TERMS OF BUSINESS

Only IT & Media Ltd

 

Definitions:
The Client: The company or individual requesting the services of Only IT & Media Ltd herein known as OITM

Services:

These terms of business cover all activities and services that OITM supply. These include the following:

 

Ø  Application & Website Design

Ø  Media & Graphic Design

Ø  Search Engine Optimisation

Ø  Domain, DNS, Website & Email Hosting

Ø  Data Backup, Security & Recovery

Ø  Server, Workstation and IT Infrastructure Support & Management

Ø  Hardware Installation & Maintenance

Ø  Hardware and Software Rental

 

The scope of the services to be provided to the Client by OITM will be agreed in writing between them, usually by way of a quotation submitted by letter or email.

 

If the Client requires any additional services or any change to the agreed services, OITM will be entitled to an adjustment of the fees and a quotation for the additional fees will be provided to the Client prior to the work being carried out.

 

Acceptance of Quotation and Terms and Conditions

The placement of an order for any services offered by OITM and validated by the Client constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the Client and OITM.

 

Commencement / Duration of Services:

OITM will carry out the service only when an agreement is provided either verbally, by email, mail or fax. OITM will carry out work only for Clients who are 18 years of age or above.

 

If the commencement date for the services is not agreed in advance, the services will be treated as having commenced on the date OITM begins to carry out any of the services. 


The services will continue until they are completed, unless the appointment is terminated early in accordance with these terms of business.

 

Fees & Expenses:

The fees payable for the services and/or hardware will be as agreed in writing between the Client and OITM. Fees will be payable in accordance with the schedule below:

 

Ø  Application & Website Design: 50% payable on approval of draft or proposal. Then the remaining 50% payable on completion of the work. Completion will be deemed achieved once OITM have no further work outstanding other than “bug” fixes, on-going Client supplied content or deferred actions for Clients requirements.

Ø  Media & Graphic Design: Deposit of 50% in advance and balance payable within 7 days of receipt of completion invoice.

Ø  Search Engine Optimisation: Monthly agreed rate paid in advance usually in blocks of 6 or 12 months.

Ø  Domain, DNS, Website & Email Hosting: Yearly agreed rate paid in advance

Ø  Business IT Support (includes server, workstation, IT infrastructure support & data backup): Monthly agreed rate paid in advance by standing order.

Ø  Supplying Hardware: Paid in advance

 

Quotations for services and/or hardware are valid for 30 days from the date of the quotation unless otherwise specified.  After this date OITM reserve the right to make adjustments where applicable.

 

All quotations are exclusive of VAT. If applicable, this will be added to each invoice and payable by the Client.

 

Any Hardware and/or Software will remain the property of OITM until full payment has been received.

 

Hardware supplied by OITM is subject to the manufacturer’s warranty which is usually 12 months for new items, and 3 months for reconditioned equipment.

 

All site visits are chargeable in 30 minute increments, subject to a minimum of 1 hour and will include travelling time.

 

All remote support is chargeable in 30 minute increments, subject to a minimum of 1 hour if the remote support is not part of an agreed contract.

 

Normal operating hours are Mon-Fri, 8:30am-5:30pm. Work can be carried out outside of these hours but may be charged at a different rate.

 

Out of pocket expenses (including travel, telecommunications and other costs) will be recoverable in addition to fees and the appropriate amounts will be added to OITM invoices.

 

The daily and hourly rates quoted to the Client are subject to review annually on 1st January.

 

The daily and hourly rates of OITM personnel quoted to the Client will, unless otherwise agreed, apply to any additional services.

 

OITM will be entitled to interest on overdue accounts at the rate of 8% above the Bank of England Base Rate, calculated on a daily basis from the due date until payment is received by OITM.

 

Information & Approval

The Client will ensure that OITM is provided in good time with all information needed to enable OITM to perform the services and OITM will be entitled to rely on that information.


The Client will give all decisions and approvals in a timely manner and provide any additional assistance which OITM may reasonably request.

 

Standards of Care

OITM will exercise reasonable skill, care and diligence in the performance of the services in these terms of business.


OITM will also use reasonable endeavours to adhere to the programmes agreed with the Client for the provision of the services, but will not be responsible for any delay which is due to reasons attributable to the Client or otherwise beyond OITM control.

 

 

Intellectual Property

Copyright of all applications, website designs, drawings, reports, documents and computer-generated data prepared by OITM will remain the property of OITM.  Subject to the Client paying all fees and expenses which are due, a licence will pass to the Client for the use of the copyrighted material. OITM will retain the full copyright of all source code that has not been specifically created for the project. 3rd party components may be licenced to the developer or OITM and the Client must be aware and abide by any restrictions imposed by their use.

 

Liability & Insurance

OITM will take appropriate steps to remedy any defect in the application or website for which it is responsible and which is immediately notified to it by the Client at any time up to 12 months following completion of the services. This precludes error produced by Client content mismanagement or changes in 3rd party software and services.


OITM will have no other liability to the Client, whether in contract or in tort, for any loss or damage suffered by the Client, whether direct, indirect or consequential.

 

Termination

OITM may terminate the appointment / service at any time by giving written notice to the Client if the Client commits a material breach of any of the terms agreed between them which is not remedied within 14 days.  Failure to pay fees and expenses on the due date will constitute a material breach.


The Client may terminate the appointment by notice to OITM if OITM commits a material breach of any of the terms agreed between them and fails to take steps to remedy the breach within 14 days of notice requiring it to do so from the Client.


Upon termination the Client will pay OITM all fees and expenses due up to the termination date.  In the event of wrongful termination by the Client, the Client will in addition pay OITM an appropriate amount of compensation for OITM loss of anticipated profit.

 

Cancellation of term contracts for server / network management and remote IT support, website & email hosting & search engine optimisation must be submitted in writing giving 3 months notice to cancel the agreement.


Termination will not prejudice the accrued rights and liabilities of the parties.

 

Law & Jurisdiction

The agreement between the parties is governed by English law (United Kingdom).


Any disputes which cannot be resolved amicably will be resolved by the courts of England and Wales.


Each party will give serious consideration to a request by the other that any dispute should be referred to mediation.

 

Server, Workstation and IT Infrastructure Support & Management

OITM undertake to respond to a problem covered by agreement, remotely within 2 hours and endeavour to have the problem fixed within 4 hours. However, in 95% of circumstances response time is less than 20 minutes and the problems are fixed within 1 hour.

 

OITM offer support for servers, workstations and networks. We will endeavour to fix any 3rd party software but cannot guarantee this and recommend that the Client has support in place from the developer.

OITM will always try to help a Client with their IT needs. However, there can be circumstances where this is not practical or may incur cost. Such as setting up phones for email or adding specialist hardware to the network.

 

Data Backup

The off-site data backup system is for disaster recovery only and will keep the most current un-versioned data from your system. It is not generally possible to retrieve a specific file that you may discover you want from a few weeks prior.

 

Any backup software configured by OITM will only backup what has been chosen by the Client and any data stored outside of these folders either intentionally or unintentionally will not be backed up. For example data saved on workstations may not be backed up if the backup is set to back up only the information stored on the server.

 

Hardware Rental

 

Rental Period

The rental period commences on the date of delivery and finishes at 3:00pm on the day before the anniversary of the Rental Agreement unless otherwise specified by OITM.

 

If rental equipment cannot be returned in rentable condition because of damage or theft the rental period will finish on the date the equipment is replaced by the Client or an invoice for replacement is paid.

 

Payment

The Client shall pay the rental charge as well as any other related charges as noted on the rental agreement.

 

For rental periods less than one month the payment shall be made before delivery unless a trading account has been established.

 

For rental periods longer than one month the payments shall be made monthly in advance via standing order or upon receipt of an invoice.

 

Credit for early return is not usually given.

 

Custody

The equipment shall remain the property of OITM and the Client shall not sell, exchange, pledge or part possession with the equipment.

 

The Client shall not service or repair the equipment nor deface or remove any identification from the equipment.

 

The Client shall notify OITM immediately of any loss or damage to the equipment.

 

The Client is responsible for the safe custody of the equipment and accessories and shall be liable for any loss, theft or damage to the equipment however it has been caused. The Client shall provide proof of insurance if requested.

 

The amount to repair or replace the damage or loss, plus lost rental revenue, is at the sole discretion of OITM.

 

Delivery & Return of the Equipment

Delivery and return of the equipment shall be at the cost and liability of the Client. If required, OITM will ship the equipment at the Client’s expense.

 

Warrant

OITM warrants that the equipment functions in accordance with the manufacturers specifications. OITM is not responsible or liable for the failure of the equipment to perform the task for which it was rented by the Client. OITM shall, at its own expense, repair or replace faulty equipment at the earliest possible time. Work carried out for causes other than hardware failure will be charged to the Client.

 

Right of Inspection

The Client shall allow OITM to inspect the equipment on the Client’s premises at a reasonable time.

 

Liability

OITM shall not be liable for any consequential loss or losses due to any failure of the equipment or in the event of any breach of the agreement by OITM.

 

The Client agrees to fully indemnify OITM for all or any losses it may incur in respect of claims made against OITM arising out of matters relating to the use of the equipment by the Client or any other person during the term of the Agreement.

 

3rd Party Software & Services

All 3rd party software and services supplied / installed by OITM are subject to their own terms & conditions. OITM are not responsible and cannot be held liable for any cost incurred due to failure of the 3rd party software or service. For example failure of anti-virus software to prevent an infection or bugs caused by Microsoft updates etc.

 

Domain Names

OITM purchase domain names on behalf of the Client and charge management fees for the service of domain administration. The domain name remains the property of the Client unless notice of termination is given as detailed previously. OITM will retain the rights of ownership to the domain name if there is an outstanding amount owing by the Client.   

 

Media Design (e.g. websites, graphics, video or audio)

All media must conform to UK law, whether designed for UK usage or not.

The media created by OITM is done at the direction of the Client, and is based on information provided by the Client. The sole responsibility for the media content resides with the Client. OITM cannot and will not be held responsible for any misinformation on any media which it creates, develops or maintains.

OITM cannot and will not be held responsible for any copyright infringement whether intentional or not. Any site content that breaches this will be removed immediately upon discovery.

OITM reserves the right to own and/or delete any media that has not been paid for in full.

OITM adheres to the Data Protection Act 1998 and any Client information supplied will not be divulged to any third party, under any circumstances.

Content Management involves changes to the content of the media at the request of the Client. Major enhancements can be quoted for separately.

All digital images created or supplied by OITM remain the copyright of OITM. OITM grant a licence for the Client to use these images permanently once all payments have been made but preclude giving copies, usage rights or selling the images to 3rd parties.

OITM cannot guarantee that any search engine will index or list any web pages or media submitted to them. However, if required we will do our utmost to ensure that the site is optimised to increase the speed with which it appears on search engine databases.

 

OITM reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial.

 

Domain names must be paid for in full in advance of registration for one year. Domain names will be invoiced yearly by OITM. Cancellation of a domain name by the Client must be given in writing 30 days in advance of the domain name renewal date.

 

The Client agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge.

 

The Client agrees that OITM holds no responsibility for any amendments made by any third party, before or after a design is published.

 

Text is to be supplied to OITM in electronic format as standard text (.txt), MS Word (.doc) on CD-ROM, or via e-mail.

 

Images which are supplied in an electronic format are to be provided in a format as prescribed by OITM via CD-ROM, or e-mail. Images must be of a quality suitable for use without any subsequent image processing, and OITM will not be held responsible for any image quality which the Client later deems to be unacceptable. OITM cannot be held responsible for the quality of any images which the Client wishes to be scanned from printed materials.

 

Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services.

 

OITM will consider that the Client has accepted the original draft, if no notification of changes is received in writing from the Client, within 14 days of the start of the review period. The draft/graphical design is subject to one change/redesign- any further changes may incur a cost. On completion of the web site, the customer has one month to review and test the site. Any changes required after this period may incur a cost.

 

Design Credits

The Client agrees to allow OITM to place a small credit on printed material, exhibition displays, advertisements and/or a link to OITM’s own website on the Client's website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.

 

The Client also agrees to allow OITM to place websites and other designs, along with a link to the Client's site on OITM’s own website for demonstration purposes and to use any designs in its own publicity.

 

Search Engine Optimisation
Due to external factors, such as changes to the way search engines rank websites, we cannot offer any guarantees regarding the position we will achieve for websites. The process of optimising websites itself will bring in more traffic and hits and you'll see visits increase to your site naturally. We cannot accept liability for any change in rankings, or drop off in the position of your website due to changes in the algorithms of the search engines or the factors that they use to rank websites. It is always our aim to achieve a top 10 ranking with our methods of search engine optimisation.

Database, Application and E-Commerce Development

OITM cannot take responsibility for any losses incurred by the use of any software created for the Client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the Client in ensuring that all software is functioning correctly before use.

Any scripts, applications or software (unless specifically agreed) written by OITM remain the copyright of OITM and may only be commercially reproduced or resold with the written permission of OITM.

Where applications or sites are developed on platforms not recommended or supplied by OITM, the Client is expected to provide or seek any information, additional software, support or co-operation pertaining to the platform required in order for the application to be correctly developed. In this circumstance it is the Clients responsibility to provide a suitable testing environment which is identical to the final production environment.

The Client is expected to test fully any application or programming relating to a site developed by OITM before being made generally available for use. Where "bugs", errors or other issues are found after the site is live, OITM will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.

 

Compatibility
OITM will endeavour to ensure that any developed/designed site or application will function correctly on the platform it is initially installed in and that it will function correctly when viewed with main stream up to date desktop web browsing software i.e. Microsoft Internet Explorer, Mozilla Fire Fox, Google Chrome & Safari. Up to date web browsers are considered as browsers that have been released within the last 3 years. OITM can offer no guarantees of correct function with all browser software.

 

Client Responsibility

The Client takes responsibility for reasonably training their staff in the basic usage of hardware and software, e.g. opening word and loading a document or opening a web browser and searching the internet.

 

OITM cannot be held responsible for situations that arise from the Client not communicating with OITM, not following advice from OITM or deliberate misuse of hardware, software or services by the Client’s current or previous employees or 3rd parties.

 

The Client understands that the best way to solve a problem is to report the problem at the first possible opportunity and wherever possible cease any activity that may make the situation worse, e.g. continuing to use a PC when it is infected with a virus or reading and writing data to a server that has a fault with a hard drive.

 

Disclaimer

OITM makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. OITM will not be held responsible for any and all damages resulting from products and/or services it supplies. OITM is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The Client agrees not to hold OITM responsible for any such loss or damage. Any claim against OITM shall be limited to the relevant fee(s) paid by the Client.

 

OITM reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. OITM will not knowingly perform any actions to contravene these and the Client also agrees to be so bound.

 

Assignment

The agreement and the rights pertaining therein shall not be assigned by the Client to any other party.

 

General

These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. OITM reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.

 

Default

The Client shall be in default of the Agreement and OITM shall be entitled to enter the Client’s premises and repossess any hardware or software where:

 

a) Any hardware or software has been damaged or is in danger of being damaged.

b) The Client has breached the terms of the agreement.

c) The Client has committed an act of insolvency or bankruptcy.

d) Invoices and related charges are overdue.