Terms & Conditions

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Terms & Conditions

Terms & Conditions of Business

INTERPRETATION

1 DEFINITIONS

1.1 In these Conditions:

“Client” means the person(s) firm or company whose order for the Services is accepted by the Company

“Client’s Material” means the content provided to the Company by the Client from time to time for incorporation in the Website

“Company” means About Time Limited

“Conditions” means these standard terms and conditions for the provision of Services and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Client and the Company

“Contract” means the contract for the provision of the Services

“Deliverables” means any software program(s), manuals, items, documentation or other output to be provided to the Client by the Company as part of the Services

“Inappropriate Content” means such material which the Company at its sole discretion deems to be obscene, indecent, pornographic, offensive, defamatory, threatening or material which defends crimes or offences committed by the Client or any other third party

“Intellectual Property Rights” means patents, trade marks, Internet domain names, service marks, registered designs, applications for any of the foregoing, copyright, database rights, design rights, trade and business names and any other similar protected rights in any country

“Order Confirmation” means the acceptance in writing by the Company of the Client’s request to provide the Services

“Services” means the Website design and/or hosting services which the Company is to supply in accordance with these Conditions

“Website” means the WWW site comprising all pages including graphics, audio-visual effects, software and all the material detailed in the Order Confirmation.

2 THE SERVICES

2.1 The Company shall provide the Services described in the Order Confirmation subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions.

2.2 The Company shall:

2.2.1 provide the Services specified in the Order Confirmation with reasonable skill and care;

2.2.2 advise and assist the Client with respect to all aspects of the Services and comply with the reasonable 3

requests of the Client with respect to the performance thereof;

2.2.3 keep the Client informed of the progress of the Services on a regular basis; and

2.2.4 provide the Client with the Deliverables as specified in the Order Confirmation, subject to compliance by the Client with its obligations under condition 3.

2.3 In the event that during the course of the performance of the Contract, the Client requests any variation of the Services to be provided or that it becomes apparent to the Company from its performance of the Services to date that a variation will be required, the parties shall agree a revision to the Contract to include revised charges, timetable and Deliverables as appropriate.

3 CLIENT’S OBLIGATIONS

3.1 Where necessary for the performance of the Services, the Client shall allow those employees of the Company who are performing the Services all reasonable access to the Client’s premises and shall make available such office space, facilities and equipment, free of charge, as is reasonably necessary in order that the Services may be performed in a timely and efficient manner.

3.2 The Client shall provide the Company with all necessary information and data of the Client as may be reasonably required by the Company in the provision of the Services. Such information and data shall be subject to the provisions of confidentiality contained in condition7.

3.3 The Client shall ensure that its employees, agents and other advisers shall co-operate at all times with the Company in their provision of the Services.

4 INTELLECTUAL PROPERTY RIGHTS

4.1 Unless agreed otherwise all Intellectual Property Rights and title in the Deliverables (other than the Client’s Material) will remain vested in the Company and/or the Company’s licensors and no interest or ownership in the same is conveyed to the Client other than as set out in these Conditions.

4.2 Subject to the Client paying the Company all sums due in accordance with Condition 5, the Company licenses the Intellectual Property Rights in the Deliverables to the Client on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client and the Client’s employees to make reasonable use of the Website.

4.3 The Client grants the Company a non-exclusive, non-transferable, royalty-free licence to use the Client’s Material for the purposes of providing the Deliverables.

4.4 The Client will indemnify the Company and keep the Company indemnified and hold the Company harmless against any and all damages, losses and costs and expenses that may be incurred by the Company 4

in respect of any allegation, claim, action or proceedings that our use, possession or modification of the Client’s Material infringes the Intellectual Property Rights of any third party.

5 PAYMENT

5.1 In consideration of the Company agreeing to provide the Services in accordance with Condition 2.1 above, the Client agrees to pay the Company’s charges as set out in the Order Confirmation.

All charges stated are exclusive of VAT for which the Client shall be additionally liable.

5.2 All sums payable by the Client to the Company shall (except where otherwise agreed in writing) be paid by no later than the last working day of the month following the month in which the Company’s invoice was raised.

5.3 The Company may, without prejudice to any other rights and remedies at its option, charge the Client interest on any payment which has not been made within 30 (thirty) days of the due date, in accordance with the Late Payments of Commercial Debts (Interest) Act 1998, such interest to accrue on a day to day basis from the due date for payment until receipt by the Client of the full amount whether before or after judgment and the Client shall indemnify the Company against all costs and expenses (including any legal costs and expenses on a full indemnity basis) incurred or sustained by the Company in recovering sums due or in exercising its rights pursuant to Condition 5.

5.4 No order which has been accepted by the Company may be cancelled or amended by the Client except with the agreement in writing of the Company and on terms that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials), damages, charges and expenses incurred by the Company as a result of such cancellation or amendment.

6 SITE CONTENT

6.1 The Client warrants that the Client Materials shall comply with all applicable laws and regulations or third party rights, including but not limited to provisions relating to the restriction of the use of Inappropriate Content.

6.2 The Company may include a statement that it or any other third party is the hosting provider of the Website.

7 HOSTING

7.1 The Company shall use reasonable endeavors to provide the hosting Services to the Client continuously, subject to periods of maintenance as specified in Condition 7.2.5

7.2 The Company reserves the right to interrupt the Service to maintain and/or improve the hosting Service. Subject to Condition 7.3 the Client shall be given prior notice of these interruptions.

7.3 The Company shall be entitled to immediately suspend the Service partially or completely to carry out any emergency maintenance.

7.4 Notwithstanding the provisions of Condition 8, the Company shall have no liability for any losses the Client may incur as a result of any delay, failure or error in the transmission of information or interruptions or deterioration of the quality of the Service.

8 LIMITATION OF LIABILITY

8.1 Subject to the provisions of these Conditions, the following provisions set out the entire financial

liability of the Seller (including any liability for the acts or omissions of its employees, agents and

sub-contractors) to the Buyer in respect of:

8.1.1 any breach of these Conditions; and

8.1.2 any representation, statement or tortious act or omission including negligence arising under

or in connection with the Contract.

8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest

extent permitted by law, excluded from the Contract.

8.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal

injury caused by the Company’s negligence or fraudulent misrepresentation.

8.4 Subject to Condition 8.3, the Seller shall not be liable to the Buyer for:

8.4.1 any indirect or consequential, special or punitive loss, damage, costs or expenses;

8.4.2 loss of profit;

8.4.3 loss of business;

8.4.4 loss of revenue; or

8.4.5 depletion of goodwill.

8.5 Subject to Condition 8.3, the Company’s total liability to the Client under or connected with these

Conditions for:

8.5.1 injury to third parties or damage to tangible property resulting directly from the Company’s

negligence or that of its employees shall not exceed £2,000,000 for any one event or series

of connected events;

8.5.2 injury to third parties or damage to third party property arising directly out of the Deliverables

shall not exceed £100,000 for any one event or series of connected events;6

8.5.3 any other direct loss not covered by Conditions 8.5.1 or 8.5.2 shall not exceed 125% of the

price payable for the Deliverables.

9 CONFIDENTIALITY

9.1 Each party undertakes to keep and treat as confidential and not to disclose to any third party any

information relating to the business or trade secrets of the other, nor make use of such information for any purpose whatsoever except for the purposes of the Contract. Provided that the foregoing obligation shall not extend to information which is:

9.1.1 published or otherwise generally available to the public, other than by breach of the Contract;

9.1.2 rightfully in the possession of both parties and was rightfully in their possession prior to the negotiations leading to the Contract;

9.1.3 received by one party from a third party without any obligations of confidentiality.

9.2 Each party undertakes to procure that its employees, contractors and agents comply with

the undertaking at Condition 9.1 above.

9.3 The foregoing obligations as to confidentiality shall survive any termination of the Contract.

10 TERMINATION

10.1 Notwithstanding any other provision herein contained, and without prejudice to any other rights the

Company may have, the Company may forthwith terminate the Contract by written notice to the Client if any of the following events occur:

10.1.1 if the Client commits any breach of the terms or conditions of the Contract and fails to remedy such breach (unless it is a breach which entitles a party to terminate this Agreement immediately or insofar as such breach is not capable of remedy to furnish adequate compensation therefor) within fifteen (15) days after receiving written notice requiring it so to do. Notwithstanding the foregoing provisions, a breach which entitles the Client to terminate the Contract immediately will include but will not be limited to the following:

10.1.1.1 if the Client makes any voluntary arrangements with its creditors; becomes subject to an administration order; goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or if an encumbrancer takes possession, or an administrative receiver or administrator is appointed, of any of the property or assets of the Client; or the Client ceases, or threatens to cease, to carry on business or suffers any action in consequence or debt; or the Company reasonable apprehends that any

of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly;

10.1.1.2 if the Client fails to pay any sum as it falls due, unless subject to a bona fide dispute and provided the 7

undisputed amount has been paid.

10.1.1.3 if the Client breaches Conditions 6.1.

10.1.1.4 if any sub-contract between the Company and a third party acting as the hosting provider of the Website is terminated.

11 SUB-CONTRACTORS

11.1 The Company may sub-contract the supply of the Services. The Company agrees that it shall be

responsible for the actions or omissions of any sub-contractor used by it in connection with any of the Services or with satisfying any of the Company’s responsibilities under the Contract.

12 ASSIGNMENT

12.1 The Client shall not be entitled to assign, transfer or dispose of any right, obligation or interest in

or arising out of the Contract or any part of it without the prior written consent of the Company.

12.2 The Company may assign the Contract or any part of it to any other person, firm or organisation.

13 FORCE MAJEURE

13.1 A party shall not have any liability for any loss or damage if its performance of any obligations under the Contract (other than non-payment of amounts that are due and payable) is delayed, hindered or prevented by any cause beyond its reasonable control, including, without limitation, fire, storm, flood, earthquake, accident, adverse weather conditions, explosions, Acts of God, war, governmental controls, restrictions or prohibitions, strikes, lock-outs, industrial action, employment dispute, protests, traffic congestion, vandalism, interruptions in communications or power supply and mechanical breakdown, failure or malfunction of computer systems. In the event of such delay, hindrance or prevention, such party shall be entitled to postpone delivery or performance by the duration of interference plus a reasonable start-up time thereafter, or to cancel the Contract in its entirety or partially, insofar as it has not been performed without incurring any liability for non-performance.

14 COMMUNICATIONS

14.1 All communications between the parties about the Contract must be in writing and delivered by hand or sent by pre-paid first class post or by facsimile transmission or by e-mail to its registered office or such changed address as shall be notified to the other party from time to time.

14.2 Communications shall be deemed to have been received:

14.3 if sent by pre-paid inland first class post, 4 days after posting (exclusive of the day of posting);8

14.4 if delivered by hand, on the day of delivery;

14.5 if sent by facsimile transmission or e-mail on a working day (in England) prior to 4.00 p.m., at the time of transmission and otherwise on the next working day provided the sender can show satisfactory transmission.

15 GENERAL

15.1 No waiver by the Company of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

15.2 No variation to these Conditions shall be binding unless agreed in writing by a Director of the Company.

15.3 If any provision of these Conditions is held by a competent authority to be invalid or unenforceable

in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.

15.4 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

15.5 The Contract shall be governed by the laws of England and any dispute arising out of or in

Service Level Agreement
Area
Action
Detail
Client Service Client management
Contact reports will be issued within 24 hours of meeting
A weekly status report will be provided on major projects/multiple project accounts
Ensure that all calls and emails are responded to by the end of the day
Keep the client up to date on relevant information re: jobs in progress
Provide alternative solutions for any issues that may occur
Pre-inform client of all team absences, provide detailed handover notes and replacement agency contact (to be introduced at least 12 hours in advance).
Project/account review meeting with Client Management team and client on quarterly basis
Creative Concepts
3+ concepts will be presented, supported with a strategic and creative rationale. Recommendation provided if requested
Creative execution will adhere to client brand (and guidelines where available) where appropriate
Creative team will attend presentation where feasible
A creative review of each client will take place on a quarterly basis
Project management Planning and scheduling
A detailed timing plan will be presented with concepts. This will be updated and redistributed when relevant.
Project and production timing plans will be adhered to and in the event of milestones being missed, a revised timing plan will be provided. Any changes to ultimate delivery will be discussed and agreed with the Client.
About Time will always aim to meet the original deadline. Where this is not possible potential alternative solutions will be provided.
Production Costs
A cost estimate will be presented with concepts.
Production cost estimates will be obtained from 3 suppliers. One cost estimate will be created based on the most appropriate supplier for the job.
About Time will proceed with the relevant action following written approval of costs.
A concept will be delivered on budget, in the event of a concept being over budget, an alternative on-budget alternative solution will be provided.
Finance Billing
Any changes to costs will be discussed with the client and documented via email.
A final cost estimate will be provided at the end of the job.
Following client approval of final costs an invoice will be issued.
Financial review on quarterly basis

Web hosting service level agreement
Service Level Agreement

This agreement describes the standard level of service that all website hosting customers can expect from About Time. It attempts to quantify the levels of service that all hosting customers can expect, and the remedies we offer if we fail to provide service at those levels.

About Time provide a reactive hosting service for all websites and offer a 99% uptime. We do not constantly check the websites we host to ensure they are functioning correctly as routine use, maintenance and software updates can affect website functions. It is therefore the responsibility of the client to ensure their website is opperating as it should. ‘Always on’ and ‘managed hosting services’ support can be provided and can be quoted on on a case-by-case basis.

99.9% Network and Servers Uptime

About Time guarantees that the customer’s website, which is hosted on the About Time network and Servers, will be available 99.9% of the time, excluding maintenance, as defined below. Network downtime is defined as the customer’s hosted website being unable to be viewed or accessed through the Internet, caused by failure of network equipment managed and owned by About Time, excluding scheduled or emergency maintenance.

Maintenance means scheduled maintenance or emergency maintenance. Scheduled Maintenance means any maintenance in the About Time network/servers of which the customer is notified at least 5 days in advance. Emergency maintenance means any maintenance in the About Time network/servers that: (a) in About Time’s sole discretion, is necessary to avoid an immediate threat to the About Time networks/servers or customer’s server and (b) of which customer is notified.

Response times

Support, unless noted otherwise in a supplementary service level agreement, technical support is provided by About Time on a first-come, first-served “best effort” basis. We aim to at least acknowledge, if not fully answer, all emails to our advertised support address (letushelp@abouttimecreative.com) within 4 working hours. We aim to answer the phones during working hours, but under times of high demand or staff sickness, may defer to an answering service where we promise to return all messages as soon as possible.

WordPress

For those websites hosted by About Time which have been built (or part-built) upon the WordPress platform, please be aware that WordPress irregularly makes updates which means that About Time may need to make updates to your site so that your website continues to work upon our servers. It is not known how many times per annum that WordPress makes updates, however, we estimate between 4 – 8 updates per year. The more functionality a WordPress site has the more time needed to make updates to that website.
About Time works reactively for such updates – we respond should we be informed of a critical change (by WordPress) or should the client point out an error in functionality. Please note, About Time cannot be held responsible for any functionality failure caused directly by an update to WordPress or a plug-in of which we were not made aware.
About Time will charge a minimum of £250 per annum for these updates. This cost will be invoiced at the same time as the hosting fee which is yearly in advance. Please note, WordPress updates are not considered to be maintenance of a website.

Plug-ins

On occasion, when budget, time or requested functionality limits the opportunity for a bespoke build, an off-the-shelf solution in the form of a third party plug-in may be implemented.

Premium plug-ins may in some cases, require a subscription based or one-off licensing fee. Whilst About Time will make every effort to minimise ongoing maintenance costs, premium plug-ins will need to be updated outside of our update agreement, with any additional costs agreed by and passed onto the client.

Invoicing

Website hosting runs annually, paid in advance. An invoice will be sent automatically at the time of renewal. Should a client not wish for About Time to renew the hosting service, we request a notice period of one month in advance of cessation along with details to where you would like the web files sent. If we do not hear such a request, it will be assumed that you do wish the web hosting to be renewed and are in agreement with the terms for the following year.

Should About Time be informed after this months notice period, About Time cannot be held liable for any delays caused in the transfer of hosting of your website to another server.

The Service level agreement runs in conjunction with About Time’s standard terms and conditions.

Exceptions

The customer shall not be entitled to any credit hereunder if the network downtime is caused by: (i) actions of the customer or others authorised by the customer to use the service under the Agreement; (ii) customer application, software, or customer’s operating system failure, (iii) the result of network maintenance activity, (iv) denial of service attack, hacker activity, or other malicious event or code targeted against About Time or a About Time customer, or (v) failure of any network or Internet Infrastructure not owned or managed by About Time (vi) If customer has more than one website hosted on About Time networks or servers, then a claim may be accepted for one hosted website.

Definitions

“About Time”, “we”, “us”, “our” means About Time Ltd Creative House, Whitsundoles Farm, Salford, Milton Keynes, Bucks. MK17 8BU.
“Service” means any hosting or connectivity service offered by About Time, including but not limited to Hosting Services or Dedicated Hosts, Support and Maintenance Agreements.
“Customer”, “you”, “your” means you, the person or persons in whose name(s) a service is maintained by.
“Technical contact” means a person or persons nominated by the Customer with whom About Time can discuss all matters of a technical nature relating to the Service.
“Working hours” means 30am to 5.30pm, Monday to Friday, excluding English bank holidays.

Terms & Conditions
Definitions:
‘The Company’ is About Time Limited. ‘The Client’ means the party, or any person acting on their behalf with whom the Company contracts.

PO = Purchase Order / VAT = Value Added Tax

All charges & prices for services carried out by the Company are subject to VAT (where applicable) at the prevalent rate.
All estimated prices quoted, whether written or verbal, are for the listed and mentioned services only. Any additional services required to complete a project will be quoted for in advance and charged accordingly. Deliveries and couriers are additional.
A signed purchase order (preferably with a PO number and project value) will need to be raised for the full quoted and agreed amount before work can commence on any job. A separate PO may need to be raised for any extras such as distribution, storage, deliveries or mailing.
All work is billed either monthly or on completion of project stage, or the relevant hourly charge as previously agreed.
All estimates are based on expected or agreed design time and include two sets of authors corrections where alterations are called for by the Client, or if additional changes are required by client.
Where there is a change of brief, the Company will inform the Client in advance of any extra costs likely to be incurred.
All projects are planned to an agreed schedule. Non-adherence to this schedule by the Client may result in compromising final delivery deadlines. If this is likely to occur, the Company will advise the Client as soon as this becomes evident and suggest an alternative solution where feasible. This may incur additional costs.
Whilst every effort will be made to achieve agreed delivery, the Company cannot accept liability or be held financially responsible for any targets or deadlines being missed for delivery of any work which is outside of the Company’s control.
For all new clients payment for the full or part amount + VAT may be requested in advance of commencement, as agreed between parties. For any subsequent invoiced work, the Company must receive full payment not later than 30 days after the date of Invoice. The Company reserves the right to make a surcharge of 2% per month interest to accounts that are not paid by this time. Client credit screening may affect any subsequent credit agreement.
Once a client has agreed to the Company’s current Terms and Conditions on a credit account with the company, About Time shall invoice in project stages e.g. Stage 1 Conceptual Design, Stage 2 Detailed Design and Design Development etc. Upon stage completion unless where exceptional terms have been agreed with the client.
About Time reserves the right to invoice for any disbursements for part works carried out including third party costs incurred on a project should the project be unable to be completed for any reason or has been delayed/put on hold by the Client for a period of 4 weeks or more then stage invoicing will occur.
In good faith, About Time would hold any supplied files, originals and materials for a period of up to 12 months. Resumption of works on the project would be completed according to the original schedule of costs so long as the project specification remained unaltered.
Disbursements on behalf of any client may result in a request for payment in advance from the Client.
All creative work produced and devised during a project(s), creative, digital, software files and related correspondence remain the property – physically, intellectually and in copyright, of the Company until full payment has been made on the Client’s account, and all project costs have been cleared.
Once final proofs/materials have been signed off, the Company cannot be held responsible financially or otherwise for any errors relating to print, programming or any end product.
It is the responsibility of the Client that all materials (including, but not limited to images, diagrams, logos, videos, data, as well as intellectual property in other media) supplied to About Time by the client will have the relevant copyrights, licenses and permissions for use in the commissioned project. About Time will not accept responsibility/liability for infringements caused by any wrongly supplied materials.
The Company reserves the right to commission freelance support or outsource any job if it is felt it is in the best interests of the Client. Any outsourced job remains the property/responsibility of the company and such services are deemed to be carried out ‘indirectly’ by the Company.
As part of larger projects which involve 3rd parties commissioned directly by the client, the Company will not be held responsible in any way for services not carried out/managed directly or indirectly by the Company.
Advice of any loss, quality or damage issues must be reported to the Company within five clear working days of delivery and receipt (whether be printed or digital) and and any claim in respect thereof must be made in writing to the Company within 3 working days thereafter. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with.
In the event of any bona fide dispute or difference arising between the parties in connection with the Contract (excluding any dispute relating to non payment of the Charges, for whatever reason), the parties shall attempt to resolve such dispute or difference in good faith or by mediation. It is the responsibility of the Client to inform the Company immediately of any issue that may lead to a dispute (including but not limited to quality, service, cost, deadline), without such information, no disputes will be entered into.
Every endeavor will be made to deliver the correct printed quantity ordered, but estimates are conditional upon margins of 5%. The Company reserves the right to change/alter ordered amounts in the Clients best interest.
Whilst taking every care to protect all media and correspondence supplied, the Company cannot accept liability or be held responsible financially or otherwise for any loss. Disputes will not be entered into.
The Company cannot guarantee the Client exclusivity of any marketing concept, strategy, design or other intellectual property provided. Therefore the Company will not accept liability for any alleged claim from the Client or any Third Party as the result of unintentional similarity in part or whole of a Third Party’s copyright protected or registered trademark or brand, identity, strapline, colour usage, image style and content, product or otherwise.
It remains the Client’s responsibility to seek copyright protection if desired for any creative/intellectual property provided to the Client by the Company.
In accordance with GDPR, should the Client wish for About Time to handle/process any of their customer data or to provide systems to process personal data (eg web-based databases), it is the Client’s legal responsibility to ensure the processes requested of us are data-compliant and to have a written contract in place with us to carry out such processes. Furthermore, it is the Client’s responsibility to ensure they have obtained consent from the individuals for the personal data they pass over to us for processing.
If at any point during the design or development cycle a client wishes to cancel, they may do so but will be invoiced an amount that About Time judges to be proportional to the amount of work completed on the commission and further compensatory charges for booked design time or printing press time or any other supply costs accruing.
The Company reserves the right to the addition of our Company credit on printed or digital projects unless instructed otherwise by the Client and, to the use for self-promotion any work carried out for the Client.
The Company reserves the right to use both initial creative concepts and final approved design work for the purposes of the Company’s marketing activities (both online and offline) unless otherwise requested/agreed with the Client.
Terms and Conditions may be changed at any time without prior notice to its clients. Notification will be sent to all clients at the time of the Terms and Conditions alterations.
The company shall be under no liability if it should be unable to carry out any provision of the contract for any reason beyond it’s control including (without limiting the foregoing), Act of God, Legislation, War, Act of terrorism, Fire, Flood, Drought, Failure of power supply, Lock out, Strike by employee’s in contemplation of furtherance of dispute or inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Customer may, by written notice, elect to terminate the contract and pay for work done and materials used, but subject thereto, shall otherwise accept delivery when available.
About Time will have a lien over any product, data or materials if all payments due from you have not been paid and cleared in full within 1 month from the date of the invoice. We reserve the right to withhold supply of goods and, in the case of web services, this includes recalling services including the hosting of websites.
The Client is agreeing fully to the Company’s trading Terms and Conditions by commissioning our services.

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