All price quotations are given excluding VAT and VAT will be leviable at the appropriate rate or rates. Any preliminary quotation given is provisional upon sight by Carrdale of the client’s specific requirements and subject to firm final instruction details from the client ('final brief'). After final brief and before work can commence Carrdale will prepare a final quotation delivered by email. Receipt of this email is deemed to be an acceptance of the quotation unless the recipient notifies Carrdale of any amendments or queries before work commences.
Carrdale will endeavour to clarify all parts of any quotation given, but will not be responsible for misunderstandings arising from necessary use of technical terminology.
Prices agreed by Carrdale will not change unless there is a material change in the brief. Reasonable typographical changes to copy (author’s corrections) will not affect agreed prices, but alterations in the brief requiring alterations to the copy will entitle Carrdale to amend prices as necessary.
Prices quoted by Carrdale remain valid for acceptance for 28 days from the date of quotation, but thereafter are subject to alteration without notice.
Unless suitable credit agreements can be agreed, Carrdale will require cash with order.
If credit arrangements are agreed, they may include rights for Carrdale:-
(a) to effect interim billing in the case of work likely to take more than one month to complete
(b) to require advance payment by the client of necessary disbursements incurred or to be incurred by Carrdale in carrying out the work contracted to be done.
(c) In the case of websites both (a) and (b) above apply but where final payment has been agreed to be made ‘on completion’ this is defined by the completion of the work and not the point at which the website goes live. Unless otherwise stated in any pre-production agreement, content is not material in the contract to build a website. Carrdale will not accept a delay to completion by the failure of the client to provide such content.
Unless otherwise agreed, payment of sums owing to Carrdale are due within 28 days of the date of invoice. In the event of non-compliance with this or any other credit term agreed, Carrdale will not continue or undertake work for the client concerned unless and until the payment position is satisfactorily rectified.
If any sum owing to Carrdale is not paid in full by the due date, Carrdale shall be entitled to charge and receive interest on such sum or the unpaid balance of it at the rate of 4% above the HSBC Bank Plc base rate for the time being, such interest being chargeable from the date of invoice to the date of actual payment.
Disbursements properly incurred by Carrdale in the course of a contract shall at all times be due and owing by the client to Carrdale until fully reimbursed.
In the case of websites, completion and 'go live', although often simultaneous are not the same. Completion is defined by all works outlined in your quotation having been undertaken. Should the work be spread over more than one calendar month or significant delays caused by the client be encountered, we reserve the right to invoice work in progress. Should delays caused by the client extend beyond two months we reserve the right to invoice in full and no further work shall be undertaken until such time as full payment has been made.
Copyright and ownership of intellectual property remain vested in Carrdale at all times unless and until purchase thereof and payment in full by the client. No unauthorised use shall be made of artwork or other material provided by and remaining in the ownership or under the control of Carrdale.
Carrdale reserves the right to make a charge of not less than £120.00 plus VAT to cover the administration costs of each authorised delivery of artwork to or on the instructions of a client.
Unless otherwise specifically agreed, time shall not be of the essence in any contract, save that Carrdale will seek to agree a timetable which they will use their best endeavours to observe. Carrdale will not in any event be responsible for failing to meet a deadline caused by delays on the part of the client or otherwise beyond their control.
Carrdale will not be responsible for any errors of proof-reading by the client whether in printed material or online. The client will be required to notify by email that they giving authority to proceed with print production and / or digital broadcast.
From time to time Carrdale may offer to arrange the provision of domain registration, email inboxes, website backup and website hosting. In all of these instances Carrdale will act as broker between the client and a third party provider and will not be deemed to be providing the service itself. As such Carrdale cannot be held responsible for any failures in such services nor for any loss of data or business arising therefrom. It is the responsibility of the client to seek independent IT advice as to the suitability of the services offered.
Whenever Carrdale are providing hosting services as outlined above the client must understand that the hosting of emails, domains and/or websites does not include a back-up for these services. Carrdale may, from time to time, make recommendations of certain third party back-up companies but as broker for these services Carrdale will not be held responsible for any loss of data of whatever nature.
Where Carrdale have provided a content management system for a website it is the responsibility of the client to inform Carrdale of any changes made to their website via such content management systems. If such notice is not provided Carrdale cannot be held responsible for any loss of changes by the subsequent uploading of files to the web/ftp server from local Carrdale computers or the computers of any third party whom Carrdale may have appointed as their agent.
It is the responsibility of the client to ensure that they have suitable firewalls, anti-Spam and anti-virus mechanisms in place. Carrdale cannot be held responsible for any loss of service, data and consequent business arising from such intrusions.
Where the use of images is required, whether in print or online, it is understood by Carrdale that any such images provided by the client or by any agents and/or third parties appointed by the client, are covered by suitable ownership, usage rights and/or copyright. Carrdale cannot be held responsible for any breaches of copyright and/or usage under any circumstances.
Whilst every care and effort is made by Carrdale to ensure that any work that will be delivered online will be compatible with standard operating systems, internet browsers and devices, Carrdale cannot be held responsible for any failures of delivery and any consequent loss arising from incompatibility.
From time to time Carrdale may find it necessary to store sensitive client data for the purposes of access to client servers in relation to the setting up and maintenance of such things including, but not restricted to, websites, databases, email and domain names. Such information that Carrdale holds is stored on remote servers and is encrypted to the highest standards reasonably available*. However, any such data offered to Carrdale is done so entirely at the client's own risk and no responsibility can be taken for the loss, corruption or acquisition by a third party for whatever reason. It is the responsibility of the client to make their own arrangements for the safe and secure storage of passwords and usernames that relate to any of the work undertaken by Carrdale.
*Carrdale's encryption services are provided by Boxcrypt®. For full details of their encryption click here.
Carrdale do not undertaking printing, but may agree to arrange it if required.
Where Carrdale act as agents for production:
It must be understood in particular that, whilst every care will be taken to match colours on the printing press or other output device to the proof or proofs, such proofs cannot for technical reasons be an absolute guarantee of reproductive accuracy.
Where Carrdale are not acting as agents for production:
Where Carrdale are required to release artwork to the client or to a third party specified by the client Carrdale will not be responsible for any errors of proof-reading by the client, who will be required to “sign-off” the pre-press proof of artwork before it can be released. Where the release is required in digital form (i.e. by removable media or electronic transfer) Carrdale will not be responsible for changes to the artwork arising from copying to that media, corruption of the media or corruption during electronic transfer.
The Client hereby agrees that all media and content made available to Carrdale for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend the Developer from any claim or suit that may arise as a result of using the supplied media and content.
Carrdale provides their websites and the contents thereof on an ‘as is’ basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. The Developer cannot guarantee the functionality or operations of their website or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.
The Client agrees that the Developer is not liable for any bugs, performance issues or failure of their website where that website is built on a third party platform including, but not limited to, Wordpress, Drupal and Joomla, as these are open-source softwares distributed under the GPL (“GNU General Public License”) and are maintained and developed by a community of thousands of users and developers. Any bugs, performance issues or failure with the software will be directed to the appropriate development forum.
The Developer endeavours to provide a website within given delivery time scales to the best of its ability. However, the Client agrees that the Developer is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery time scale.
The Client agrees that the Carrdale is not liable for any failure to carry out services for reasons beyond its control, including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
Carrdale is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.
On handover of files from Carrdale to the Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use. Whilst every effort is made to make sure files are error free, Carrdale cannot guarantee that the display or functionality of the web design or the website will be uninterrupted or error free. If, after handover of files, errors are found in code Carrdale has created and the standard development platform, domain name set-up and hosting set-up are the same as when work began, then the Carrdale can correct these errors for the Client free of charge for a period of 3 months, after acceptance of the work. However, where the Client has access to their hosting platform, Carrdale reserve the right to challenge errors discovered subsequent to handover on the basis that the code may be accessed by the Client and / or the Client’s employees or agents. Notwithstanding, after the 3-month period, Carrdale reserves the right to quote separately for any work involved in correcting an error.
If, after handover of files, errors are found in code Carrdale has created and the standard development platform, or the domain name set-up or hosting set-up have been changed, the Developer can correct errors and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name set-up or hosting set-up.
Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, Carrdale reserves the right to cancel forthwith any projects and invoice the Client for any work completed. Carrdale shall have no liability to the Client or any third parties for any damages, including but not limited to claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or website, even if Carrdale has been advised of the possibility of such damages. There are sometimes laws and taxes that affect Internet e-commerce. The Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend carrdale and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet e-commerce.
Carrdale may from time to time recommend to the Client that updates are needed to their site, including but not limited to new legislation compliance, software compatibility and web standards. Carrdale reserves the right to quote for any updates as separate work. The Client agrees that the Carrdale is not liable for any failure to inform or implement these updates to their site. The Client agrees that it shall defend, indemnify, save and hold Carrdale harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.
Neither party shall have any liability under or be deemed to be in breach of this Contract for any delays or failures in performance of this Contract which result from circumstances beyond the reasonable control of that party (a "Force Majeure"). The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and of when they expect the circumstances to cease to do so. If such circumstances continue for a continuous period of more than 90 days, either party may terminate this Contract by written notice to the other party.