Terms of Business

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.

What Do Both Parties Agree To?

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

  • You have the authority to sign Proposals we send to you and by doing so enter into contract on behalf of yourself, your company, or your organisation.
  • You will give us everything we need to complete the project as and when we need it.
  • You will give us any digital files we need in a format we can work with.
  • You will review our work, provide feedback and approval in a timely manner too.
  • Deadlines work both ways, projects involve work in partnership. So you will also be bound by dates we set together.
  • You agree to honour the payment schedule set out in the Proposals we send to you. If there is no payment schedule in a Proposal, you agree that we will invoice you each month for work we have done for you during that month and you agree to pay all invoices within 15 days.

Us

  • We have the experience and ability to do everything we have agreed with you.
  • If you want us to do something we do not have enough experience with, we will discuss it with you. We might suggest working in partnership with another company or using a freelancer with specialist skills. We will always be upfront with you about it.
  • We will undertake everything we have agreed with you in a professional and timely manner.
  • We will endeavour to meet every deadline that is set.
  • We may use suitably experienced and skilled subcontractors to help us complete work.
  • We will maintain the confidentiality of everything you give us.
  • We will make sure that work we do for you is regularly backed up. So if there is an IT problem we will not lose all your work.

Details

Feedback and Cancellation

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.

Consultancy

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.

Changes and Revisions

Flexible Projects

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.

Fixed Projects

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.

Textual Content

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.

Photographs and Graphics

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.

Website Browser Testing

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.

Website and Application Software Development

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.

Website and Application Technical Support

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.

Website Hosting

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:

  • Feature Control - We reserve the right to review included features and/or disable features for security reasons.
  • Site issues - Whenever possible, we will notify you in advance if we find possible problem scripts on your domain. This may not always be possible and we. It is your responsibility to ensure that your scripts are kept up to date and are secure.
  • Disallowed content - We do not allow adult material, foul or abusive language, Warez, illegal MP3 sites, Slander, Libel, impersonations, promotion of violence or terrorism, racial, sexual, political discrimination or other services we deem inappropriate. The designation of "adult material" is left entirely to the discretion of Blackfoot and includes pornography and escort agencies. Warez - Includes pirated software, ROMS, emulators, phreaking, hacking, password cracking. IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide "links to" or "how to" information about such material. You must not use .htaccess or other system files to bypass server rules. We review our hosted sites regularly and any breach of these terms and conditions will be removed from our servers immediately and no refund will be due.
  • Legal Access - We may grant access to any account on our servers if required to do so by a Legal Authority.
  • Resource Abuse - Accounts that use excessive amounts of system resources that result in degradation of server performance will be offered an upgrade at a fair market rate. If left unresolved within 48 hours, the account will be subject to suspension at our discretion to preserve the service for other users.
  • Resell - You are not permitted to resell or give away any of their web space or any service provided by us.
  • Uptime - We endeavour to deliver over 99.95% network uptime, however the client accepts that server downtime, whether for system upgrades or any other reason, may occur and there will be no compensation paid for any period of downtime in any event, though a claim can be made to extend the length of your hosting in the unlikely event it exceeds 4 successive hours. The extension will be calculated as one extension for every hour beyond the 4 hours.
  • Backups - For Managed Premium Hosting & Support and Business+ Secure Hosting & Support plans your web space (files and database) will be backed up at least once daily, as well as periodic copies stored in the cloud as appropriate.
  • Third-party providers: We are not responsible for third-party hosting and reserve the right to invoice for our time at our day rate for website investigations that turn out to be a direct result of the hosting.

Non and late payment - We invest heavily in our hosting environment and incur costs for operating each site. In instances of non-payment or late payment, we reserve the right to deactivate or delete the hosting and minimise our cost exposure.

Copyrights

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:

  • You will own any final visual elements that we create for the project. We will give you source files and finished files. You should keep them somewhere safe because we are not required to keep a copy.
  • You own all elements of text, images, software and data you provided, unless someone else owns them.
  • Someone else may own elements we use in the project, open source software frameworks, for example.
  • We will own the unique combination of visual elements and software developed that constitutes a complete deliverable. We will license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
  • We will also own any visual elements and software created for the project but not used in the final deliverable, unless someone else owns them. This includes sketches, visualisations and rough layouts.
  • We like to show off our work and share what we have learned. So we reserve the right, with your permission, to display and link to your project as part of our portfolio and to write about it on publicly accessible publications such as blogs and magazines.

Availability

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.

Rates and Fees

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.

Payments

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.

Legal Notes

Neither you or we can be liable to the other for losses caused by delays or failures beyond reasonable control including:

  • acts of God
  • acts or regulations of any governmental or supra-national authority
  • war or national emergency
  • accident
  • fire
  • riots
  • strikes or labour troubles
  • illness
  • transportation difficulties
  • failure or fluctuation of electric power
  • failure or fluctuation of internet connection

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.

All clients will be sent a full Terms of Business during onboarding to The Forge Partnership, which once signed, override the Terms of Business on this web page.

All invoices from The Forge Partnership include clear hyperlinks to these Terms of Business. In the absence of a signed agreement and by making an invoice payment you are agreeing that these Terms of Business will form a contract between us.

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