Terms of Business
1st February 2014
1. AeroDigital is a trading name of AeroDesigns Web and Media Limited whose office is located at Arch Centre for Enterprise, Lintonville Parkway, Ashington, Northumberland, NE63 9JZ and will henceforth be referred to as “AeroDigital”.
2. These terms and conditions apply to the creation by AeroDigital of any website and associated hosting and maintenance services or creation of ‘other multimedia solutions’ (as defined below) or graphic design and printing for a client – henceforth referred to as the “Client”.
3. These terms and conditions are intended to form a binding contract between AeroDigital and the Client, which should be interpreted only under English (UK) law. Nothing in the following clauses overrides any rights that the Client has in law, other than where it is agreed in law that this is allowable.
Acceptance of Terms of Business
3.5 By commissioning AeroDigital you agree to be bound by these Terms And Conditions and to any additional guidelines, restrictions, or rules that may be posted in connection with specific sections or services of AeroDigital. All such additional posted guidelines, restrictions, or rules are hereby incorporated by reference into these Terms And Conditions. AeroDigital reserves the right to make changes to this Site and to these Terms And Conditions at any time without prior notice. You should review these Terms And Conditions each time you access this Site or commission the services of AeroDigital.
4. Upon receipt of confirmation of an order for an AeroDigital website, a minimum of 50% non-refundable deposit must be paid by the client before design will commence. The deposit can be paid either by cheque, bank transfer, postal order or using credit or debit cards via Paypal. Any payments made using Paypal will incur a 4.0% surcharge. Returned cheques will incur an additional fee of £25 per returned cheque. AeroDigital reserves the right to consider an account to be in default in the event of a returned cheque. Upon receipt of the deposit, AeroDigital will undertake to do the following:
- If required, register (and pay for) a suitable website name such as yourbusiness.co.uk – which will be registered in the Client’s name and for the Client’s exclusive use with Nominet (the UK registration authority) or such other authority as is relevant. Please note that AeroDigital is acting as the Agent for the Client, and this forms a contract between the Client and the Naming Authority, such as Nominet for example. Nominet’s terms are given on www.nominet.org.uk. The Client acknowledges that there is no guarantee that the domain name chosen by the Client will be available and that until written confirmation is received from AeroDigital the Client cannot assume that the registration of their chosen domain name has been successful. It is the responsibility of the Client to ensure that the domain name they choose in the web design questionnaire does not infringe the rights of any third party. The Client indemnifies AeroDigital from any actions resulting from the infringements of any third party with respect to the domain name.
- Design and create in timely fashion a website with an appropriate navigation system. Websites will be designed such that they are suitable for display at screen resolutions 800 by 600 and 1024 by 768 (or equivalent) in Internet Explorer, Mozilla Firefox, Netscape and Opera web browsers (latest versions), and running on PCs running Microsoft Windows 95 or later.
- Incorporate into the website such text and pictures as are supplied in suitable form by the Client. It is the Client’s responsibility to ensure that they have the necessary copyright to use any images which they supply for use on their website, and the Client indemnifies AeroDigital against any action resulting from any failure on their part in this matter. NOTE. Where pictures are supplied by AeroDigital for a website then the Client has non-exclusive use of these images which may not be used other than on the website. The customer agrees to supply AeroDigital with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.
- Provide, if required, a standard end-user enquiry form that will allow website users to contact the email address nominated by the Client to AeroDigital.
- Provide an initial hosting service without charge so that the Client can view their draft site.
5. The AeroDigital copyright notice and hyperlink must remain on the footer of the designed site. The customer also agrees to AeroDigital to place websites and other designs, along with a link to the client’s site on AeroDigital own website for demonstration purposes and to use any designs in its own publicity.
Website Acceptance, Ownership & Cancellation
6. When AeroDigital believe that they have completed a satisfactory design for the Client’s website, the Client will be shown the design and asked to approve it. If the Client approves the site, or does so after subsequent agreed changes, then the website will be deemed to be accepted. The site will only be put fully live on the internet under the Client’s website name once Client acceptance has been received and the final agreed design payment has been made. The date when the website is put fully live under the Client’s website name is the ‘go-live’ date.
7. AeroDigital reserve the right to cancel this contract at any time without explanation or compensation, returning all materials supplied and returning any fees paid (less expenses directly incurred in registration of a website name for the Client and less a fee deemed by AeroDigital to be commensurate with the work already completed).
8. Ownership of the website remains with AeroDigital until Client acceptance has been received. Thereafter AeroDigital grants the Client non-exclusive use of design features and material not originally supplied by the Client. This use is limited to the single Internet site created by AeroDigital under this contract, and comprises solely the HTM and PHP pages created, or their equivalents, and Macromedia Flash .swf files if relevant. If a choice of design is presented, only one solution is deemed to be given by AeroDigital as fulfilling the contract. All other designs remain the property of AeroDigital, unless agreed in writing that this arrangement has been changed.
Rights of Access for Website Construction
The client agrees to allow AeroDigital all necessary access to computer systems and other locations, as required, in order to complete a website project until receiving written confirmation from the client advising otherwise, including the necessary read/write permissions, usernames and passwords. The customer also agrees to allow AeroDigital access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.
9. Client MAINTAINING OWN WEBSITE. In this case the Client will be provided with logon details and password, using whichever software package they choose. No additional charges are made. Any page which has been amended directly by a Client becomes the Client’s own responsibility including the provision of backups. AeroDigital will, at their sole discretion, offer reasonable assistance in resolving issues that arise.
10. AeroDigital MAINTAINING WEBSITE – MINOR EDITS. AeroDigital will, at no charge, make minor edits on request to an existing website created and hosted by AeroDigital. A minor edit is one of the following:
- a change to or addition of a telephone/fax number, email address or postal address
- a correction of a spelling mistake or other ‘typo’.
- a change to opening times or equivalent features.
- a change to prices (limited to 20 products, thereafter chargeable).
- a change of up to 30 words within one paragraph.
11. AeroDigital MAINTAINING WEBSITE – MAJOR EDITS. If the Client requests changes to an existing website which fall outside of the ‘minor edits’ defined above, AeroDigital will be entitled to raise a pre-agreed charge on a per occasion basis (which covers all changes made at one time), to be paid in advance. AeroDigital reserve the right to judge whether the scope of such a potential edit has been exceeded and actually contitutes a major site redesign.
12. Clients should note that AeroDigital use several third party hosting services, and reserve the right to change the hosting service used at will so as to provide the most reliable and cost-effective service possible.
13. The annual hosting fee is designed to be suitable for typical small business use. It is not suitable for any site which makes heavy use of bandwidth through use of multimedia or otherwise, or which attracts a mass market audience. AeroDigital therefore reserves the right to immediately withdraw from, or renegotiate hosting services with, any Client whose use of bandwidth or storage space is deemed by AeroDigital as inappropriate to the AeroDigital hosting service.
14. AeroDigital does not allow its hosting facilities to be used for illegal, immoral or distasteful websites. The Client agrees that any content introduced to the site may be inspected by AeroDigital staff without hindrance and notes that hosting may be withdrawn without notice if such content is found. The client acknowledges that they are wholly responsible for the content of their website, and the client indemnifies AeroDigital for any claims made to the client as a result of their website content.
15. Where AeroDigital host a domain name, email services are provided as follows unless otherwise agreed:
- up to 10 POP email addresses;
- email forwarding as required.
- maximum email storage of 50Mbytes per mailbox
- maximum individual email attachment size of approx 5MBytes
Other Multimedia Solutions
16. Where AeroDigital are asked to create ‘other multimedia solutions’ (for example, CD delivered multimedia) then a bespoke price will be agreed, with an advance payment of 100% of the production cost due in advance, 40% on delivery of an agreed final version, and 10% two weeks thereafter.
17. The provisions made elsewhere in this document with regard to creation, maintenance, copyright, ownership and liabilities apply equally to ‘other multimedia solutions’, though interpreted so as to be relevant to the characteristics of ‘other multimedia solutions’.
Graphic Design and Printing
17.05 AeroDigital responsibilities include the following:
17.1 Incorporate into the graphic design such text and pictures as are supplied in suitable form by the Client. It is the Client’s responsibility to ensure that they have the necessary copyright to use any images which they supply for use on their website, and the Client indemnifies AeroDigital against any action resulting from any failure on their part in this matter.
Search Engine Optimisation Packages
AeroDigital can not guarantee results, however will guarantee that we will perform Search Engine Optimisation (SEO) to the best of our ability, always working within the parameters and rules of the Search Engines. Unless otherwise agreed, AeroDigital will provide each client with search engine ranking reports on a monthly basis. Search engine ranking reports will be based primarily on the search engine Google unless agreed by AeroDigital. (Or the site is multilingual or hosted in Europe where we will provide search engine ranking reports on the appropriate search engine.)
AeroDigital aim to achieve, wherever possible, a Top 10 ranking on Google for all mutually agreed key phrases. We would expect to achieve the desired position for your chosen search term within 3-6 months of the optimised pages going live. New sites can take up to 12 months before results become apparent. The work we carry out will benefit positions on search engines other than Google, such as Yahoo and MSN.
Clients have the option to set up a maintenance contract with us, to monitor and maintain the positions.
Definition of results:
Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, it is not possible to give a 100% guarantee for any specific result on any search engine, nor can we quantify the level of increased traffic or return on investment, as a result of the SEO campaign.
Both on-page and off-page SEO techniques will require FTP access to the website. Prior to embarking on the SEO campaign, it must be agreed that AeroDigital is granted access the site to implement changes, alternatively agreeable with the client that they will take responsibility for making the required changes/updates on request and within a reasonable timescale.
It is vital to the success of your SEO campaign that your website is hosted on a reliable server which should be UK based. Alternatively if your SEO strategy is targeting a European audience, it is preferable that your website is hosted on a server in the country of origin / interest.
AeroDigital reserve the right to terminate your service at any time if it is suspected that the target web site (i.e. the web address optimised during the campaign) or web pages linked to, are involved in any search engine promotion technique deemed to be unethical by AeroDigital.
AeroDigital is not responsible for any adverse affects on search engine ranking or additional costs incurred if the client has engaged in overwriting SEO work carried out on the site. I.e. client webmaster making changes and uploading over work already provided, or changes made to the Web site by other parties that adversely affect the search engine rankings of the Client’s Web site.
As search engines change their ranking algorithms on a regular basis, no guarantee can be given as to how long a site will retain its ranking unless a maintenance contract is set up with AeroDigital. Additionally, new sites and potentially competitor web sites are being optimised and submitted every day. The best way to ensure that you maintain your rankings, once achieved, is to arrange a maintenance contract with AeroDigital.
Logo Design Services
If your AeroDigital project involves the development of a logo design, you acknowledge and agree to the following:
- a. AeroDigital is only providing logo design services and has no obligation or duty of any kind to provide any legal advice or other service to you regarding the logo or to perform any trademark clearance search or any other enquiry of any kind related to the logo. It is solely your responsibility to determine if the logo is suitable and appropriate for your use and to obtain the advice of a solicitor regarding whether the logo is legally available for your use and does not infringe the rights of another party.
- b. AeroDigital does not guarantee that your logo will not have similarities to logos designed by AeroDigital for other parties. You are obtaining no right or claim of any kind to any individual design element or elements of the logo apart from your logo as a whole and AeroDigital reserves the right to use one or more of the design elements in other logo design projects for other parties in the future.
- c. The logo artwork will be made available to you in a mutually agreed format upon full payment of due amounts. AeroDigital reserves the right to display the logo in AeroDigital advertising, promotional, and corporate materials related to its logo design services.
An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque. AeroDigital shall be considered entitled to remove AeroDeisgns’ and/or the customer’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries. Removal of such materials does not relieve the customer of it’s obligation to pay the due amount. Customers whose accounts become default agree to pay AeroDigital reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
The client agrees to AeroDigital’ definition of acceptable means of supplying data to the company. Text is to be supplied to AeroDigital in electronic format as standard text (.txt), MS Word (.doc) on floppy disc, or CD-ROM, or via e-mail. Images which are supplied in an electronic format, are to be provided in a format as prescribed by AeroDigital via floppy disc, CD-ROM, DVD or e-mail. Images must be of a quality suitable for use without any subsequent image processing, and AeroDigital will not be held responsible for any image quality which the client later deems to be unacceptable. AeroDigital cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials. Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services.
Timescales & Project Durations
Any indication given by AeroDigital of a design project’s duration is to be considered by the customer to be an estimation. AeroDigital cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by AeroDigital for the initial payment or by date confirmed in writing by AeroDigital.
Search Engine Submission
Due to the infinite number of considerations that search engines use when determining a site’s ranking, AeroDigital cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added.
Rights of Refusal
AeroDigital will not include in its designs and websites, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. AeroDigital also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that AeroDigital does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the customer is obliged to allow AeroDigital to remove the contravention without hindrance, or penalty. AeroDigital is to be held in no way responsible for any such data being included. The customer acknowledges that AeroDigital will remove a customer’s website from the Internet should the website contain any material deemed by AeroDigital to be immoral, offensive, obscene, illegal or if it is believed by AeroDigital to be used for fraudulent activities. AeroDigital will not be liable to the Client, or any other third-party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising from the removal of a client’s website from the server.
Cancellation of website design, hosting or search engine optimisation orders may be made initially by telephone contact, or e-mail, however, following this, AeroDigital will need formal notification in writing to the company’s postal address. In the case of a website design, the client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 30 days. Please note: any cancellation which is not formally confirmed in writing and received by AeroDigital within 14 days of such instruction being issued, will be liable for the full quoted cost of the project. Orders which include printing services can only be authorised for cancellation at the discretion of AeroDigital.
Once a client has approved the quote supplied by AeroDigital and has paid the initial deposit, the Terms and Conditions and order are deemed to have been accepted by the client. Once an estimated date for completion of the project, or website launch have been notified in writing by email or letter from AeroDigital to the client, the client is obliged to meet this deadline. If the client fails to provide any of the materials necessary to faciliate the launch of the website, then after seven days the client must pay 50% of the remaining outstanding balance (due immediately), and weekly thereafter until all material is provided for the website launch. The client will be notified in writing by email of this, and if a payment has previously been made on a debit or credit card then payments will be collected from this card automatically. These payments will be deducted from the client’s outstanding balance and the total collected will never exceed any remaining balance.
Limitations of Liability
18. Where Clients use a third party product or service (e.g. Macromedia Contribute for website editing or PayPal/Worldpay for e-commerce) then their relationship is exclusively with the supplier of that product. Though AeroDigital may introduce these products and services, it is entirely up to the Client to inform themselves both as to benefits and risks and to correct usage.
19. The Client should note that the internet is operated by many companies not under AeroDigital control, and that it is therefore not possible for AeroDigital to guarantee quality of service beyond using reasonable endeavours to solve Client issues.
20. AeroDigital can in no circumstance be responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take resonable steps to investigate the materials we recommend, we accept no responsibility for the performace or quality of materials or any consequential loss arising from their failure. The customer agrees not to hold AeroDigital responsible for any such loss or damage. Any claim against AeroDigital shall be limited to the relevant fee(s) paid by the customer in the relevant order.
20.5. AeroDigital reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. AeroDigital will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
21. Whilst every effort will be made to ensure stringent quality and error checking, AeroDigital will not be liable to the Client, or any other third-party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the website, even if AeroDigital has been advised of the possibility of such damages. At no time will AeroDesign’s responsibilities for accidentally including erroneous information extend beyond reasonably correcting the error.
22. AeroDigital shall not be liable for any failure to register or renew any website name (domain name) as requested by the Client, or for any delay in so doing which results in the loss of the domain name. Clients are advised that registration is ultimately their responsibility and that they can check status of any domain name through www.nominet.org.uk or www.internic.net/whois.html as appropriate.
23. AeroDigital shall not be liable for the loss or delay of any email directed to or from an email address supplied under the AeroDigital service. Clients are advised that it is their responsibility to perform regular checks that their AeroDigital email is fully operational.
24. AeroDigital shall not be liable for breaks in service or availability of the Client’s website, except insofar as it will extend the hosting period paid for proportionately to any such break in service greater than 24 hours.
25. AeroDigital shall not be liable for the misuse of data of any kind associated with the website and obtained in a fraudulent or illicit manner by third parties.
26 These terms constitute the entire agreement between AeroDigital and the Client, notwithstanding any previous agreement be it written or oral or in any other form. Heading are indicative only, and should not be used to further define any clause. Any variation to these terms are valid only if agreed in writing and signed by a Partner of AeroDigital.
27. AeroDigital makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. AeroDigital will not be held responsible for any and all damages resulting from products and/or services it supplies.