Terms and conditions

Last updated: 5th July 2019

Our clients are our partners, and as such our working relationships are built on trust and honesty. Every project needs to be guided by some terms and conditions and these are ours. There’s nothing scary or unusual here, so please do have a read through – it’s important you understand how we work.

General

  1. The following Terms and Conditions of Service apply to all products and services provided by Haio to the Client.
  2. In the event of any dispute, the contract is governed by the laws of England.

Payment and costs

  1. All prices quoted are for the services, designs and products agreed between us in writing only. Where there is a change of scope (Change Request), we’ll inform you in advance of any extra costs likely to be incurred.
  2. For projects with a fixed cost, the Client agrees to pay 50% of the total project cost in the form of a non-refundable deposit before any services are provided, and the remaining 50% is to be paid before any workable files are delivered.
  3. The 50% deposit is valid for a period of 12 months. If work does not commence due to a delay caused by the Client after a period of 12 months the project is deemed to have been abandoned. Any work following this period will require a new contract.
  4. Unless otherwise stated, prices quoted are for the design and development of the Deliverables only. It does not include Change Requests or additional project costs such as, but not limited to, licences for any stock photography, typefaces or web hosting costs (Additional Sums).
  5. The Company will have a lien over any product, data or materials until all payments due from you have been paid and cleared. 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. Removal of such materials does not relieve the Client of its obligation to pay the due amount.
  6. Statutory interest of 8% plus the Bank of England base rate will be applied to all overdue invoices and begin accruing immediately after the invoice has become overdue.

IP Rights

  1. All IP Rights in the Deliverables shall be owned by the Company until full payment has been made on the Client’s account, and all Additional Sums have been cleared. Thereafter, all IP Rights in the Deliverables shall be owned exclusively by the Client and the Client hereby grants to the Company a worldwide, perpetual, non-terminable, non exclusive licence to utilise the Deliverables and any IP rights subsisting in them in the Company’s marketing materials.
  2. All IP Rights in the Rejected Deliverables shall be owned by the Company and the Client shall have no rights to the same unless specifically agreed in writing at which time the Rejected Deliverables shall become part of the Deliverables.
  3. By supplying text, images and other data to the Company for inclusion in the Client’s website or other medium, the Client warrants that it holds the appropriate IP Rights for the Company to utilise the same. If the Company uses any materials provided by the Client, then the Client hereby indemnifies the Company against all losses incurred as a result of the Client’s breach of this warranty.

Subcontracting

  1. The Company 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. The Company will not knowingly perform any actions to contravene these and the client also agrees to be so bound.

Delivery

  1. Whilst every effort will be made to achieve agreed delivery, we cannot accept liability or be held financially responsible for any targets or deadlines being missed for delivery of any work which is outside of the Company’s control, including the completion of timely feedback by the Client.
  2. Once final proofs/materials have been signed off, the Company cannot be held responsible financially or otherwise for any errors relating to print, programming or any end product.
  3. Estimated project duration should be deemed to be from the date that cleared funds are received by the Company for the initial payment or by date confirmed in writing by the Company.
  4. Under no circumstances shall the Company be liable to the Client for: loss of profit, loss of data, loss of business or goodwill; or any indirect or consequential loss or special damage arising in connection with this Agreement (in each case whether arising from negligence, breach of contract, equity, statute or otherwise).
  5. Nothing in this agreement shall limit or exclude any liability for fraud, death, personal injury or any other loss which cannot be excluded by law.

Development projects

  1. The Company require that any web or application designs are approved by the Client before coding of a site commences. Once the template(s) for the website are approved by the Client, coding will commence; any changes that require changes to the template or functionality will incur an additional charge. This charge will be advised in advance by the Company to the Client.
  2. Once a site has been developed, tested and signed off by the Client it will be handed over/deployed to the Client. Unless specifically stated in an additional supporting contract, technical maintenance & support will be charged for on a time and materials basis.

Data protection

  1. In accordance with GDPR, should the Client wish for the Company to handle/process any of their customer data or to provide systems to process personal data (eg web-based databases), it is the Client’s legal responsibility to ensure the processes requested of us are data-compliant. Furthermore, it is the Client’s responsibility to ensure they have obtained consent from the individuals for the personal data they pass over to us for processing.

Design credits

  1. The Client agrees to allow the Company to use any designs in its own publicity and portfolios.

Cancellation

  1. In the event of cancellation by the Client, all work completed over and above the non-refundable deposit made at the beginning of the project will be charged for on a pro rata basis decided upon by the Company. The balance of monies due must be paid within 30 days.

Disclaimer

  1. The entire aggregate liability of the Company under or in connection with the Agreement, whether for tort (including negligence) misrepresentation, breach of contract, breach of common law or otherwise, shall not exceed one hundred percent (100%) of Haio’s professional indemnity insurance limit (£1,000,000).