Terms & Conditions carefully, as they are legally binding.
These Terms and Conditions set out the basis for the provision of Sitemaker websites and are designed to offer both parties protection in the unlikely event of a dispute. Clients should note that by instructing PENNInk Productions to act for them, they accept these Terms and Conditions in full and without variation.
1. Definition of Terms
- PENNInk Productions
PENNInk Productions, aforesaid. - Sitemaker
The fixed price budget website service provided by PENNInk Productions under the Sitemaker name, sold using the ecommerce service at sitemaker.pennink.com. - The Client
The entity which enters into a contract with PENNInk Productions. - Content Management System
Software for facilitating the maintenance of content, but not design, on a web site. - Database
Software used to manage information in an organised fashion. PENNInk Productions often uses the MySQL relational database management system for storing and retrieving the content of the Website. - Domain Name
A case-insensitive string of letters, numbers, and hyphens that is used to define the location of a Host. All such names must be registered with the appropriate naming authority, which will usually charge a fee. - Downtime
Time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site. - FTP
File Transfer Protocol, a client-server protocol for transferring files. - Hosting Provider
A company or organisation which provides, usually for a fee, infrastructure for making information accessible via the worldwide web. This involves the use of a web server (including web server software such as Apache), and may involve one or more related technologies, such as FTP, PHP, MySQL, and operating system software such as Linux or Unix. - HTML
Hypertext Markup Language, a standard language with which all web pages are built. - Link, Hyperlink
A ‘clickable’ link embedded on a web page, which may take the form of a graphic or text. - Search Engine
A website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification. - Shell
A program which interacts directly with an operating system such as MS-DOS, Unix/Linux, Mac OS X. - Web Server
A computer containing software for, and connected to infrastructure for, hosting, or serving, web sites written in HTML. - Website
A collection of web pages and associated code which forms an integrated presence. - The Work
The subject matter of the contract between the Client and PENNInk Productions.
2. Estimates and Charges
2.1 Estimates and Quotations
Estimates and quotations are based on information supplied by the Client, the anticipated size and complexity of the work and current design and production costs. Unless otherwise agreed in advance, our charges are subject to reasonable variation to reflect changes in any of these factors.
2.2 Deposit
As per Clause 4.5 Payment of Fees, The Work is accepted on the basis of an advance payment (representing 100% of the value of the project) being received through the ecommerce system before commencement. Any remaining balance shall become due as per Clause 4.5 Payment of Fees, subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof. PENNInk Productions reserves the right not to begin The Work until the said deposit has been paid in full and all content provided within 30 days of the deposit payment being received.
2.3 Preliminary, Experimental and Additional Work
All preliminary, experimental or additional work carried out by agreement or at the Client’s express request will be charged for at the usual rate for the job according to our current pricing.
2.4 Content Changes after Completion
Content for the Website must be provided to us within 30 days of the deposit payment being received, so the developer can integrate the content into the Website. Once content is provided and development is complete, any later change of content will incur an extra charge, calculated on an hourly basis.
3. Disclaimers
3.1 Third Parties
PENNInk Productions can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client’s Website, although PENNInk Productions will endeavour to ensure that Website downtime is kept to a minimum.
3.2 Maintenance and Correction of Errors
PENNInk Productions takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after The Work has been completed. Errors (both technical and typographical) attributable to PENNInk Productions will be corrected free of charge, but PENNInk Productions reserves the right to charge a reasonable fee for correction of errors for which PENNInk Productions is not responsible, including, but not limited to, malicious modification of the Website by a third party and typographical errors contained in materials provided to PENNInk Productions by the Client.
3.3 Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client.
3.4 Consequential Loss
Under no circumstances will PENNInk Productions be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Client should ensure that data on its site is regularly backed up and that a contingency plan is in place to minimise possible losses as a result of software failure.
3.5 Search Engine Listings
PENNInk Productions does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not PENNInk Productions who determine whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. PENNInk Productions does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.
3.6 Appearance of Completed Website
The completed Website will look like the live demo version populated by the Client’s content. However, Clients should bear in mind that Hypertext Markup Language (HTML) has its limitations and, despite our best efforts, its final appearance cannot be guaranteed to be identical to its appearance in the live demo version.
3.7 Web Browser Compatibility
Clients should note that not all Web page design features (such as Frames, Forms and JavaScript) will function in all Web browser versions. In addition, Web page content may view differently in different browsers. Additional charges may be incurred for optimising a site for specified browser versions.
3.8 Cross-Browser Testing
Cross-browser testing is not included in the Sitemaker package. Clients should understand that the appearance of a particular Website across different browsers might not always be identical.
4. Payment and Delivery
4.1 Completion of Work
PENNInk Productions warrants completing The Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. PENNInk Productions will not charge more than the amount previously agreed and paid for unless the Client has varied the specifications of The Work since the agreement. PENNInk Productions will not undertake changes to the specifications of The Work, which would increase the cost, without prior written authorisation from the Client.
4.2 Supply of Materials
Within 30 days of payment of the deposit, The Client is to supply all materials and information required for PENNInk Productions to complete The Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client fails to supply such materials, PENNInk Productions will refund the deposit in full and cancel The Work.
4.3 Approval of Work
On completion of The Work, the Client will be notified and have the opportunity to review it. The Client should notify PENNInk Productions, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of The Work, which has not been reported in writing to PENNInk Productions as unsatisfactory within the 7-day review period, will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and The Contract will be deemed to have been completed. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
4.4 Rejected Work
If the Client rejects The Work within the 7-day review period, or will not approve subsequent Work performed by PENNInk Productions to remedy any points reported by the Client as unsatisfactory, and PENNInk Productions considers that the Client is unreasonable in its repeated rejection of The Work, the contract will be deemed to have expired and PENNInk Productions can take any legal measures to recover both any outstanding payment for the completed Work and reasonable expenses incurred in recovering payment.
4.5 Payment of Fees
As per Clause 2.2 Deposit hereof, The Work is accepted on the following basis:
- An advance payment (representing 100% of the value of The Work) is received through the ecommerce system before commencement of The Work.
- Any outstanding balance over and above the deposit must be received before the site is launched on the Client’s web hosting space.
4.6 Delays
If work is delayed for any reason awaiting action by the Client for a period exceeding 7 days, the project will immediately be subject to a management fee of £100 per week. Any project delayed by 30 days or more will be subject to a restart fee of £250.
4.7 Loss through Non-Payment
PENNInk Productions is not responsible for loss of data or business incurred by the Client through non-payment of services.
4.8 Project Completion
The Project is deemed complete once the Client has indicated approval of the Website, its content management system (CMS) and functionality, or has not communicated to PENNInk Productions any errors or omissions in its functionality within the 7-day review period. Upon completion, any and all outstanding monies from the Client fall due for payment and PENNInk Productions will invoice the Client for the remaining balance in accordance with Clause 4.5 Deposit hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 7 days of the date that the invoice was issued.
4.9 Remedies for Overdue Payment
If payment has not been received by the due date, PENNInk Productions has the right to suspend ongoing work for the Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 7 days after the due date, PENNInk Productions has the right to replace, modify or remove the Website and revoke the Client’s licence of The Work until full payment has been received. By revoking the Client’s licence of The Work or removing the web site from the Internet, PENNInk Productions does not remove the Client’s obligation to pay any outstanding monies owing.
5. Intellectual Property
5.1 Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to PENNInk Productions for inclusion on the Website. The conclusion of a contract between PENNInk Productions and the Client shall be regarded as a guarantee by the Client to PENNInk Productions that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of PENNInk Productions and indemnifies the same from any claims or legal actions however related to the content of the Client’s site.
5.2 Domain Name
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify PENNInk Productions, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.
5.3 Licensing
Once PENNInk Productions has received full payment of all outstanding invoices and The Work has been approved by the Client in accordance with Clause 4.3 Approval of Work hereof, the Client will be granted a licence to use the Website and its contents.
5.4 Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which PENNInk Productions or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from PENNInk Productions. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which PENNInk Productions or their suppliers owns the copyright. PENNInk Productions acknowledges the intellectual property rights of the Client. Information passed in written form to PENNInk Productions, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
6. Rights and Responsibilities
6.1 Right to Terminate
PENNInk Productions reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
6.2 Events Beyond the Control of PENNInk Productions
PENNInk Productions will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of PENNInk Productions.
6.3 Supply and Pricing of Services
PENNInk Productions reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
7. Liability
7.1 Limit of Liability
The limit of liability will be restricted to the cost of the services provided by PENNInk Productions and no liability will be accepted for consequential losses of any kind. This includes, for Internet-related services, loss of trade owing to temporary malfunction.
7.2 Loss of Income
Goods shall be delivered as soon as they are ready and whilst every effort is made to ensure that the Company meets its pre-arranged delivery dates, there are no guarantees as to those dates. Therefore, PENNInk Productions can accept no responsibility for any costs or losses of income sustained by the Client due to production delays, howsoever caused.
7.3 Production Delays
If a Client delays the working process by not responding, this will subsequently affect the deadline, and PENNInk Productions will not take responsibility for any such delays so occasioned. Furthermore, no liability will be accepted for delays or failure to complete work owing to acts or omissions of third parties, force majeure and other circumstances beyond the control of PENNInk Productions. If a Client delays the working process by failing to deliver the content within 30 days of the deposit payment, PENNInk Productions will cancel the contract and refund the deposit.
7.4 Accuracy of Design
For Web Design work, owing to the inherent limitations in Internet technologies, PENNInk Productions cannot guarantee accuracy in colour reproduction, page formatting or the universal availability of website design functions.
7.5 Registration and Management of External Services
PENNInk Productions is not responsible for registration or management of any external services, such as hosting companies or domain name registrars.
7.6 Performance of Domains
PENNInk Productions cannot assume responsibility for the performance of domains. PENNInk Productions uses third party hosting providers and cannot take any responsibility for the speed of response or quality of work by those third parties.
7.7 Domain Names
PENNInk Productions is not responsible for domain names. Domains registered on behalf of The Client remain the responsibility of The Client.
7.8 Changes to Domain Name System
PENNInk Productions is not responsible for any DNS changes not carried out by us.
7.9 Propagation of Domain Name System Changes
Clients should note that DNS changes usually take around 48 hours to fully propagate. During this time any web site might not be available for viewing. Clients should be aware that during this period there may be some email downtime as well.
7.10 Search Engine Optimisation
SEO (Search Engine Optimisation) is not included in the Sitemaker package and does not guarantee any improvement in ranking. We follow guidelines proposed by the most popular search engines (Google, Bing, etc.). As improvement usually happens gradually over a long period of time, we recommend that if one is purchased subsequently, an optimisation campaign should be carried out over at least 6 months.
7.11 Content Management System Security Updates
Clients should note that the purchase of a content management system (CMS) does not include future upgrades to the system. This is only available through a Care Plan, which can be made available at an additional monthly charge.
7.12 Third Party Interference
In case of third party interference with the files uploaded on the hosting server (for example hacker attacks or other companies commissioned by the client to maintain or update the files), PENNInk Productions takes no responsibility whatsoever for the site going down or not working properly. To rectify any problems caused by these interferences, we reserve the right to charge at our hourly rate.
8. Content provided by Clients
8.1 Low Resolution Images
PENNInk Productions reserves the right to decline the use of low resolution or poor quality images. In the interests of maintaining quality and performance on the Web, original high resolution images supplied The Client are preferred instead of already optimised and resized images.
8.2 Preparation of Content
The Client may give exact and detailed instructions for copy and layout submitted in clear printing or type, or, in the case of layout, explicit draft format, but it must be understood that we will prepare content for The Client’s order in accordance with our professional judgment. We cannot be held responsible for errors arising from ambiguities.
8.3 Correction of Typographical and Grammatical Errors
PENNInk Productions reserves the right to make spelling and grammatical corrections prior to proofing and approval by The Client.
8.4 Infringement of Copyright and Trademark
The Client must ensure that all materials submitted are legal and suitable for publication. This includes careful attention to avoid copyright and trademark infringements.
8.5 Suitability of Material for Publication
PENNInk Productions will refuse to work with any materials that are, or may be considered to be, illegal, obscene, libellous, inappropriate or otherwise unsuitable for publication.
8.6 Claims and Costs incurred
Notwithstanding the above, the Client agrees to indemnify PENNInk Productions against any claims and costs incurred as a result of publishing content for the Client that is, or may be considered to be, illegal, obscene, libellous, inappropriate or otherwise unsuitable for publication or which constitutes, or may be considered to constitute, an infringement of rights.
9. Cancellation
9.1 Cancellation Charges
Any confirmed order subsequently cancelled for any reason by The Client before The Work has commenced will be refunded in full. In the event that the Client cancels any order after production has already started, a charge of 50% of the total cost will be charged and, if cancellation takes place once the site launch is in progress, a charge of 100% of the total cost is due. None of these charges is refundable.
10. Orders
10.1 Refusal of Order
PENNInk Productions shall be entitled to refuse any order which they feel they cannot complete for whatever reason.
11. Claims
11.1 Complaints and Claims
Complaints or claims regarding invoices or quality of work will not be entertained unless lodged by the Client within seven days of the receipt of goods.
12. Insolvency
12.1 Client Insolvency
In the event that the Client is unable to settle business debts, for whatever reason, PENNInk Productions reserves the right to cease work on behalf of the Client and charge for work already carried out with immediate effect.
13. Inclusion of Client Work in PENNInk Productions Portfolio
13.1 Use of Client Work in Portfolio
PENNInk Productions reserves the right to reproduce copies of the Client’s completed work in its portfolio for the purposes of advertising and promotion, unless otherwise agreed in writing.
14. Design Credit and Link to PENNInk Productions Website
14.1 Design Credit
A design credit will be included on all pages of web sites that we design. Each credit will be hyperlinked to the PENNInk Productions website.
15. Revisions to our Terms and Conditions
15.1 Revision to Terms and Conditions
We reserve the right to alter our Terms and Conditions at any time without prior notice and Clients should confirm our current Terms and Conditions before placing an order.
16. Complaints Procedure
16.1 Complaints
If for any reason a Client should feel that the service provided by PENNInk Productions has not met their expectations, they should write with full details of their complaint to The Managing Director, PENNInk Productions, 27A Maxwell Road, Northwood, Middlesex, HA6 2XY, who will undertake to deal with their complaint quickly and fairly.
16.2 Arbitration
In the event that this does not satisfactorily resolve the matter, the Client will be referred to an Independent Arbitrator who shall be appointed under the Terms of the Arbitration Act 1996 and whose decision shall be final.
17. Interpretation
17.1 Jurisdiction
Any dispute arising under these Terms & Conditions and any other terms of contract between PENNInk Productions and the Client shall be governed by and construed in accordance with the laws of England and each of the parties hereto submit themselves to the jurisdiction of the English Courts. This Agreement shall be governed by the laws of England and Wales, which shall claim venue and jurisdiction for any legal action or claim arising from the contract between PENNInk Productions and the Client. The said Contract is void where prohibited by law.
17.2 Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the Contract not so held will remain valid and enforceable at law.
Standard Terms and Conditions v. 1.0, 18 March 2016