Terms and Conditions
The following terms and conditions apply to all services (“Services”) offered by Simon Peter Media Ltd (the “Developer”, “We”, “Us” or “Our”). By accepting a quote from the Developer, you (the “Client” or “You”) are agreeing to the following terms and conditions (“Terms & Conditions”).
1. General Terms
1.1 It is the responsibility of the Client to ensure that it is up to date with all of Our Terms & Conditions.
1.2 It is the responsibility of the Client to ensure (i) its website, or relevant applications and/or (ii) any content (photos, text, video footage, audio voiceover etc) and/or (iii) any layout or design (in each case provided by the Client or third party at the direction of the Client) is lawful and does not infringe any third party intellectual property rights or other applicable laws.
1.3 The Developer reserves the right to refuse to work on a website or project judged as unfit due to its content. This includes sites that contain adult material such as pornography, hatred or discrimination.
1.4 A target date of completion can be supplied on acceptance of a quote by Us, however it cannot be guaranteed.
1.5 Services will be scheduled according to deadlines provided by the Client (where acceptable to the Developer). Failure to meet these deadlines from the Client’s side will result in the Services being rescheduled to the next available date.
1.6 Whilst every effort is made to make websites and/or relevant applications viewable on the most popular browsers available, responsibility cannot be accepted for websites and/or relevant applications that do not display correctly on all browsers or on browsers that are released or updated after completion. Confirmation of compatibility of a specific browser can be made on express application to the Developer by the Client prior to the work being commenced (and a maintenance contract can be entered into to provide a reasonable endeavours obligation to maintain ongoing compatibility with any browsers specifically agreed in the quote).
1.7 Once a Client agrees that development of a website and/or relevant application is complete, it is deemed to be acceptance that the design/development of the website and/or relevant application has met with their requirements.
1.8 You have the right to cancel Your order at any time. In the event of a cancellation, You will be invoiced for the work already carried out over the initial non-refundable 50% based on the current hourly rate. Where less than 50% of the work has been completed and You cancel, no further payment will be required and no refund will be given.
1.9 Changes made by the Client on a content managed website (such as WordPress) remain the responsibility of the Client. Any errors that require fixing will be chargeable at Our then current standard hourly rate.
1.10 Unless expressly stated otherwise in any quote, included in any project price up to £1,600 is a maximum of 2 hours of alteration work to work specified in the original quotation. Projects priced above £1,600 include an additional 2 hours for each £1,000 or part thereof (“Free of Charge Services”). All alterations are to be requested in writing by the Client. The Developer reserves the right to require payment for any further alterations beyond the Free of Charge Services. After the allocated time for Free of Charge Services is used up, either in design or coding, the Developer reserves the right to advise the Client of an estimate of fees required to complete the additional alteration work on top of the initial Project estimate. The Developer reserves the right to require that payment be received for further alterations before continuing work. Upon delivery and successful completion of the work, the Client will confirm within five (5) business days in writing by email or postal mail that the website is signed off as completed.
1.11 If the Client requests design or content alterations to pages that have already been completed, new pages or different functionality other than that specified in the original quotation, the Developer reserves the right to charge separately for these alterations.
1.13 Any estimated timescales provided in quotes, deal memos, contracts or other documents to the Client begin from the time when the final piece of content is provided by the Client.
1.14 Unless otherwise stated in writing and agreed to by the Developer, any and all content (including but not limited to text, images, audio and video) provided by the Client to the Developer must be in its final form, and not an in-progress revision or draft. The Developer will make minor alterations to content once integrated into a website or mobile app, for example if a typography error is identified, but the entire content (or entire pages, sections or paragraphs) will not be replaced by updated versions from the Client.
1.15 The Client will provide all information and documentation which may reasonably be requested by the Developer in order to allow the Developer to fulfil its obligations in a timely manner.
2. Payment terms
2.1 Unless otherwise agreed in writing, an initial non-refundable payment of 50% (or other amount by express agreement in writing) of the quoted price must be provided, before any work will commence. The final payment of 50% (or other amount by express agreement in writing) will be remitted for payment as soon as the website or other relevant application is live.
2.2 All invoices must be paid within 10 calendar days of invoice receipt. This can be in the form of either BACs transfer, debit or credit card via Paypal (fees apply).
2.3 Late payments will be charged interest at a rate of 8% plus the Bank of England base rate from time to time per annum from date of invoice until final payment. If any amounts invoiced are not paid in a timely manner and are overdue, We may, without limiting Our other rights and remedies, immediately suspend Our Services until such amounts are paid in full – provided that We have given the Client ten (10) or more calendar days’ prior written notice that its account is overdue.
2.4 For clients who pay a subscription for Developer retainer services for a guaranteed number of developer days per month, one month’s worth of days can be rolled over to the following month if unused. You cannot roll over unused days to the next month indefinitely.
2.5 We design and develop unique, bespoke custom-made, tailored products to fit our Clients’ needs. As a valued Client, you are paying for our time, knowledge, experience and expertise and We want You to be delighted with what We produce for You. We do not simply sell “off-the-shelf” ready-made products which can be returned. Due to the bespoke nature of our Services, We are not able to offer any refunds in part or total after payment has been made to the Developer.
2.6 Unless otherwise stated, Our quoted fees do not include sales taxes (ie value added tax) and where payable, tax at the applicable rates will be added to the invoice for payment by the Client.
3. Hosting Services
This section applies where hosting services are provided by the Developer.
3.1 The Client shall pay either monthly or annually in advance, as set out in the quote (or in default of any such stipulation in the quote, annually in advance).
3.2 The Developer aims to provide optimised WordPress web hosting twenty-four hours a day, seven days per week, and three hundred sixty-five days per year with 99.9% uptime (per month)
3.3 The Developer aims to respond to support issues, which are reported between 9.00am and 5.00pm Monday to Friday (excluding bank holidays) within 24 hours Monday to Friday. For example, the aim is to respond to an issue reported at 4:55pm on Friday before 4:55pm on the following Monday (excluding bank holidays).
3.4 The Developer will continually monitor the health of the cloud-based web hosting infrastructure.
3.5 The minimum term for hosting services is 12 months as a rolling contract.
3.6 If payment is being made monthly the Developer can withdraw from the agreement at any time with 1 months’ notice in writing and after the initial 12 month term the Client can withdraw from the agreement with 1 months’ notice in writing.
3.7 If payment is being made annually the Developer can withdraw from the agreement at any time with 1 months’ notice in writing (and the remaining time will be refunded based a monthly rate). The Client can withdraw from the agreement with 1 months’ notice in writing, however no reimbursement will be offered.
3.8 The Developer reserves the right to monitor the Client’s usage of bandwidth and system resource, and reserves the right to throttle or disable applicable functions, or re-assess monthly fee to cover the costs of the extra system resources.
4. Intellectual Property Rights
4.1 The intellectual property rights in any material provided by the Client will remain the property of the Client or its licensors (“Client IPR”).
4.2 All intellectual property rights in pre-existing scripts, objects, routines, sub routines, programme utilities, file structures, coding and other materials provided by and/or used by Us or our licensors in supplying the Services will remain Our property (“Developer IPR”).
4.3 Any and all intellectual property rights arising from the creation by Us of the Services (including design, graphics, scripts, source code and content software) and any and all intellectual property rights in and to the source code provided as part of our Services shall belong to Us or our licensors (also “Developer IPR”).
4.4.1 Services are licensed to the Client to use on a non-transferable, revocable, worldwide basis for the business purposes of the Client. Third party software may be subject to additional licensing restrictions (term of licence etc); and
4.4.2 External consultants and subsidiaries of the Client may only use the Services with the prior written consent of the Developer; and
4.4.3 Services may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any applicable law or acceptable use policy (if applicable) is prohibited. This includes, but is not limited to: transmission, storage or presentation of any third party unlicensed copyright material, material that is threatening or obscene, material that is “adult only” content, or material protected by trade secrets and other statute.
4.6 The Client shall take full responsibility for and shall obtain (i) any and all necessary consents, licences and clearances for any third party intellectual property rights and content (including, where applicable, design of the website or relevant application) provided by the Client to Us for incorporation within or use in relation to the Services or (ii) any and all necessary consents, licences and clearances necessary for use of the website or relevant application in respect of the Client’s proposed domain name(s) for provision of Our Services.
5. Indemnity and Liability
5.1 The Client hereby agrees to indemnify and keep indemnified Us, Our employees, officers, agents and contractors and hold Us, Our employees, officers, agents and contractors from and against any breach or unauthorised use of our intellectual property rights pursuant to Clause 4 above and any claim brought against Us or You by a third party resulting from the provision of Services by Us to the Client, the provision of hosting services by the Client or its suppliers and the Client’s materials placed on the website or relevant application including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by Us as a consequence of such breach or non-observance.
5.2 Subject to clause 5.1 above where liability is unlimited, and any applicable laws or areas where liability cannot be limited or excluded (for example death or personal injury, fraud or supply of defective goods), the total aggregate liability of each party under the agreement is limited to 100% of the amounts paid or payable by the Client in the twelve months immediately preceding the events giving rise to the liability.
6. Force Majeure
6.1 We are not liable for any breach of contract or liable for any delay or failure in performance of Our Services under any part of these Terms and Conditions or otherwise when arising from or attributable to acts, events, omissions, accidents beyond Our reasonable control which, without limiting the generality thereof, shall include strikes; lock outs or other industrial action; civil commotion; riot; invasion; war; threat or preparation for war; fire; explosion; storm; flood; earthquake; subsidence; epidemic; pandemic; or other natural physical disaster, failure of the railways, shipping, aircraft, motor transport or other means of public or private transport, political interference with Our normal operations.
7. Applicable Law
7.1 These Terms and Conditions and any contract between the Developer and the Client following hereon shall be subject to Scots law and the parties agree to the sole jurisdiction of the Edinburgh Sheriff Court.
Updated April 2023