Terms and conditions

Last updated: 25th Feburary 2020

Our clients are at the heart of our business, 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. We don’t believe there is anything unusual here, so please do have a read through – it’s important you understand how we work.  If you have any questions or concerns then please contact us before you place your order so that we can endeavour to put your mind at rest. 

Definitions

  • “The Business” refers to Haio, a digital agency based at 35 King Street, Framework, Bristol, BS1 4DZ. Haio is owned and operated by, and a trading name of, Harry Cobbold.  References to we and us and similar expressions in these terms are to the Business. 
  • “The Client” means the party that enters into a contract with the Business. References to you and your and similar expressions in these terms are to the Client.

General

  1. The following Terms and Conditions of Service apply to all products and services provided by Haio to the Client. Please note that any tender or specification or quote issued by us is an invitation for your order to buy our services, designs and products set out in it. So that we can ensure a prompt and efficient service to all of our clients, we review all orders before confirming acceptance of them and we will not be obliged to provide the quoted services, designs or products until we have specifically confirmed acceptance of your order with you. 
  1. In the event of any dispute, the contract is governed by the laws of England and any dispute or other proceedings will be subject to the jurisdiction of the English courts.

Orders, Payments and Cancellations

  1. All prices quoted are for the services, designs and products agreed between us in writing only (Deliverables). Where there is a change of scope in the nature or extent of the Deliverables (Change Request), we’ll inform you in advance of any extra costs likely to be incurred.  Either of us can seek a Change Request at any time, but the Change Request will not have effect unless you and we both agree it; until there is such agreement, the last agreed specification for the Deliverables will continue to apply.
  2. For projects with a fixed cost, unless an alternative payment schedule is agreed in writing, the Client agrees to pay 50% of the total project cost in the form of a non-refundable upfront payment before any services are provided, and the remaining 50% is to be paid before any workable files are delivered. This first 50% payment reflects the fact that once we have accepted your order there can be a large element of initial set-up work and our overheads will be incurred early on with the planning and design stages of a project. 
  3. Once an order has been accepted by us, you may not cancel it without our prior consent. In the event of cancellation by you being accepted by us, all work completed up until the date of acceptance of the cancellation will be charged for on a pro rata basis decided upon by the Business. This will represent a fair estimate of the loss (including loss of profit) that we will suffer if the contract is terminated early by you.
  4. For projects agreed to be charged on a time basis or other variable charging structure, we may ask you for an initial upfront payment of a fair sum to be notified to you prior to our acceptance of your order.
  5. We will not be obliged to start work on the project until we have received the aforementioned upfront payment and we will not be liable for any delays in starting or completing any part of the project arising from your delayed payment.
  6. The 50% or other advance payment from you will apply to the agreed services for a period of 12 months from the date of the contract. If work does not commence during this 12 months period due to a delay caused by you, the project will be deemed to have been abandoned and terminated by the Client and the 50% payment will be forfeit as compensation for our initial set-up costs and loss of profit. If the Client requires the Business to commence the provision of its services at any time after such delay a new order and new advance payment may be required by the Business.
  7. 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).  You will be liable to pay any Additional Sums that arise as a result of your order or instructions. We will discuss all expected Additional Sums with you promptly on identifying that these will apply and give you the opportunity to agree them, to ask us to source alternative suitable arrangements, or for you to make your own arrangements for these items. 
  8. 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 or limit the supply of Deliverables and, in the case of web services, this includes the right to suspend or recall services including the hosting of websites. Removal of or restriction of access to such materials does not relieve the Client of its obligation to pay the due amount.
  9. Payment of the balance of all agreed fees must be made no more than 30 days after date of invoice unless otherwise agreed in writing in advance.
  10. Without prejudice to any other rights that we may have, in the event that a payment is late we reserve the right to charge statutory interest from the due date until such a time as the payment is fully paid.

IP Rights

  1. All intellectual property rights, including all copyright, design rights and database rights, (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 elements of the Deliverables created by us specifically for you shall be owned exclusively by you, the Client and, subject to payment as just mentioned, these terms hereby operate as a future assignment of such IP Rights. With effect from each such assignment, the Client hereby grants to the Business a worldwide, perpetual, non-terminable, non-exclusive licence to utilise reasonable excerpts of the assigned Deliverables and any IP Rights subsisting in them in the Business’s marketing materials.
  2. All IP Rights in the Deliverables that have not been specifically created for you, such as our background and library works, (Background IP Rights) shall be owned by us and subject to payment of all sums as just mentioned above the Business hereby grants to the Client  a worldwide, perpetual, non-terminable, non-exclusive licence to utilise such Background IP Rights to the extent that they are comprised in and form part of and are used in connection with the use of the Deliverables.  The Client may not separately use or exploit the Backgrounds IP Rights or permit anyone else to do so.
  3. In the event that any of the Deliverables are not accepted by the Client as being in conformity with the accepted order (Rejected Deliverables) 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 by us at which time the Rejected Deliverables shall become part of the Deliverables.
  4. The Business warrants to the Client that the Deliverables will be our own original work and that we own or have the full right and licence to use the Background IP Rights and to incorporate them into the Deliverables. The Business hereby agrees to indemnify the Client against all actions, claims, costs, demands, expenses, losses and other liabilities suffered or incurred by the Client as a result of the Business’ breach of this warranty.
  5. 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 agrees to indemnify the Business against all actions, claims, costs, demands, expenses, losses and other liabilities suffered or incurred by the Business as a result of the Client’s breach of this warranty.

Delivery

  1. 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 such other date as may be confirmed in writing by the Business e.g. the proposed start date.
  2. Whilst every effort will be made to achieve agreed delivery, we cannot accept liability or be held financially responsible for any late or delayed provision of our services or any targets or deadlines being missed for delivery of any Deliverables which is outside of the Business’s reasonable control. Matters beyond our reasonable control include the failure by the Client to provide timely instructions and Client materials or feedback when reasonably required by the Business. Any targets or deadlines set out in the accepted order or otherwise agreed in writing between us are estimates only.
  3. 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.  Please ensure that you check the final proofs/materials carefully before you sign off on them as you will then be deemed to have accepted them as being in conformity with the agreed order and any agreed Change Requests.
  4. The Business requires 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 you ask for after this point 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 so that you can confirm that you wish us to proceed with the changes at the additional charge.  We may not be able to continue with our work until you have confirmed how you want us to proceed and we will not be liable for any resulting delays in providing our services or the Deliverables. 
  5. Once a website or application 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 our managed hosting provider, as agreed with you as part of your order. From this point onwards, unless specifically stated in any additional supporting contract, any further development work or technical maintenance and support will be charged for on a time and materials basis at our usual rates at that time.
  6. The Business shall not be liable for downtimes, interference in the form of hacking, virus, faulty Client or third-party software, or Client or third-party websites on which a service is dependent or other deliveries from a third party. The Business will use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above will be charged to the Client separately on a time and materials basis at our usual rates at that time in accordance with these terms or by way of a separate supporting technical maintenance and support contract agreed with you.

Subcontracting & Assignment

  1. The Business may use the services of sub-contractors, agents and suppliers to ensure a high standard of performance of the agreed Deliverables using the best people for the job that we can find. We will ensure that any work, content, services and usage provided by such third parties is in accordance with the contract between you and us and that you enjoy the same IP Rights as you would under these terms for Deliverables created in-house by us.  We will be responsible for the acts and omissions of third parties engaged by us in the performance of our services.
  2. The contract with you is specific to and personal to the Client confirmed in the order and we are not obliged to provide our services under that contract to any other person.

Data Protection

  1. In accordance with the Data Protection Act 2018 and the General Data Protection Regulation and any other applicable data protection laws and regulations (Data Laws), 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), the Business will be the data processor and the Client will be the data controller.  It will be the Client’s legal responsibility to ensure that it has all necessary consents or other lawful basis for the processing of such personal data by us and that the processes requested of us are compliant with the Data Laws. The Client acknowledges that the Business may use a third party hosting services provider in the course of the provision of the Business’ services.  As at the date of the last update of these terms noted above, the Business uses the services of Siteground as its principle hosting services provider (see https://www.siteground.co.uk/terms.htm). It is the Client’s responsibility to ensure that it has all necessary consents or other lawful basis for the sharing of the personal data by the Business with the hosting services provider for the purpose of providing the Business’ services. 
  2. The provisions above in these terms relating to the exclusion of liability, apply equally in respect of claims relating to any breach of Data Laws by us.  

Non-solicitation

  1. Each of the Client and the Business agrees that for the period of the contract and until expiry of twelve months after termination of the contract 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 our services to the Client.

Disclaimer

  1. Except in respect of any liability for fraud, death or personal injury arising from our negligence, or any other loss which cannot be excluded by law, 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 (which at the date of the last update of these terms as noted above is £2,000,000).  If you require a higher level of liability cover, please contact us before placing your order so that we can discuss this with you. Please note this may come at an extra cost to you.
  2. Our aim is to provide an excellent service at a fair price. However, under no circumstances shall the Business be liable to the Client for: loss of profit, loss of data, loss of business or goodwill, governmental or other regulatory costs awards or fines or penalties, 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).  If you have any specific or special risks that you want to have comfort for, please contact us before placing your order so that we can discuss this with you and consider any alternative arrangements, such as insurance cover. Please note this may come at an extra cost to you.
  3. Nothing in this agreement shall limit or exclude any liability for fraud, death or personal injury arising from our negligence, or any other loss which cannot be excluded by law.