We will always do our best to meet your expectations and deliver the results you want. But it is important to have things written down so we know how our professional relationship will work and what will happen if something goes wrong. Our Terms of Business are in plain English so that everyone understands what we are agreeing to. We want a long-term, mutually beneficial, professional relationship with you.
You ([customer name]), located at [customer address] agree to hire Us (The Forge Partnership Ltd, registered in England and Wales number 13334955) under these Terms of Business to deliver the goods and services set out in any accompanying or future proposal, estimate or quotation (the Proposal). You agree that all goods and services we deliver to you will be under these Terms of Business unless we change them and send you a copy.
You will have regular opportunities to follow our progress, review our work and provide feedback. If you have specific requirements for monitoring progress, reviewing work and providing feedback, tell us and we will include the processes in our Proposals.
If at any stage you are not happy with the direction our work is taking, tell us and we will try to put it right. We hope you will not, but if you prefer you can pay us in full for everything we have produced until that point and cancel your contract with us. If you have a monthly fee agreement with us, the fee for everything we have produced before cancellation will be our day rate multiplied by the number of days we have worked on your project.
When we consult for you we always aim to advise you how best to achieve your goals and requirements. We will also tell you about any implications that we are aware of concerning decisions or choices of actions that you may take based on our opinions.
As part of our consultancy service we may recommend you use third-party software or services. While we are careful which third-party software or services we recommend, we do not make any guarantee or offer any warranty to its suitability for any given purpose.
You should satisfy yourself that any third-party software or service we recommend will offer warranties, guarantees, reliability, provision of service and terms of service that meet your requirements.
We know from experience that fixed-price contracts with every deliverable itemised are rarely beneficial to you or us. They often limit you to your earliest ideas and requirements without the flexibility to adapt to your new or changing priorities.
We do not want to limit your ability to change your mind or requirements. So we prefer to work in short, very well defined cycles. The time and fee estimates in our Proposals are usually based on the amount of work we think is needed to accomplish everything you have told us you want to achieve in the first cycle.
We are happy to be flexible. If you change your mind or add anything new to the current work cycle, we will provide a separate time and fee estimate for that. But we will suggest that you stick to the agreed scope of the work cycle so it will not take longer or cost more. Any changes or additions can be made in the next work cycle if they are still business priorities for you.
If we are working with you under a fixed-price and fixed-deliverable contract, you can still change your mind or add new requirements to the project. We will provide a separate time and fee estimate for changes or additions.
Unless it is included in our Proposal, we are not responsible for writing or inputting any text copy. If you would like us to write new content or input text for you, we can provide a separate time and fee estimate for that.
You should supply graphic files in an editable, vector digital format. You should supply photographs in a suitable high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you would like us to search for and purchase stock graphic materials or engage a photographer, illustrator or other graphic artist to produce materials, and we have not included that in our Proposal, we can provide a separate estimate for it.
Since 2010 browser testing does not mean attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It is impossible to do that because different browsers have different technical capabilities. Browser testing means ensuring that a person can access the website content and perform the actions they need to on the website. Their experience of the design is appropriate to the capabilities of the browser and device they are using.
We test our work in current versions of major browsers available for computers, smartphones and tablets.
We will not test in older browsers, Internet Explorer 11 and earlier for example, unless you ask us to. If you need an enhanced design for an older browser or a specific niche browser and it is not already included in our Proposal, we can provide a separate time and fee estimate for that.
Like all design and development studios we write our own software code and we also use software code written by third-parties to speed up development times. We choose third-party software carefully based on our professional opinion of the best options for your project, including safety, security and error free code. Usually, third-party software has been through more security vetting, checking and correcting than you or we could afford to do alone.
While we test the software code we write, we cannot, however, guarantee that it or the third-party software we use will be secure and error-free. It is normal for bugs and security issues in software to be discovered over time. Security and maintenance upgrades are released for actively maintained and supported software to correct issues. We recommend following a planned programme of maintenance to ensure security and maintenance upgrades are tested and applied.
Active maintenance of software code sometimes ends, when a new major version is released for example. In this situation, when we know that software has become legacy, we will tell you and recommend a suitable solution.
While we are careful which third-party software we recommend and use in projects, we cannot make any guarantee of its suitability for any given purpose or offer any warranty.
We can arrange for external security testing of the software code we write and third-party software we use. If you want external security testing, we can provide a separate time and fee estimate for that.
Unless it is specifically included in our Proposal, once we have delivered your website or application we will not provide ongoing security and maintenance patches or upgrades to your website or the code it’s built with.
If you want us to provide a maintenance package that includes security patches and bug fixes (along with other services such as content management and marketing), we can provide a separate estimate for that.
You understand that by choosing not to have your site maintained and security patched you may be leaving it vulnerable to hackers and other criminals. You also understand that if your website is hacked and you have chosen not to have your site maintained and security patched you may be at risk from prosecution, for example by the Information Commissioner’s Office if they suspect a breach of the Data Protection Act 1998.
Our hosting is designed to be reliable and robust, and to keep your website operating smoothly at all times. To help us achieve this, we have the following terms and conditions:
You guarantee that all elements of text, images, or other artwork you provide are either owned by yourselves, or that you have permission to use them.
When your final payment has cleared, copyright will be automatically assigned as follows:
We always recommend you give us advanced notice about future work or projects you want us to deliver, so that we can ensure we are available to provide the service.
We will make our best efforts to deliver emergency, urgent or rushed requests for goods or services. We do not guarantee to be available to undertake emergency, urgent or rushed work, unless we agree otherwise.
We will make our best efforts to deliver requests for goods or services which require availability during Unsocial Hours. We do not guarantee to be available to provide goods or services which require availability during Unsocial Hours, unless we agree otherwise.
Unsocial Hours are before 8.30am and after 6pm each week day; 24 hours on Saturdays, Sundays and Bank Holidays.
Our Proposals will usually include an estimate of the fee for delivering the goods and services outlined in the Proposal.
We will calculate the fee to deliver services based on our daily studio rate at the time we undertake the work or project, unless we agree otherwise.
If our Proposal does not include a fee estimate for emergency, spontaneous, unplanned or ad hoc service delivery, including work, advice, consultancy and research, we will invoice you for delivering any such service lasting longer than 10 minutes. We will calculate the fee for all ad hoc service delivery based on our hourly studio rate at the time we undertake the work or project.
We will calculate the fee for services delivered during Unsocial Hours at 1.5 times our hourly studio rate at the time we undertake the work, unless we agree otherwise.
We may incur expenses while undertaking work you have engaged us to perform. If our Proposal does not include provision for expenses, we will invoice you for expenses which are reasonable and properly incurred. We will agree any expense purchases with you before they are made, except for emergency or urgent situations where your permission cannot be obtained in advance.
Goods and services purchased by us for you (photography, stock images and fonts, for example) are invoiced at cost plus 30% or £20, whichever is greater. We will agree all purchases with you before they are made, except for emergency or urgent situations where your permission cannot be obtained in advance.
We are sure you understand how important it is for any business and especially a small business like us, that you pay the invoices we send you promptly. We will be investing in our relationship with you and the work we do for you will add to your bottom line. So you agree to honour the payment schedule.
Our payment terms are 15 days unless we agree otherwise.
Deposit payments are required to be paid before the project commences unless we agree otherwise.
You can pay invoices by electronic transfer, credit or debit card, standing order, or direct debit.
Although we would not want to do it, under the Late Payment of Commercial Debts (Interest) Act 1998, we reserve the right to charge interest on invoices we send you that become overdue. Interest will be calculated at 8% of the outstanding invoice amount plus the Bank of England Base Rate in force on the day that payment became overdue.
We retain ownership of any product, data or materials we deliver to you until your final payment of our invoice for the goods or services has cleared. If all payments due from you have not been paid and cleared in full within 1 month from the date of our 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.
Neither you or we can be liable to the other for losses caused by delays or failures beyond reasonable control including:
While we test our work, we cannot guarantee that it will be error-free. So we cannot be liable to you or any third-party for damages, including lost profits, lost savings, or other incidental, consequential, or special damages, even if you have advised us of them.
You cannot transfer your contract with us to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes illegal, invalid or unenforceable, the remaining parts of it remain in place.
Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of English and Welsh courts.