The following Terms and Conditions of Service apply to all Graphic Design, Web Design and Web Development Services provided by Christopher Backhouse, Percipero, 7 route d’Aigues-vives, 34210 AGEL, France, SIRET No 511494643 00014 (Hereafter PERCIPERO).
All work is carried out by PERCIPERO on the understanding that the client has agreed to PERCIPERO’s terms and conditions. Copyright is retained by PERCIPERO on all design work including words, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled. If a choice of design is presented, only one solution is deemed to be given by PERCIPERO as fulfilling the contract. All other designs remain the property of PERCIPERO, unless agreed in writing that this arrangement has been changed.
Definitions and interpretation
In this Agreement:
“Acceptance Criteria” means the following criteria:
(a)the Software excluding the Customer Works) conforming in all [material] respects to the requirements of the Estimate;
(b)the Software [(excluding the Customer Works)] not exhibiting any Defects; and
“Acceptance Period” means the period of 30 Business Days following the date of delivery of the Software to the Customer;
“Customer Works” means:
(a)the works and materials identified as such in the Estimate and
(b)any other works and materials that:
(i)the parties agree shall be incorporated into the Software; and
(ii)are provided to the Developer by the Customer, or by any third party acting for or on behalf of the Customer, for incorporation into the Software;
“Custom Software” means all elements of the Software, excluding the Third Party Works and Customer Works, created by or on behalf of the Developer;
“Defect” means a defect, error or bug having a material adverse effect on the appearance, operation or functionality of the Software, but excluding any defect, error or bug caused by or arising as a result of:
(a)an act or omission of the Customer, or an act or omission of one of the Customer’s employees, officers, agents, suppliers or sub-contractors; or
(b)an incompatibility between the Software and any other system, application, program or software not forming part of the Environment or otherwise specified as compatible in the Estimate;
“Developer Software” means the Standard Software and the Custom Software including where the context permits any authorised derivatives of the Developer Software created by or on behalf of the Customer under this Agreement;
“Effective Date” means the date of execution of this Agreement;
“Environment” means the computer hardware and software environment for use in which the Software will be designed, the requirements for which are set out in the Estimate;
“Milestone” means a specific milestone, achievement, notification, action or other event identified as a milestone in the Estimate;
“Source Code” means the source code of the Standard Software / Developer Software together with all other technical information reasonably required to enable the maintenance, updating and modification of the Standard Software / Developer Software and including where the context permits any authorised derivatives of the source code;
“Standard Software” means those elements of the Software identified as such in the Estimate / the Software excluding the Custom Software, the Customer Works and the Third Party Works / all elements of the Software, excluding the Third Party Works and the Customer Works, created before the Effective Date in executable format only;
“Target Delivery Date” means the target date for delivery of the Software specified in the Estimate;
“Third Party Works” means:
(a)the works and materials identified as such in the Estimate; and
(b)any other works and materials that the parties agree in writing will be incorporated into the Software as Third Party Works; and
“Term” means the term of this Agreement.
At the time of proposal, PERCIPERO will provide the customer with a written estimate or quotation. A link will be provided to the full The Terms and Conditions on PERCIPERO’s website.
A copy of the Estimate is to be signed and dated by the customer to indicate acceptance and should be returned to PERCIPERO. Alternatively, the client may send an email acceptance in reply to the Estimate. Acceptance of the Estimate will also signify acceptance by the Client to PERCIPERO’s Terms and Conditions as above.
No work on a project will commence until either the signed Estimate or an email signifying acceptance has been received by PERCIPERO.
Charges for Developer Software will be set out in the Estimate that is provided to the customer. At the time of the customer’s signed acceptance of the Estimate, a non-refundable deposit of 50% of the quoted fee will become immediately due.
Work on the project will not commence until PERCIPERO has received this amount.
Charges for Other Services
Charges for any additional services over and above the Estimate will become fully payable (100% of the quoted amount) at the time of the new Estimate.
Time is charged in units of 15 minutes rounded up to the nearest 15minutes. Hourly charge rate will be quoted within Project Initiation.
PERCIPERO considers the Developer Software complete upon receipt of the customer’s signed Approval form or Beneficial use of the work by the Client.
The customer will be provided with an Approval Form and Invoice prior to final publication. At this time the remainder of the amount due will become payable and the customer will also be required to sign and return the Approval Form to PERCIPERO.
Accounts which remain outstanding for 30 days after the date of invoice, will incur an extra charge of 2% per month of the outstanding amount.
Publication and/or release of Developer Software may not take place before cleared funds have been received.
An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque. PERCIPERO shall be considered entitled to remove the Developer Software 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 the Developer Software does not relieve the customer of its obligation to pay the due amount. Customers whose accounts become default agree to pay PERCIPERO reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
Copyrights and Trademarks
By supplying text, images and other data to PERCIPERO for inclusion in the Developer Software, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner.
Any artwork, images, or text supplied and/or designed by PERCIPERO on behalf of the customer, will remain the property of PERCIPERO and/or its suppliers.
The customer may request in writing from PERCIPERO, the necessary permission to use materials (for which PERCIPERO holds the copyright) in forms other than for which it was originally supplied, and PERCIPERO may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used.
By supplying images, text, or any other data to PERCIPERO, the customer grants PERCIPERO permission to use this material freely in the pursuit of the design.
Should PERCIPERO, or the customer supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow PERCIPERO to remove and/or replace the file on the site.
The customer agrees to fully indemnify and hold PERCIPERO free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions.
The customer agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge.
The customer also agrees that PERCIPERO holds no responsibility for any amendments made by any third party, before or after a design is published.
The Developer Software created for the customer by PERCIPERO or any of its contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of PERCIPERO and any of its relevant sub-contractors.
PERCIPERO hereby grants to the Customer from the date of acceptance of the Software by the Customer a non-exclusive worldwide licence to use the Developer Software in accordance with its documentation and the Customer must not sub-license these rights to any Third Party.
The Developer Software remains the property of PERCIPERO unless otherwise stated and as such will be hosted on PERCIPERO’s web-servers.
Additional fees will be applicable to host Source Code produced by PERCIPERO on third-party servers.
Where there is a risk that another party make a claim, should be registered by the client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use. PERCIPERO will not be held responsible for any and all damages resulting from such claims. PERCIPERO is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The customer agrees not to hold PERCIPERO responsible for any such loss or damage. Any claim against PERCIPERO shall be limited to the relevant fee(s) paid by the customer.
The Customer acknowledges that:
(a) complex software is never wholly free from defects, errors and bugs, and PERCIPERO gives no warranty or representation that the Software will be wholly free from such defects, errors and bugs;
(b)PERCIPERO has designed the Software to work in the Environment, and PERCIPERO does not warrant or represent that the Software will work in any other hardware or software environment;
(c) PERCIPERO will not and does not purport to provide any legal, taxation or accountancy advice under this Agreement or in relation to the Software and (except to the extent expressly provided otherwise) PERCIPERO does not warrant or represent that the Software will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.
Design Project Duration
Any indication given by PERCIPERO of a design project’s duration is to be considered by the customer to be an estimation. PERCIPERO 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 PERCIPERO for the initial payment or by date confirmed in writing by PERCIPERO.
Rights of Access for Website Construction
The client agrees to allow PERCIPERO all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The customer also agrees to allow PERCIPERO access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.
The customer agrees to supply PERCIPERO with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.
Website design only
Once web design is complete, PERCIPERO will provide the customer with the opportunity to review the resulting work. PERCIPERO will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to PERCIPERO by e-mail or fax and confirmed by post.
PERCIPERO will consider that the client has accepted the original draft, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period.
Cross Browser Compatibility
As stated by Yahoo …
Requiring the same experience for all users creates a barrier to participation. Availability and accessibility of content should be our key priority.
Supporting a browser should provide the best experience possible within the constraints of that browser, and should exclude none. Expecting pixel perfect accuracy across browsers is unrealistic and not cost effective. PERCIPERO will endeavour to produce a website that functions in a similar manner in the majority of modern web browsers.
Standard Hosting Service
If the provision of the website includes pre-configured or installed third party software, it is agreed that the Client will utilise PERCIPERO to host this account under terms described on PERCIPERO website. Should Client desire to move the website to a Host other than PERCIPERO, additional charges will be applied.
PERCIPERO cannot guarantee the availability of any domain name. Where PERCIPERO is to register a domain name on behalf of a client it will endeavour to do so but the client should not assume a successful registration. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement.
Search Engine Submission
Due to the infinite number of considerations that search engines use when determining a site’s ranking, PERCIPERO 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.
The customer agrees to allow PERCIPERO to place a small credit on printed material exhibition displays, advertisements and/or a link to PERCIPERO’s own website on the customer’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
The customer also agrees to allow PERCIPERO to place websites and other designs, along with a link to the client’s site on PERCIPERO’s own website for demonstration purposes and to use any designs in its own publicity.The customer also agrees to allow PERCIPERO to place websites and other designs, along with a link to the client’s site on PERCIPERO’s own website for demonstration purposes and to use any designs in its own publicity.
Third Party or Client Page Modification
Some Clients will desire to independently edit or update their web pages after completion of the site. If the Client desires this capability, it will be specifically listed in the estimate . Note however, that if this option is selected and the Client or an agent of the Client other than PERCIPERO attempts to update the site on their own and damages the design or impairs the ability for the Web pages to display or function properly, time to repair the Web pages will be assessed at the hourly rate. There is a one-hour minimum charge. In this regard, Clients are encouraged to obtain a Maintenance Agreement.
Rights of Refusal
PERCIPERO will not include in its designs, 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. PERCIPERO also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that PERCIPERO does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the customer is obliged to allow PERCIPERO to remove the contravention without hindrance, or penalty. PERCIPERO is to be held in no way responsible for any such data being included.
Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, PERCIPERO will need formal notification in writing to the company’s postal address. 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 PERCIPERO within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
PERCIPERO makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. PERCIPERO will not be held responsible for any and all damages resulting from products and/or services it supplies. PERCIPERO is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The customer agrees not to hold PERCIPERO responsible for any such loss or damage. Any claim against PERCIPERO shall be limited to the individual relevant fee(s) paid by the customer and not gross fees incurred over a project.
PERCIPERO 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. PERCIPERO will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. PERCIPERO reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
Acceptance of Quotation and Works
The placement of an order for design and/or any other services offered by PERCIPERO and validated by the customer’s signature on the estimate or quotation form or an email signifying acceptance, constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and PERCIPERO.
Beneficial Use of any software development by PERCIPERO in provision of the order is deemed to signify acceptance by the Customer of the software and that PERCIPERO is not liable for any defects or to fix any further defects without a further Maintenance Agreement. The Customer may itemise outstanding defects (bugs) at time of acceptance and it will be agreed between the Customer and PERCIPERO which defects will be fixed within the terms of that project.