Terms and Conditions
It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
1. Prices & Quotations
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.
4. Completion of Work
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.
Termination of services by the Client must be requested in a written notice or email and will be effective on receipt of such notice. Telephone requests for termination of services will not be honoured until and unless confirmed in writing or email. The Client will be invoiced for work completed to the date of first notice of cancellation for payment in full immediately.
6. Copywright & Ownership
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.
9. Email, web hosting, Domains and web back up services
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.
10. Domain Names
From time to time Carrdale may purchase domain names on behalf of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment by the client is not the responsibility of Carrdale. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
Whenever Carrdale are providing hosting services as outlined above the client must understand that the hosting of emails, domains and/or websites does not automatically 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.
12. Website content – general
Carrdale will not be responsible for any content, whether provided by the client, third party or authored by Carrdale. On launching a website it is understood that the client will have checked the content (including but not restricted to text, images, links, pdfs, contact forms, contact details such as phone numbers, email addresses, physical addresses, location maps and opening times) and that the said content is deemed to be accurate and correct.
13. Website content management systems
Where Carrdale have provided a content management system for a website (including but not restricted to WordPress) it is understood that
- Where the content management system is opensource that Carrdale cannot ultimately be held responsible for the security or content of the website.
- Where the client has been provided with a username and password to the administration area of the website Carrdale cannot be responsible for the content.
- 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.
14. Web Browsers
Carrdale makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Microsoft Edge, Google Chrome, Safari). The client agrees that Carrdale cannot guarantee correct functionality with all browser software across different operating systems.
Carrdale cannot accept responsibility for web pages which do not display acceptably in obselete versions or new versions of browsers released after the website has been designed and handed over to the client. As such, Carrdale reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
15. Website search engine rankings
- Unless explicitly specified as part of a project, we do not include search engine optimisation services with the configuration of your website. As search engine rankings are dependent on a wide range of factors outside our control, we make no warranty or guarantee of such rankings.
- When configuring a new website where a current one exists, whilst we will endeavour to maintain existing rankings, as search engine rankings are dependent on a wide range of factors outside our control, we cannot in any way guarantee that such rankings will be preserved. In such cases it will be the responsibility of the client to draw our attention to current rankings by a formal, written notice, upon receipt of which a separate contract will be prepared to include a specific strategy for preserving search engine rankings.
16. Spam, Viruses and digital intrusions
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.
17. Use of Images
Where the use of images is required, whether in print or online, it is understood by Carrdale that any such images, whether sourced by Carrdale, 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.
18. Website and Email Compatibility
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.
19. Website maintenance agreements
On payment of the annual maintenance fee Carrdale undertake to regularly visit the client website(s) and to check that any elements on which updates are required are undertaken. As updates can be published at any time Carrdale cannot guarantee that the update will be performed at any particular time following the publication of the said update. Whilst Carrdale will endeavour to perform the update and check subsequent functionality to their best endeavours, the client accepts that such updates are published by third parties beyond Carrdale’s control and, as such, Carrdale cannot be held responsible for any subsequent failures of the client website.
20. WordPress Website plugins, themes and versions
Where the client website is created on the WordPress platform Carrdale will, from time to time, make use of themes, templates and plugins. These are provided by third parties and whilst Carrdale will endeavour to select the most suitable for the client website, Carrdale cannot be held responsible for the proper functioning of such themes, templates and plugins and any subsequent loss of function of the website arising therefrom.
21. Storage of Sensitive data
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.
These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s acceptance via email, text of any quotation or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our terms and conditions.
24. Governing Law
This Agreement shall be governed by English Law.
Carrdale hereby excludes itself, its Employees and or Agents from all and any liability from:
Loss or damage caused by any inaccuracy;
Loss or damage caused by omission;
Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the website;
Loss or damage to clients’ artwork/photos, supplied for the site. Immaterial of whether the loss or damage results from negligence or otherwise.
The entire liability of Carrdale to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid clause.
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.