Terms and conditions

Last updated: 15th October 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.

Definitions

  • “The Business” refers to Haio, a digital agency based at 35 King Street, Framework, Bristol, BS1 4DZ
  • “The Client” shall mean the party that enters into a contract with the Business.

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. 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).
  4. The Business 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.
  5. Payment must be made no more than 30 days after date of invoice unless otherwise agreed in writing in advance.

IP Rights

  1. All IP Rights in the Deliverables shall be owned by the Business 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 Business a worldwide, perpetual, non-terminable, non exclusive licence to utilise the Deliverables and any IP rights subsisting in them in the Business’s marketing materials.
  2. All IP Rights in the Rejected Deliverables shall be owned by the Business 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 Business for inclusion in the Client’s website or other medium, the Client warrants that it holds the appropriate IP Rights for the Business to utilise the same. If the Business uses any materials provided by the Client, then the Client hereby indemnifies the Business against all losses incurred as a result of the Client’s breach of this warranty.

Subcontracting

  1. The Business 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 Business 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 Business’s control, including the completion of timely feedback by the Client.
  2. Once final proofs/materials have been signed off, the Business 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 Business for the initial payment or by date confirmed in writing by the Business.
  4. Under no circumstances shall the Business 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 Business 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 Business to the Client.
  2. Once a site has been developed it will be given to the Client for testing and sign off. Once written confirmation of sign off is received from the Client to the Business the site will be handed over to the Client, or deployed to the Business’s managed hosting provider. From this point onwards, unless specifically stated in an additional supporting contract, technical maintenance & support will be charged for on a time and materials basis.
  3. The Business shall not be liable for downtimes, interference in the form of hacking, virus, faulty third-party software, or websites on which a service is dependent or other deliveries from a third party. The Business shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or by way of a supporting technical maintenance & support contract.

Data protection

  1. In accordance with GDPR, should the Client wish for the Business 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 Business to use any designs in its own publicity and portfolios.

Cancellation & abandonment

  1. In the event of cancellation by the Client, all work completed up until the date of cancellation will be charged for on a pro rata basis decided upon by the Business. The balance of monies due must be paid within 30 days.
  2. 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.

Disclaimer

  1. The entire aggregate liability of the Business 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 (£2,000,000).

Non-solicitation

  1. Each of the Client and the Business agrees that for the period of the Agreement and until expiry of twelve months after termination of the Agreement it shall not without the prior written agreement of the other party knowingly employ or engage on any basis or offer employment or engagement to any staff of the other party who have been associated with the provision of the Services to the Client.