Definitions

• "EWD" means Edinburgh Web Designs, Studio 4.11, Art's Complex, 151 London Road, Edinburgh, EH7 6AE.
• "Client" means the client with whom EWD makes the contract. The client includes individuals who reasonably appear to act with that client's authority.
• "Project" refers to any IT-related development work carried out or proposed to be carried out for the Client by EWD including but not limited to website packages, website development projects, web development work, IT support, website support, graphical or artistic work, branding etc.
• "Domain name" refers to all domains either registered through us or transferred to us.
• "Hosting" refers to any website hosted on our servers and includes the provision of e-mail service.

Responsibilities of EWD

1. We agree to provide services in accordance with these terms and conditions.

2. We will apply the necessary skills and expertise in order to deliver a highly professional and efficient service.

3. We will endeavour to work with any timescales agreed between ourselves and the client, provided that the client has provided all of the necessary information, materials, authorisations and payments to complete or progress with the service. In the unlikely event that we are unable to meet a deadline, for example through staff illness or circumstances beyond our control, we will endeavour to inform the client in advance.

Client Responsibilities

4. The client shall be responsible for providing any required materials, information, feedback and authorisations in respect of our services in a timely fashion. If a estimated completion date has been agreed for the project, then the client agrees to provide any required feedback, authorisations, answers to questions materials or payments within 3 business days of us making a request.

5. It is the client's responsibility to provide us with a viable contact telephone number if they will be away from their usual business premises (for example on holiday), and to ensure they can obtain internet access to review website changes and give any required feedback within 3 business days. Alternatively, the client may appoint an authorised representative to make decisions on their behalf.

6. Once a contract has been entered into the client agrees to pay any required deposit in advance or upon receipt of an invoice. The full amount becomes due upon completion of the service (or at agreed intervals for ongoing services). The client will not be expected to pay the full amount for website design until completely satisfied with their website.

7. The client shall make sure that they have access to any necessary computing facilities and adequate IT skills in order to access our services on the internet, configure and use e-mail and provide any necessary information and materials to us in the required format. We shall, however, at our discretion, help clients who are not IT literate or do not have a computer to access and use our services.

Payment Terms

8a. A returnable deposit of 25% of the project fee is required to start your web design project. In the unusual instance that a client is not entirely satisfied with the direction or quality of one of the design concepts we present, they will give us timely, adequate feedback and an opportunity to amend the design concept to their satisfaction or to create a new design concept.

8b. Your deposit is only returnable in the event you remain dissatisfied with the graphical design concepts we present to you, having given us timely, adequate feedback and an opportunity to amend the design concept. It is strictly non-refundable for other reasons, such as if you go out of business or decide to discontinue work on your website for other reasons, or for any other reason than being dissatisfied with the quality of the design concepts we present. We shall be the sole arbiters of the reason you have decided to discontinue work on your website.

9. A further 50% payment is due when you approve the design concept for conversion to HTML. Once you have approved this concept, your deposit and any subsequent payment you have made or choose to make becomes non-refundable.

10. The balancing 25% payment is due when you approve the final completed website before the website is switched to live mode (becomes publicly available). The balance shall not become due for a website until you are satisfied with the result. In the unusual instance that a client is not entirely satisfied, they will give us adequate feedback and timely feedback (within 3 business days) to amend the website to their satisfaction. When final payment is received, the website will go live immediately (within 2 business days).

11. Payments are due by the Invoice Due Date at the latest. EWD's payment terms are fourteen (14) calendar days. However, in order to progress a project, it may be necessary for a client to make any of the staged payments in a much shorter timescale (within 3 business days) in order to allow us to keep to any estimated timescale for the project. In the unusual instance that a client is not entirely satisfied, they will give us timely (within 3 business days), adequate feedback and an opportunity to amend the website to their satisfaction.

12. All charges/fees payable by you to us in relation to any quotation you have received from us shall be due as indicated on the invoice and under no circumstances payable later than fourteen (14) days of the date of our invoice.

Late Payment
13. We are a signatory to the UK Government's Better Payment Practice Code. Where payment is not received by the due date shown on the invoice, we reserve the right to charge interest. This will be applied in line with the DTi "Better Payment Practice" guidelines of 8% plus the prevailing Bank of England reference rate. For example, if the Bank of England reference rate for the period in question is 5.50%, the total interest rate chargeable to the client will be 13.5%. Under the Terms of the guidelines and associated legislation, EWD may also charge a compensation payment (normally 10%).

14. EWD reserves the right to revert or remove developed web content from the Internet if payment is not made by the due date of the invoice. If your website or domain name is hosted with us, we may suspend your website hosting or remove your website from the internet in relation to any late or non-paid invoice for any product or service we have provided you with. Under no circumstances will we be liable for any inconveniences you suffer or losses you incur as a result of suspension of your website under these circumstances. In order to safeguard your website and internet presence, it is solely your responsibility to pay any invoices we issue you with by the due date.

15. Problems making timely payment are usually the result of procrastination, poor organisation or poor communication channels in a company's accounting department. If a payment delay is anticipated, please contact us to discuss this in advance.

Cancellation or Postponement
16. If the client wishes to cancel their order with EWD or cannot proceed for whatever reason, they will notify EWD as soon as possible by email. In the event that work is postponed or cancelled at the request of the Client, EWD shall retain any deposit if one has been made or calculate any payment due based on the number of hours already invested in the project at the EWD standard rate of £25 per hour. If payment is due, this will be invoiced to the Client within 7 days of the Client's notification of cancellation or postponement. Final payment will be due under EWD's standard payment terms as listed above.

Website Design and Web Development Projects
17. During the website design process, we will produce a design concept or concepts based on the ideas and preferences we gathered from you at the Project Questionnaire stage. If none of the concepts are to your satisfaction, we will continue working on new concepts based on your feedback of our presentation, and we will make a further presentation. Usually, our first presentation is sufficient.

18. Once you have chosen a design concept, we will revise it as necessary and according to your feedback until you are satisfied with the result.

19. Once we have completed the graphical design of the website, we will continue to liaise with the client to ensure that they are satisfied with the design, layout and structure of the website.

20. EWD will endeavour to professionally design any website in accordance with current industry standards available at the time. This shall include optimising the website for search engine performance and submitting the website details to Google. However, we shall not be responsible for Google's acceptance or rejection of the website submission or for the performance and ranking of the website in any search engine.

21. We do not guarantee that any website will generate visitors, enquiries or income. This will depend upon the client integrating the website into their overall marketing strategy, and the client is entirely responsible for that integration. This includes ensuring that the graphical design concept the client approves during the website development process is suited to their target audience and market, and that the layout, structure and content of the website is appropriate to their target audience and market. Under no circumstances shall EWD be held liable, nor shall the client be entitled to any refund of the website development fee on the basis of their website failing to generate visitors, enquiries or income at any level.

Estimates and Quotations

22. A firm quotation can only be given for a website when all of the features of the website have been discussed and agreed. Any estimate given under any other circumstances is for general guidance only and may be subject to change at the quotation stage. Quotations remain valid for 30 days from the date they are given.

Agreement to Contract Electronically

23. The Client confirms that by paying any deposit due on their project or by replying to the email enclosing the Order Form for their project and appending "Agree" to the subject line, that they have read, agreed to and accepted these terms and conditions. Paying any deposit due or appending the word "Agree" to the subject line of the email enclosing the Order Form shall have the same legal force and effect as a written contract with your written signature and satisfy any laws that require a writing or signature. You shall not challenge the validity, enforceability, or admissibility of these terms and conditiions on the grounds that it was electronically transmitted or authorised. In addition, you acknowledge that you have had the opportunity to print the Order Form and physically sign and return it by postal mail.

Authorisation

24. A clear indication of approval in an email from the Client, or any individual who reasonably appears to act with that Client's authority, or payment of any invoice issued as a result of a quote or estimate, indicate authorisation from the Client to proceed with the respective project. You affirm that you are a legally authorised representative and are committing to pay for all fees incurred in the production of the project and that you agree to and will abide by these terms and conditions.

Client Amendments

25. It is common for clients to have new ideas and make requests for additions to their project which are out-with the scope of the original output of the Project Questionnaire. In this event, EWD will email the Client an estimate for the cost of the project additions and changes requested, based on the EWD standard rate of £25 per hour. If the Client replies to that email with a clear indication of acceptance, EWD shall proceed with the project changes and additions and add the cost to the Client's final invoice. EWD aims to be accurate with estimates, though the complicated nature of web development work may present unforeseen factors. Therefore, EWD's estimate may increase (not normally by more than 20%) in the final invoice.

Completion Date

26. EWD and the Client agree to work together to complete the development work in a timely manner. Any due date agreed with the client relies on timely (within 3 business days) feedback, decisions and authorisations when required from the client as the project progresses. For example, this would include feedback on the initial design concept, feedback on further revisions to the design concept, feedback on the HTML-coded version of the website and responses to any questions we may have for the client during development.

27. Any due date also relies on timely payment (received within 3 business days) of any amounts agreed in the payment schedule to allow us to progress the project.

28. If the client is unable to meet these obligations, we will re-arrange a later due date for the project in collaboration with the client.

Intellectual Property Rights and Other Consents
29. You are solely responsible for obtaining any and all necessary intellectual property rights clearances and/or other consents and authorisations in respect of text, image and other content you provide to EWD for the purposes of designing your website and populating it with content.

30. Upon payment of the final balance, copyright of all HTML code and images in a website project shall pass to the client. Until that time copyright of all project materials created by EWD remains with EWD.

31. All code parts produced during the work relationship shall be owned by EWD and may be reused in future projects, although the actual implementation (website, web app, etc.) of that code is solely the client's, and EWD shall not reproduce that same final implementation elsewhere.

Promotional Use
32. EWD may reproduce any design, artwork, or layout in promotional materials such as their website portfolio, brochures and emails, unless otherwise requested by the client. EWD may use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes, and the marketing of EWD. Where applicable, the client will be given any necessary credit for usage of the project elements.

Domain Name Registration
33. We are not a domain name registrar nor do we aim to provide a market-competitive domain registration service. However from time to time, we may at our discretion assist non-IT literate customers by purchasing and administering domain names on their behalf at their request. We will apply and invoice an annual fee to cover our reasonable costs, including a reasonable mark-up to cover time and resources in providing this service.

34. The registration of the domain name and its ongoing use is subject to the relevant naming authority's terms and conditions of use and you are responsible for ensuring that you are aware of those terms and conditions and can and do comply with them. For Nominet terms visit www.nominet.org.uk and for Icann terms visit www.icann.org.

35. We accept no responsibility in respect of the use of a domain name by you and any dispute between you and any other individual or organisation regarding a domain name must be resolved between the parties concerned and we will take no part in any such dispute.

36. If the domain is included in a website package then the cost of the domain name will be included as part of the website package in the first year. In the years thereafter, the domain name will be invoiced separately on an annual basis. The fee will cover our reasonable costs, including a reasonable mark-up to cover time and resources in providing this service.

37. Transfer of a domain name from our registrar is subject to an administrative charge of £25.

Website Hosting/ E-mail
38. If free hosting is supplied as part of a website package, we will specify for how many years this free hosting applies. Once that period expires, you will either have the option to renew your hosting with us for a specified monthly fee, or to transfer your website to another web hosting provider of your choice. You will be responsible for researching, finding and initiating contact with an appropriate new hosting provider and paying any required fees to open a hosting account. We will transfer your website to the new hosting provider on payment of a fee based on our hourly rate of £25 per hour to conduct the transfer. Alternatively you can make arrangements to transfer it yourself.

39. We specifically exclude any warranty as to the accuracy or quality of information received by any person via the Server and in no event will we be liable for any loss or damage to any data stored on the Server. You are responsible for maintaining insurance cover in respect of any loss or damage to data stored on the Server. This does not affect your statutory rights as a consumer.

40. You warrant to us that you will only use your website for lawful purposes. In particular, you further warrant and undertake to us that:

• a. you will not, nor will you authorise or permit any other party to, use the Server in violation of any law or regulation, or violation of any of our Terms and Conditions.
• b. you will not knowingly or recklessly post, link to or transmit:
• i. any material that is unlawful, threatening, abusive, harmful, malicious, libellous, defamatory, obscene, pornographic, profane or otherwise objectionable in any way; or
• ii. any material containing a virus or other hostile computer program;
• iii. you will not post, link to or transmit any material that shall constitute or encourage a criminal offence, give rise to civil liability or that violates or infringes any trade mark, copyright, other intellectual property rights or similar rights of any person, firm or company under the laws of any jurisdiction; and the Terms and Conditions contained here.
• iv. you will conform to the standards made available by us from time to time and will not yourself, and will ensure that none of your end users, make excessive or wasteful use of the Server to our detriment or that of our other customers.
• v. you or your end users will not send any bulk unsolicited email.

41. You are responsible for sending mail in accordance with any relevant legislation (including data protection legislation) and for sending the same in a secure manner. We will take all reasonable steps to ensure accurate and prompt routing of messages but we will not accept any liability for non-receipt or misquoting or any other failure of email.

42. You warrant, undertake and agree that:

• a. you will keep secure any identification, password and other confidential information relating to your account and you will notify us immediately of any known or suspected unauthorised use of your account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of your password information. Whilst we shall use reasonable endeavours to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers.
• b. If your web site is causing disruption to the other users on the server we reserve the right to remove or suspend the site as we see fit and terminate the agreement forthwith.
• c. Bandwidth and hard disk space on web hosting plans included with website packages shall be limited to a reasonable amount, with what is reasonable being decided at EWD's discretion in accordance with prevailing hosting trends of the time and the normal requirements for normal small - medium sized website. Bandwidth and or disk space charges will be applied to any web hosting account deemed to be using more than a reasonable amount.

43. EWD is not responsible for the backup of any files on its servers. Should data be erased due to hardware failure or any other reason, we will not be responsible for any resulting financial loss whatsoever. Clients are responsible for retaining a backup of their website on a local disk.

44. We have the right to terminate services without giving a refund and without prior notice:

• a. if the customer is consuming our time dealing with unwarranted complaints or legal matters or if the customer is endangering our system or overloading the network.
• b. the server is being used for activities we deem inappropriate.
• c. the server is being used for criminal activities.
• d. the unauthorised use of IP numbers, flooding, sniffing, netmasks, gateways, etc.

45. We shall use reasonable endeavours to provide continuing availability of the Server, email accounts and the Services but we shall not, in any event, be liable for Service interruptions or down time of the Server. Many computer faults are beyond our control and we shall try our best endeavours to fix them for you as soon as we can.

Indemnity
46. You agree to indemnify and keep indemnified and hold us on demand harmless from and against any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Server, and in respect of all losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered and howsoever incurred by us in consequence of your breach or non-observance of these terms of business. This does not affect your statutory rights as a consumer.

Termination
47. We may terminate this agreement forthwith if you fail to pay any sums due to us as they fall due.

48. We may terminate this agreement upon written notice if you breach any of these terms and conditions and you fail to correct the breach within seven days following written notice from us specifying the breach, or if you are a company you go into insolvent liquidation, or if you are a person who is declared bankrupt.

49. On termination of the agreement we shall be entitled immediately to block your website and to remove all data located on it. We will hold such data for a period of seven days and allow you to collect it at your expense, failing which we shall be entitled to delete all such data. We shall further be entitled to post such notice in respect of the non-availability of your website as we think fit.

50. We may terminate or suspend any web site which is deemed to be causing a disruptive service to our clients as a whole.

51. You may terminate your account with us if we cannot resolve any technical issues or server problems within a reasonable amount of time. You will receive a refund for the remainder of the contract term. However, we will not refund any used parts of the service.

Limitation of Liability
52. We hereby exclude all conditions, terms, representations (other than fraudulent representations) and warranties relating to the Services supplied under this agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose.

53. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.

54. Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim and provided that you notify us of any such claim within one year of it arising.

55. In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.

Notices
56. Any notice to be given by either party to the other may be sent by either email or recorded delivery to the address of the other party as appearing in this agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by recorded delivery shall be deemed to be served two days following the date of posting.

Law
57. These terms and conditions shall be governed by and construed in accordance with Scots law and you hereby submit to the non-exclusive jurisdiction of the Scottish Courts.

Entire Agreement
58. These terms and conditions together with any document expressly referred to in them, contain the entire agreement between us relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or oral, between us in relation to such matters.

Complaints/ Procedures
59. If you have any complaints, or have a dispute, we will act swiftly to resolve them. If you feel you are entitled to a refund on any of our services, we will act swiftly to resolve the matter. Domain Names cannot be refunded under any circumstances.data. We shall further be entitled to post such notice in respect of the non-availability of your website as we think fit.