- Unless otherwise stated in the quotation, fees and expenses quoted are exclusive of VAT.
- We work on an 8 hours per day basis.
- Fixed fees quoted for agreed programmes will be invoiced in advance. Fees based on actual time expended will be invoiced monthly in arrears. All invoices are payable upon presentation.
- Payment for any print-based costs will be charged in full before design assets are ‘sent to print’.
- Payment for full cycle website design will be charged 50% upon contractual engagement – 25% at start of the development phase and the remaining 25% fee upon final sign-off and launch of the website.
- Where arrangements are made for a third party to provide services (such as hosting or print), whether as a sub-contractor or directly for the client’s account, a commission may be taken.
- Additional fees may be charged at our normal hourly rates for each day that the client is late in delivering content, assets, approval or feedback in accordance with the agreed schedule, unless we have received at least five days’ advance notice in writing of such delay in delivery.
- Invoices unpaid after 30 days may attract a surcharge at a rate per annum 2% higher than the base rate as fixed by the Bank of England. We may also suspend all work on a project pending payment of such a late invoice.
- If the project changes materially from the agreed scope, or unforeseeable work beyond that agreed arises, additional fees may become payable but will be notified in advance. Any follow-up work not in the agreed schedule will be charged as it arises on an hourly basis at agreed rates.
- The Client may not terminate a project before completion save without written consent. If any such consent is given, then unless otherwise agreed, it will be subject to a minimum payment by the client of a fee equivalent to time actually spent calculated on a pro rata basis and in accordance with the attached schedule of deliverables, project cost and time schedule, plus 30% of the remaining fee.
- We may terminate a project if, in our opinion, it has for any reason become impossible of performance due to circumstances beyond our control, including unsatisfactory co-operation from the client, and should we do so we will limit our fee to one based on time actually spent and any outstanding payments on the schedule for work not done will then be waived.
3. Warranty and liability
- Clauses 1.h) and 1.i) will not, however, preclude either party from terminating a project by reason of un-remedied material breach by the other party of a fundamental term of the contract, or from exercising whatever rights it then has in law.
- We warrant to the client that all work carried out by us for the client will be performed with reasonable care and skill and as far as reasonably possible in accordance with the schedule of deliverables, the timetables and project costs.
- We will make every attempt to adhere to agreed timetables, but shall incur no liability whatsoever in consequence of missed deadlines for whatever reasons.
- The client will be expected to approve the final project in writing, by email or letter (‘sign-off’) prior to sending the document to print, hardcopies, launching a website, duplication of electronic information (CD-ROMS) or sending of newsletters. We will not be responsible for errors or omissions as the request to send documents for print, launch a website, or the sending of newsletters will be deemed to be sign-off.
- We shall not be liable to the client for any consequences of, and the client shall indemnify us against all losses, liabilities and obligations that we may suffer or incur by reason directly or indirectly of, (1) the sending by us of information or other material by whatever means or medium (including, but not limited to, email, direct mail, HTML, SMS, or letter) to a database or list of contacts provided by the client or (2) anything related to the content or format of any material supplied or requested by the client in connection with a project, including any infringement of the intellectual or other property rights of a third party. We accept no responsibility to the client for the content of the project documents, associated materials or website.
- We will be liable to fix bugs and errors that arise in any code that we shall have supplied to the client or its order for a period of three months after the launch or completion of the relevant project (whichever is the earlier) provided the client notifies us in writing of such bugs and errors within three months from launch and provided further that these are not attributable to changes made to the code or configuration by the client or any third party.
- We will not be liable for any loss of turnover, sales, revenue, profit or other indirect consequential or special loss.
- The client is solely responsible for the renewals of URLs unless it has been agreed that the domain name remain under the control of SBS in which case automatic renewal setup but payment must be made by the client before the renewal date. SBS will work to schedule this with the client.
- Where we have provided web hosting, it is the client’s responsibility to back up data, and we shall have no responsibility for data loss, loss of turnover, sales, revenue, profits, or any direct or indirect consequential special loss due to a malfunction on the server. Additional terms and conditions for the hosting will be applicable.
4. Codes and design, code and technology
- We retain sole ownership of all bespoke programming, code and other technology developed for this project, as this forms part of a library of routines which are our intellectual property, unless otherwise agreed (e.g. Apps).
- The client shall free of royalty enjoy unlimited licence for the usage of the design and or code for a specified project only, and may modify or alter the design/functionality in line with its requirements. The client may not copy, resell, redistribute, or use the design and or code for any purpose other than the specified project own purpose other than the specified project, or allow any third party to do so.
- The copyright of all approved designs will be freely assigned to the client for use in the specified project on completion and receipt of final payment. We will retain the right to use these designs for promotional purposes on the basis that no sensitive information or live data will be used. The parties shall work together to ensure a suitable example of the site is used.
- SBS retains the moral right to be asserted as the author of the solution, in the form of ‘Design/Website produced by Silverback Studios Ltd.’ This will take the form of a credit and or links and meta tags in the HTML source code.
- Browser support – we will not support browser versions that either by default account for less than 1% of web traffic (according to W3Schools.com or are no longer supported by the company which developed them (e.g. see Microsoft.com/en-gb/windowsforbusiness/end-of-IE-support).
- Some features of your website or our products and services may be based on software or items provided by third parties, such as shopping cart software or banking. By accepting our terms and conditions, you are also agreeing to comply with the license and/or the terms and conditions in relation to any software or items provided by third parties, any such software is provided on a recommendation only basis, without warranty and you specifically agree that we can not be responsible for any faults, failures, errors, or issues relating to the operation of third party software nor the availability of updates and upgrades. The client understands that they are directly responsible for all legal requirements pertaining to the third party software license and act accordingly.
- All information supplied by the client will be treated as confidential, unless or until it is within the public domain. Information required by statutory bodies (for example the Stock Exchange) will not be unreasonably withheld. This clause is, however subject to the terms of any separate confidentiality agreement which is already in place.
6. Changes or additions to the terms and conditions
- No variations of or additions to these terms will be enforceable unless agreed in writing by both sides. We may, however, modify or add to these terms in line with any changes to our terms of business with our customers generally, provided such modification or addition does not materially detract from the contractual rights of the Client.