Terms and Conditions
These are the standard terms and conditions referred to in the contract between Armitage Online Solutions and [THE CLIENT] for website design and photographic services.
This document details the terms and conditions that apply to websites and virtual tours created by ARMITAGE ONLINE SOLUTIONS. Please ensure you have read and understand the relevant terms for the services that you have requested.
DEFINITION OF TERMS
ARMITAGE ONLINE SOLUTIONS - Andrew Armitage, Hazel Bank, Holme Lane, Allithwaite, Grange over Sands, Cumbria, LA11 7QD, trading as Armitage Online Solutions having its principal place of business at the above address.
The CLIENT - the entity which enters into a contract with Armitage Online Solutions.
Domain Name - the root address of a website, e.g. http://www.webaddress.com. 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.
Host - the company on whose system the Website physically resides.
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.
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 Armitage Online Solutions.
2. FEES
2.1 Fee Payable
A non refundable deposit of 40% of the total fee payable under the contract is due immediately upon the signing of the contract. The remaining 60% shall become due when the Work is completed to the reasonable satisfaction of the CLIENT but subject to the terms of Clause 5.3 Approval of Work and Clause 5.4 Rejected Work hereof. Armitage Online Solutions reserves the right not to begin the Work until the said deposit has been paid in full. The fee quoted in the contract does not include the cost of domain transfer between hosting providers.
DISCLAIMERS
3.1 Third Parties
Armitage Online Solutions can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the CLIENT'S Website, although Armitage Online Solutions will endeavour to ensure that Website downtime is kept to a minimum.
Where the CLIENT uses a third party product or service (e.g. Macromedia Contribute for website editing or PayPal/Worldpay/ProTX for e-commerce) then their relationship is exclusively with the supplier of that product. Though ARMITAGE ONLINE SOLUTIONS 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.
The CLIENT should note that the internet is operated by many companies not under ARMITAGE ONLINE SOLUTIONS control, and that it is therefore not possible for ARMITAGE ONLINE SOLUTIONS to guarantee quality of service beyond using reasonable endeavours to solve CLIENT issues.
3.2 Maintenance and Correction of Errors
ARMITAGE ONLINE SOLUTIONS 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 ARMITAGE ONLINE SOLUTIONS will be corrected free of charge, but ARMITAGE ONLINE SOLUTIONS reserves the right to charge a reasonable fee for correction of errors for which ARMITAGE ONLINE SOLUTIONS 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 ARMITAGE ONLINE SOLUTIONS by the CLIENT.Where the CLIENT has chosen to MAINTAIN THEIR OWN WEBSITE:
ARMITAGE ONLINE SOLUTIONS will ensure that relevant logon details and passwords will be supplied in advance of the 'go live' date. Any page which has been amended directly by a CLIENT becomes the responsibility of the CLIENT, including the provision of backups. ARMITAGE ONLINE SOLUTIONS will, at their sole discretion, offer reasonable assistance in resolving issues that arise.
Online Shopping and eCommerce Websites
Where a CLIENT has requested the development of an eCommerce website (defined as a website where products and/or services are bought and sold online), ARMITAGE ONLINE SOLUTION'S liability is limited to the functionality of the site. It is the CLIENTS responsibility to insert and manage products and prices and ARMITAGE ONLINE SOLUTIONS cannot be held responsible for any pricing or product descriptions discrepancies.
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. Your website will be registered with major search engines unless specifically requested. Should you NOT wish your site to appear in search engine listings it is essential for the CLIENT to make this clear to ARMITAGE ONLINE SOLUTIONS prior to the site being published.
3.4 Consequential Loss
Under no circumstances will ARMITAGE ONLINE SOLUTIONS 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 their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.
3.5 Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. ARMITAGE ONLINE SOLUTIONS is not bound to honour offers that have expired. Offers are not legally binding until an acceptable statement of work has been agreed by both parties. This statement of work must be agreed within the month that the offer is valid. If an acceptable statement of work has not been accepted by both parties within one month of the offer being made, the offer is deemed to have expired.
3.6 Search Engine Listings
ARMITAGE ONLINE SOLUTIONS does not guarantee listings on Search Engines and the CLIENT accepts that it is Search Engines and not ARMITAGE ONLINE SOLUTIONS 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 although highly unlikely, a new website may never even appear on Search Engines at all. ARMITAGE ONLINE SOLUTIONS does not control Search Engines' algorithms and huge shifts can appear daily, weekly and even hourly.
4. ACCEPTANCE OF WORK
4.1 Order Acceptance
Upon receipt of confirmation of an order placed with ARMITAGE ONLINE SOLUTIONS, and an initial fee being paid with the order, ARMITAGE ONLINE SOLUTIONS 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 this forms a contract between the CLIENT and (for example) Nominet. Nominet's terms are given on www.nominet.org.uk
- 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 a minimum screen resolution of 800 by 600 (or equivalent) in Internet Explorer, FireFox, Netscape and Opera web browsers (latest two versions) running on PCs, and FireFox and Safari (latest two versions) running on Apple Macs.
- Incorporate into the website such text and pictures as are supplied in suitable form by the CLIENT.
- Provide an initial hosting service without charge so that the CLIENT can view their draft site.
5. COMPLETION OF WORK AND PAYMENT
5.1 Completion of Work
ARMITAGE ONLINE SOLUTIONS warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the CLIENT. ARMITAGE ONLINE SOLUTIONS will not charge more than the amount previously agreed unless the CLIENT has varied the specifications of the Work since the agreement. ARMITAGE ONLINE SOLUTIONS will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the CLIENT.
5.2 Supply of Materials
The CLIENT is to supply all materials and information required for ARMITAGE ONLINE SOLUTIONS 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'S failure to supply such materials leads to a delay in completion of the work, ARMITAGE ONLINE SOLUTIONS has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. Where the CLIENT'S failure to supply materials prevents progress on the Work for more than 21 days, ARMITAGE ONLINE SOLUTIONS has the right to invoice the CLIENT for any part or parts of the Work already completed.
5.3 Approval of Work
When ARMITAGE ONLINE SOLUTIONS believe that they have completed a satisfactory design for the CLIENT, the CLIENT will be notified and asked to review it. The CLIENT should notify ARMITAGE ONLINE SOLUTIONS, 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 ARMITAGE ONLINE SOLUTIONS as unsatisfactory within the 7 day review period will be deemed to have been approved.
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.
Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the 60% balancing payment under Clause 2.1 Fee Payable will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
5.4 Rejected Work
If the CLIENT rejects the Work within the 7 day review period, or will not approve subsequent Work performed by ARMITAGE ONLINE SOLUTIONS to remedy any points reported by the CLIENT as unsatisfactory, and ARMITAGE ONLINE SOLUTIONS considers that the CLIENT is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and ARMITAGE ONLINE SOLUTIONS can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
5.5 Payment
Upon completion of 7 day review period, ARMITAGE ONLINE SOLUTIONS will invoice the CLIENT for the 60% balancing payment in accordance with Clause 2.1 Fee Payable 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.
5.6 Remedies for Overdue Payment
If payment has not been received by the due date, ARMITAGE ONLINE SOLUTIONS has the right to suspend ongoing work for CLIENT, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, ARMITAGE ONLINE SOLUTIONS 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, ARMITAGE ONLINE SOLUTIONS does not remove the CLIENT'S obligation to pay any outstanding monies owing.
Should a client's website or email services be suspended due the non-payment of account, we reserve the right to add the following charges to the outstanding balance:
- Withdrawal and subsequent re-activation of online services - £50 (+ VAT)
- Late payment surcharges in accordance with the Late Payment of Commercial Debts Regulations 2002. This will amount to a fixed charge of £40 for late payments of less than £1000, £70 for late payments under £10,000 and £100 for late payments over £10,000.
6. INTELLECTUAL PROPERTY
6.1 Offers and Proposals
Offers and proposals made by ARMITAGE ONLINE SOLUTIONS to potential CLIENT'S should be treated as 'trade secrets' and remain the property of ARMITAGE ONLINE SOLUTIONS. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from ARMITAGE ONLINE SOLUTIONS. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
6.2 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 ARMITAGE ONLINE SOLUTIONS for inclusion on the Website. The conclusion of a contract between ARMITAGE ONLINE SOLUTIONS and the CLIENT shall be regarded as a guarantee by the CLIENT to ARMITAGE ONLINE SOLUTIONS 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 copyright infringement.
By agreeing to these terms and conditions, the CLIENT removes the legal responsibility of ARMITAGE ONLINE SOLUTIONS and indemnifies the same from any claims or legal actions however related to the content of the CLIENT'S site.
6.3 Domain Name
Any Domain Name obtained will belong to the CLIENT. The CLIENT agrees to indemnify ARMITAGE ONLINE SOLUTIONS, 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.
6.4 Licensing
Once ARMITAGE ONLINE SOLUTIONS has received full payment of all outstanding invoices and the Work has been approved by the CLIENT in accordance with Clause 5.3 hereof, the CLIENT will be granted a licence to use the Website and its contents.
ARMITAGE ONLINE SOLUTIONS 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 ARMITAGE ONLINE SOLUTIONS under this contract, and comprises of the website pages and code created, embedded content (eg. Macromedia Flash, Apple QuickTime etc.) where relevant, and copy and images supplied by ARMITAGE ONLINE SOLUTIONS.
6.5 Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which ARMITAGE ONLINE SOLUTIONS 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 ARMITAGE ONLINE SOLUTIONS. Unless previously agreed otherwise in writing, no modifications may be made by the CLIENT or any third party to code to which ARMITAGE ONLINE SOLUTIONS or their suppliers owns the copyright. ARMITAGE ONLINE SOLUTIONS acknowledges the intellectual property rights of the CLIENT. Information passed in written form to ARMITAGE ONLINE SOLUTIONS, 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.
7. RIGHTS AND RESPONSIBILITIES
7.1 Right to Terminate
ARMITAGE ONLINE SOLUTIONS 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.
7.2 Events beyond the Control of ARMITAGE ONLINE SOLUTIONS
ARMITAGE ONLINE SOLUTIONS 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 ARMITAGE ONLINE SOLUTIONS.
7.3 Supply and Pricing of Services
ARMITAGE ONLINE SOLUTIONS 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.
8. INTERPRETATION
8.1 Jurisdiction
This Agreement shall be governed by English Law which shall claim venue and jurisdiction for any legal action or claim arising from the contract between ARMITAGE ONLINE SOLUTIONS and the CLIENT. The said contract is void where prohibited by law.
8.2 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.
8.3 Change of Terms and Conditions
These terms & conditions may change from time to time. The CLIENT will be informed of revisions as and when they are issued.
These terms were last updated September 2007
Virtual Tours
INTRODUCTION
These terms and conditions apply to the creation by ARMITAGE ONLINE SOLUTIONS of any photographic imagery, multi-media and associated hosting and maintenance for 'the CLIENT'.
Where requested by the CLIENT, ARMITAGE ONLINE SOLUTIONS will undertake a 'photographic commission' on the basis of an agreed 'brief'.
These terms and conditions are intended to form a binding contract between ARMITAGE ONLINE SOLUTIONS and the Client, which should be interpreted only under English law.
PLACING AN ORDER
Before undertaking a photographic commission, ARMITAGE ONLINE SOLUTIONS must have a clear understanding of the CLIENT's requirements or well defined brief. It may be necessary to undertake a pre-commission evaluation if the CLIENT cannot provide clear information on the location of each panoramic image to be captured. Where a pre-commission evaluation is required, an additional fee of £50 will be payable.
These terms and conditions form part of any order with ARMITAGE ONLINE SOLUTIONS and are available on request or by visiting the ARMITAGE ONLINE SOLUTIONS website at www.armitage-online.co.uk.
PAYMENT
An order will be accepted by ARMITAGE ONLINE SOLUTIONS at an agreed price based on the quantity of virtual tours required by the CLIENT. The agreed price will be payable in full on completion of the commission. ARMITAGE ONLINE SOLUTIONS reserve the right to retain all images captured during a commission until such time that payment has been received in full.
VAT is payable on products and services supplied by ARMITAGE ONLINE SOLUTIONS at the current rate of 17.5%.
IMAGES
Images are made available to the CLIENT for use in on-screen media. This allows the use of imagery and virtual tours in electronic format in websites and presentations.
Panoramic images for print are available from ARMITAGE ONLINE SOLUTIONS. Where an order is placed for a print it is understood that ARMITAGE ONLINE SOLUTIONS will use a third party print supplier and are bound by their terms and conditions. Any delays and failures by third party suppliers will not be the responsibility of ARMITAGE ONLINE SOLUTIONS.
Due to the nature of developing virtual tours, the images captured during the commission may be extensively modified by the software processes involved in delivering the final product. In addition, it is expected that, in some cases, a slight line may be visible in the final panoramic image. This is occasionally unavoidable and will be barely noticeable in the final virtual tour.
YOUR APPOINTMENT
On receipt of a written order, a mutually convenient time will be arranged for the commission to take place. The appointment time may be dependent on the location of the property to be photographed and other factors that may or may not be required to appear in the final images.
It is the responsibility of the CLIENT to ensure that safe and legal access will be granted to the site of the commission, and that all required permissions to photograph the site have been secured. Failure to ensure access and/or permission to photograph the site could result in the full fee being charged should the commission not take place as detailed in the table below.
ARMITAGE ONLINE SOLUTIONS reserves the right to charge the following:
- Cancellation over 1 week in advance of the appointment - no charge
- Cancellation over 3 days prior to the appointment - 20% of the agreed price
- Cancellation over 24 hours prior to the appointment - 50% of the agreed price
- Within 24 hours of the agreed appointment - full amount of the agreed price payable
- No show or lack of access to property - full amount of the agreed price payable
The above charges do not apply if an appointment is cancelled due to adverse weather conditions.
Any additional time spent on site as a result of the CLIENT failing to secure adequate access and/or permissions will invoke a minimum additional charge of £50. ARMITAGE ONLINE SOLUTIONS reserves the right to cancel the commission and charge the full agreed price due to time delays on site greater than 1 hour.
ARMITAGE ONLINE SOLUTIONS will liaise with the CLIENT 48 -12 hours prior to the appointment to confirm the details of the commission and advise on the latest weather forecast where necessary. In some instances confirmation of the appointment will be made on the day of the commission to avoid unnecessary expense and wasted time.
All exterior photography is subject to weather conditions at the time of the agreed appointment. Where exterior photography cannot take place due to the weather, a replacement appointment will me made at a mutually convenient time. ARMITAGE ONLINE SOLUTIONS endeavour to schedule the replacement appointment within 1 week of the original appointment.
COPYRIGHTS AND REPRODUCTION OF IMAGES
The copyright of all images captured by ARMITAGE ONLINE SOLUTIONS remain the exclusive property of ARMITAGE ONLINE SOLUTIONS. The CLIENT will however be granted personal reproduction rights that allow the use of images for their personal interest or business promotion on receipt of full payment. This includes use on websites and on-screen promotional material (such as multi-media presentations) but does not permit the reproduction of images for print or resale.
The exclusive copyright owned by ARMITAGE ONLINE SOLUTIONS for any images supplied allows ARMITAGE ONLINE SOLUTIONS to use any images supplied to a CLIENT for any purpose.
It is forbidden to make any changes, enhancements or other alterations to the images provided by ARMITAGE ONLINE SOLUTIONS without the express consent of the copyright owner.
It may be necessary for the CLIENT to obtain further permission for the intended use of the images provided by ARMITAGE ONLINE SOLUTIONS. This may be especially relevant if the images contain recognisable property, features or individuals. ARMITAGE ONLINE SOLUTIONS will not be held responsible for failure by the CLIENT to seek the required permission to publish images provided by ARMITAGE ONLINE SOLUTIONS.
SUPPORT
ARMITAGE ONLINE SOLUTIONS will offer, at its discretion to update any virtual tours that are no longer accessible to a web browser due to changes in technology. This offer is restricted to CLIENTs whose virtual tours are integrated into their website by ARMITAGE ONLINE SOLUTIONS. It is the CLIENT's responsibility to ensure the continuous visibility of virtual tours on their website and ARMITAGE ONLINE SOLUTIONS cannot accept liability for any virtual tours that fail to display correctly following the integration into a website by a 3rd party.
LIABILITY
ARMITAGE ONLINE SOLUTIONS will endeavour to undertake the commission as outlined in the agreed brief.
The ARMITAGE ONLINE SOLUTIONS liability to compensate any Client for any failure on its part shall be limited to the fees paid to ARMITAGE ONLINE SOLUTIONS by the Client during the previous 12 months in connection with the relevant ARMITAGE ONLINE SOLUTIONS service provided.
Where the CLIENT is not totally satisfied with the quality or service provided in delivering the final product, ARMITAGE ONLINE SOLUTIONS will, at its discretion, undertake to capture new images, or repeat the panorama output process.
ARMITAGE ONLINE SOLUTIONS reserves the right to reject an order if the commission may involve dangerous, illegal or immoral photography.
(These terms and conditions were last reviewed on 25th Febraury 2008)
Armitage Online Solutions is a trading name of Andrew Armitage which carries out business as a sole proprietorship. Our VAT registration number is 924 1361 47.
