Definitions

The term 'site' or 'website' means the content, images, Flash, HTML, CSS and PHP provided by Bexley IT Solutions

'Bexley IT Solutions', 'BITS', 'us', 'we', 'our' means Bexley IT Solutions Ltd.

'Client', 'customer', 'you', 'yourself' means the party or parties who Bexley IT Solutions agree to provide products and/or services to under the terms of the agreement detailed herein.

'Service' is defined as anything intangible provided by Bexley IT Solutions for the benefit of the client.

'Launch' is when a website is first made live

'Live' is when upon completion and having received agreement from the client, a website is made visible to the public.

'Completion' is defined as the point in time where the product or service provided meets the specification presented to Bexley IT Solutions.

General

The following document is a legal agreement between Bexley IT Solutions and the client for the purpose of setting out the provisions under which the client may use the products and services provided by Bexley IT Solutions.

The following Terms and Conditions apply to all goods and/or services offered by Bexley IT Solutions. The client’s approval for work to commence constitutes a contractual agreement to and acceptance of these Terms and Conditions. The client thus acknowledges to have read and understood all information contained herein and subsequently agrees to be legally bound by it. These Terms and Conditions supersede all previous understandings or agreements.

Bexley IT Solutions reserves the right to transfer it's responsibilities under this agreement to a third party and/or subcontract as required. However the client may not transfer their rights or responsibilities with prior written consent.

The client agrees to allow Bexley IT Solutions to place credits or links on the client's website and to use the client's site in a portfolio of work.

All content on the Bexley IT Solutions website at http://www.bexleyitsolutions.co.uk is copyrighted and may not be used by clients or visitors without prior permission.

Clients are responsible for ensuring that their websites and any other media produced for them by Bexley IT Solutions confirms to the British code of Advertising Practice. It is the clients responsibility to ensure that advertisements comply with the Trade Descriptions Act 1968 and the Business Advertisements (Disclosure) Order 1977.

Bexley IT Solutions reserves the right to withdraw from contract at any time prior to acceptance.

Resale or distribution of any goods or services provided by Bexley IT Solutions is forbidden unless prior written agreement from Bexley IT Solutions is received.

This Agreement shall be governed by English Law and all related matters shall fall under the exclusive jurisdiction of the English Courts.

In the event that one or more terms of this agreement are held to be void or unenforceable, the remaining terms shall be valid and enforceable by law. Terms held to be void or unenforceable shall be replaced by mutually acceptable terms closest to the original intention.

Should Bexley IT Solutions decide on occasion to waive any of the terms of this agreement, this shall not affect any of the remaining terms or commit Bexley IT Solutions to waive the same terms on any other occasion.

Bexley IT Solutions reserves the right to edit or take down sites, or to terminate a contract with a client at any time without prior notification if it finds the client to be in breach of these terms and conditions. In this event the Client will not be entitled to a refund or any form of compensation. Bexley IT Solutions shall be the sole arbiter in deciding what constitutes a breach.

Design and production

Whilst every effort is made to ensure that websites are displayed correctly in the majority of popular web browsers, Bexley IT Solutions does not guarantee compatibility with all possible browser and operating system combinations. The client accepts that more advanced features may require newer browsers and/or additional plugins.

Bexley IT Solutions reserves the right to charge for any changes to a website that are required due to the release of new browsers or updates to browsers and their plugins.

The client agrees to delegate an individual with whom Bexley IT Solutions can communicate in order to obtain any information or content required during the construction of the client's website. The client agrees to provide any required information or content within a time frame deemed reasonable by Bexley IT Solutions and accepts that additional charges may be applied and delays may be experienced if they fail to do so.

The client may make changes to the original design specification submitted to Bexley IT Solutions as many times as they wish but accepts that changes submitted after work has commenced may result in additional charges.

Bexley IT Solutions reserves the right to terminate the design and construction of a website at any stage if we feel that the client has not been forthcoming with information or content required. Under such circumstances the client will be invoiced for all work carried out up to that point and will be liable for immediate payment of the total amount detailed therein. Work will only continue once agreement has been reached on a new quotation and all original fees have been paid.

The client will wherever possible provide Bexley IT Solutions with all website content in an electronic form. Bexley IT Solutions reserves the right to charge additional fees for conversion of hard copy text or images into an electronic format. Although Bexley IT Solutions will endeavour to return to the client any material or media provided for use in creation of the site, this cannot be guaranteed.

It is the client's responsibility to ensure that any content on their site does not infringe on any copyright and that they are legally entitled to use it.

Bexley IT Solutions may source images from stock image companies. The licence may only allow these images to be displayed on a website and not to be used in any other form such as on promotional material. The client is legally responsible for ensuring that this does not occur. If the client wishes to use website images for any other purpose they should contact Bexley IT Solutions to for clarification of the licence.

All website content is permitted to be used on that website only and may not be used on other sites without prior written agreement from Bexley IT Solutions.

Due to various limitations and differences between web browsers, completed websites may not exactly match the design specification, however Bexley IT Solutions will always endeavour to obtain the closest match.

Design services offered by Bexley IT Solutions may carry a limit to the number of designs and revisions offered. If the client wishes to receive further designs or revisions they accept that they will be subject to additional charges and delays.

Quotes are valid for 28 days unless otherwise agreed. The price quoted is for the work listed on the quotation only. Any changes or additions requested by the client after work has commenced will be subject to additional surcharges and may result in the completion of the site being delayed.

Content not provided by the client during a website's construction may be added at a later date, however full payment is required for all work invoiced to the client including sections which the client has yet to provide content for.

Bexley IT Solutions reserves the right to refuse to construct websites that are deemed to be inappropriate. This includes but is not limited to, sites containing adult material, sites which may cause distress to any person or group, and sites related to illegal proceedings.

Bexley IT Solutions may provide an estimated date of completion, however we cannot guarantee that work will be completed by this date.

Copyright of all material provided by Bexley IT Solutions (including but not limited to bespoke code, images, animations and text) remains with Bexley IT Solutions.

Upon completion of a site, the client is responsible for checking the content and functionality before it is made publicly available. When the client gives the go ahead for the site to be made live, they are agreeing that it meets their requirements.

Bexley IT Solutions will endeavour to optimise websites during creation to ensure that they are effectively picked up by search engines, but provides no guarantee that the site will be listed or at which position. If additional Search Engine Optimisation is purchased, Bexley IT Solutions will devote more time to the website in order to try and achieve the highest ranking possible but, as this is determined by a wide variety of factors, makes no guarantee as to the outcome. The rules used by search engines to calculate a site's position are often kept secret and may change over time; if clients wish their website to remain listed as highly as possible, they will need to pay separately for an ongoing Search Engine Optimisation contract.

Bexley IT Solutions cannot accept responsibility for any issues which occur as a result of the client or any third party editing the website. The client accepts that they take full responsibility for any changes made and that Bexley IT Solutions will quote to repair the site if required.

Clients purchasing the DIY Website Design service may request modules as they see fit; however Bexley IT Solutions reserves the right to quote for any that require significant testing or configuration, and does not guarantee that all modules will be compatible with the client's site.

Domain names

Clients agree to abide by the Uniform Domain-Name Dispute-Resolution Policy (UDRP) provided by the Internet Corporation for Assigned Names and Numbers (ICANN) and any similar policies provided by related bodies (such as Nominet in the UK). Clients hereby indemnify and hold harmless Bexley IT Solutions from any claim resulting from the client's registration or use of a domain name.

Domain names may be purchased by the client or by Bexley IT Solutions on the client's behalf. In the event that they are purchased by Bexley IT Solutions we will, at the client's request, ensure that they are registered to the client's business name and address. Domains registered by Bexley IT Solutions can be managed by us (including but not limited to creating and amending records) but additional charges may apply. Where a domain is managed by Bexley IT Solutions we will endeavour to notify the client at least 30 days before a renewal is required. Payment must then be received from the client before the domain is renewed. Whilst Bexley IT Solutions will try to ensure that clients are notified of an impending renewal and that payments are processed in time, it is the client's responsibility to keep track of when domains are due for renewal and to ensure that they are renewed as and when necessary. Bexley IT Solutions is not liable for any loss or inconvenience caused by failure to renew a domain.

Hosting

Hosting services provided by Bexley IT Solutions may not be used for storage or file serving beyond the needs of the client's website, or for any material deemed to be unlawful, inappropriate or offensive. Bexley IT Solutions reserve the right to take down any site found to be in breach of this without prior warning and without any form of compensation to the client.

The client takes full responsibility for any files placed on our servers either by themselves or by a third party on their behalf, and agrees to hold Bexley IT Solutions harmless against any claims that may result from their use of our services.

Bexley IT Solutions will take periodic backups of client's websites, however clients are responsible for ensuring that they have taken their own data backup. In the event that a site has to be restored, Bexley IT Solutions will not be liable for any loss or inconvenience resulting from the client's failure to take an appropriate backup, or from any other event beyond the control of Bexley IT Solutions.

Bexley IT Solutions reserves the right to increase the hosting fee charged to the client should the client exceed their monthly allowance or in any other way be deemed to be consuming an excessive amount of resources (including but not limited to the number of databases used).

The client agrees that Bexley IT Solutions will not be liable for any loss or inconvenience caused by unavailability or downtime of the client's website.

Hosting of a client's website whilst in development is usually provided free of charge however Bexley IT Solutions reserve the right to start charging the client for the hosting or take down client's sites if substantial delays in development occur which are beyond the control of Bexley IT Solutions.

Hosting services are subject to a minimum twelve month subscription and will be renewed according to the pricing structure at the time of renewal. Prices may increase over time but will remain fixed for the first twelve months. Bexley IT Solutions will contact the client at least a month in advance to advise of any increases in the cost of our hosting services. Clients wishing to cancel their subscription within the first twelve months may do so but will be liable to pay for the remainder of the term. Clients wishing to transfer the hosting of their website to another provider are also required to pay a migration fee in addition to any outstanding amounts.

Support

Support services provided by Bexley IT Solutions cover 'how do I?' questions related to the client's use of their website only. All questions are answered to best endeavours only and to a level of effort deemed acceptable by Bexley IT Solutions. Bexley IT Solutions is required to acknowledge receipt of the client's request within the agreed response time but is not required to provide an answer within this period.

If the client desires additional functionality or if the answer to a client's question requires a functionality change which results in a need to investigate and plan potential solutions, then Bexley IT Solutions will provide the client with a quote containing the time-scales & costs required for implementation.

If a solution is deemed to not be immediately feasible, for example if the client has an issue which will be resolved in the next release of Drupal or one of it's modules, then this will count as an acceptable response and no further investigation will take place. Bexley IT Solutions will however attempt to provide the client with a workaround wherever possible.

Support is provided Monday to Friday 9am to 5pm but not on public holidays. Bexley IT Solutions also reserve the right to not provide support at any other time if this is due to events beyond the control of Bexley IT Solutions (including but not limited to staff sickness, communications failure, and high priority incidents).

Client websites are handed over as complete and fully functional. If the client has not purchased a support service, then Bexley IT Solutions is not responsible for providing ongoing support.

Support services are subject to a minimum twelve month subscription and will be renewed according to the pricing structure at the time of renewal. Prices may increase over time but will remain fixed for the first twelve months. Bexley IT Solutions will contact the client at least a month in advance to advise of any increases in the cost of our support services. Clients wishing to cancel their subscription within the first twelve months may do so but will be liable to pay for the remainder of the term.

Email

Messages may occasionally not be received due to communication failures and spam filters in place at either the source or destination domains. Bexley IT Solutions does not guarantee the successful delivery of email either to or from the client's addresses; this includes messages forwarded to any other address held by the client.

Bexley IT Solutions does not guarantee to prevent spam from reaching the client's mailbox. It is the client's responsibility to take due care when handling email. Bexley IT Solutions is not liable for any loss, damage or inconvenience (including but not limited to identity theft and fraud) caused by the either the receipt or sending of spam email or the client's reaction to it.

All mail will remain on the Bexley IT Solutions mail servers until it is deleted by the client, and as such it contributes towards the amount of storage used by the client. It is the client's responsibility to ensure that all unnecessary messages are deleted. The client will incur additional charges should their storage exceed that allowed by the service to which they have subscribed, and may be transferred to a higher tier service. Bexley IT solutions is not responsible for alerting the client when they are approaching the limit of their allowance.

Payment

Clients agree to pay Bexley IT Solutions upon invoice, the amount owed within 28 days of the date of issue of the invoice. Late payment will incur interest at 10% per month and may also result in Bexley IT Solutions taking down the client's website until full payment has been received (the website may then not be restored immediately). Bexley IT Solutions is not responsible for any loss or inconvenience incurred due to the withdrawal of services. If Bexley IT Solutions use debt collection agencies to recover money owed, then the client will also be liable for any additional costs incurred as a result. Discrepancies in payment will incur a £20 administration fee.

Unless otherwise agreed, a deposit of 20% of the total amount is required upfront before work begins and will be deducted from the total on the final invoice. If the client withdraws at any stage, this deposit is non-refundable. Bexley IT Solutions also reserve the right to request additional payments throughout the development of a site at stages we deem appropriate. Whilst any payment due remains outstanding, Bexley IT Solutions may decline to provide any further goods or services outstanding.

Payment must be received by bank transfer in to our account within 28 days unless otherwise agreed. If payment by cheque is allowed and the cheque is returned by the bank for any reason, the client will be liable to pay any additional charges incurred as a result.

Bexley IT Solutions reserves the right to change it's prices at any time without prior notice. Quotes based on the original pricing will be honoured for 28 days and once accepted will remain valid for the duration of the project, however additional work will be charged according to the new pricing. Prices for ongoing services may increase over time but will remain fixed for the first twelve months. Bexley IT Solutions will contact the client at least a month in advance to advise of any increases in the cost of our services. Sites may be taken down if the client does not pay the increased amount within 28 days.

Upon completion of a website, Bexley IT Solutions will issue the client with the final invoice for all work conducted, payment is then due immediately. Bexley IT Solutions reserve the right to not launch a website until payment has been received in full. Whist in development Bexley IT Solutions will host client sites free of charge, subject to an initial setup fee. The client agrees to commence payment of any monthly fees (including but not limited to hosting and support) within 28 days of the site going live. Bexley IT Solutions may take down a site at any point if payment is not received. If the client's site is being hosted by a third party, Bexley IT Solutions reserve the right to delay uploading it until full payment has be received.

All invoices are sent by email unless otherwise agreed or required by legislation.

Cancellations

Clients wishing to cancel hosting or support services must inform Bexley IT Solutions in writing 28 days before the required date of cancellation and will liable to pay the remaining amount for the full period if still within the first 12 months. Clients wishing to transfer their site to an alternative hosting provider will also be required to pay a migration fee as determined by Bexley IT Solutions. Should the client decide to cancel at any point prior to completion, they shall remain liable for all work that has been carried out and will be invoiced accordingly.

Privacy policy

All material provided to Bexley IT Solutions or uploaded by the client themselves or by a third party on their behalf is assumed to be publicly accessible unless the client specifically requests otherwise.

Unless requested by the client, Bexley IT Solutions will not disclose any confidential information regarding the client to any party other than associates of Bexley IT Solutions for the purpose of providing goods and services offered. Likewise the client agrees not to disclose any confidential information about Bexley IT Solutions to any other party.

Bexley IT Solutions agrees to use information provided by the client in accordance with the Data Protection Act.

The client agrees that Bexley IT Solutions may keep a "super user" / administrative login to the client's site in case access is required at any point in the future.

Disclaimer

The client accepts full responsibility for ensuring that they abide by the Data Protection Act and that their website or any use of the services provided by Bexley IT Solutions is not in violation of that act. Bexley IT Solutions will not be liable for any claims resulting from the client's failure to do so.

The client agrees that Bexley IT Solutions shall not be liable for any damages, including but not limited to loss of profit or data, resulting from the functionality of a website or the inability to use it. The Client also agrees that Bexley IT Solutions is not liable for any bugs or performance issues within Drupal.

Bexley IT solutions endeavours to stick to time-scales provided for the delivery of services, however Bexley IT Solutions is not liable for any loss or inconvenience arising from failure to do so. In the event of delivery time-scales not being met, the client is not entitled to any form of compensation.

Websites are constructed in accordance with the specification provided by the client. It is the client's responsibility to ensure that the website complies with trading laws and regulations. The client agrees to indemnify and hold Bexley IT solutions harmless from any and all claims arising from failure to comply.

Clients are responsible for the use of their domain name and any other services provided by a third party. Clients agree to abide by the terms and conditions set out by the third party for such services.

Bexley IT Solutions will update Drupal and it's modules as and when deemed appropriate in order to apply security updates and minimise the risk of unauthorised access. Bexley IT Solutions will however not be liable for any damage, loss or inconvenience caused by failure to prevent such access to either your website or the payment system used, whether by an individual or a virus or spyware. The client agrees to hold Bexley IT Solutions harmless should this occur.

All material provided by the client, including but not limited to text and images, must either be owned by the client or used with the permission of the owner. By providing material to Bexley IT Solutions or uploading it to the website themselves, the client guarantees that it's use by either the client or Bexley IT Solutions does not infringe upon any copyright. The client agrees to hold Bexley IT Solutions harmless against any claims that result from the client's failure to obtain copyright permissions. The client also agrees to not provide Bexley IT Solutions with any material that is misleading, would convey misinformation, or may cause offence. The client accepts full responsibility for any claims that result from failure to do so. The client retains the copyright to any material provided to Bexley IT Solutions for which they previously held the copyright. Bexley IT Solutions retains the copyright for any design work carried out and it may therefore not be reproduced by the client without prior written consent.

It is the client's responsibility to ensure that use of their website is for lawful purposes only and does not violate any laws or regulations. It is also the client's responsibility to ensure that they undertake any actions required to maintain the running of their business and it's profitability.

Bexley IT Solutions is not liable for any any delays to or absence of service due to illness or holiday of it's staff or parties to whom work has been outsourced. Bexley IT Solutions will also not be liable for any loss, damage (including but not limited to damage to property), or for delays in delivery or failure to perform obligations due either directly or indirectly to acts of god or anything beyond the reasonable control of Bexley IT Solutions. Bexley IT Solutions will also not be liable for any injuries resulting from use of it's products or services.

Due to changes in technology and legislation, Bexley IT Solutions may occasionally contact the client to recommend that updates to their site be carried out. However Bexley IT Solutions does guarantee to contact the client under such circumstances and reserves the right to charge for the proposed work. Bexley IT Solutions is not liable for failure to contact the client or for failure to conduct these updates when required.

Bexley IT Solutions makes no guarantee as to the content or functionality of it's website and also makes no guarantee that access to it will be uninterrupted or error free.

Bexley IT Solutions reserves the right to refuse or cease to provide products and/or services at any time without reason or prior notification.

Bexley IT Solutions reserves the right to make changes to these Terms & Conditions at any time without prior notification. It is the client's responsibility to obtain the latest copy from the Bexley IT Solutions website.