Terms & Conditions
Website Terms and Conditions BELOW:
1. DEFINITION OF TERMS
The Client – The entity which enters into a contract with Monave Designs
Browser, Internet Browser, Web Browser – The software with which websites can be viewed. Examples include Mozilla Firefox and Microsoft Internet Explorer
Content, Website contents – Data such as text content, photographs and logos supplied by The Client and used to produce the Website, but which excludes the Design Template.
Content Management – Where a client is provided with an account to maintain website content for themselves.
Design, Design Template – The files which define a Website’s appearance as viewed via a Web Browser
Domain Name – The root address of a website, e.g. www.webaddress.com. All such names must be registered with the appropriate naming authority. A fee will apply for this service.
Downtime – Time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
Host – The company on whose system the Website physically resides.
Link, Hyperlink – A ‘clickable’ link embedded on a web page which may take the form of a graphic or text.
Main Browsers – A selection of the most widely-used web browsers used by Vive Designs for the purposes of testing of the Work. These are currently defined as the software versions of Internet Explorer and Mozilla Firefox current on the date the contract is signed by The Client.
Search Engine – A website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
Website – A collection of web pages and associated code which forms an integrated presence.
The Work – The subject matter of the contract between The Client and Monave Designs.
1.1 Email will be the method of contact with regard to all communication for the website design & development and all services. It is the Client’s responsibility to inform us of any change in email address so we always have up to date email contact details. Monave Designs can not be held liable in any way relating to communication issues if we are not supplied a valid email address. Monave Designs Ltd will acknowledge all emails within 3 working days. Our telephone support line is for website support issues only.
If a customer’s conduct via telephone is considered unreasonable we will insist on email communication only. Monave Designs Ltd reserve the right to cancel a contract should customer contact be in breach of our anti-harassment policy (*).
1.2 It is important for the Client to keep in contact with Monave Designs Ltd throughout the entire Project. If a Client does not make contact for 2 weeks we will make up to 5 attempts to contact the client by email using the email address specified when the client places their order. If we do not receive a response to these attempts of contact the Project may be terminated, the demo site removed from server and the deposit will not be refunded. We will levy a £50 admin charge if the client later returns and wishes to continue work on their project.
Monave Designs will only commence work on a Project after receipt of a non refundable payment made, 50% deposit for websites or graphics designs of quoted fee is required from the Client. Once a deposit has been made on any project 50% of the total received deposit becomes non refundable. Monave Designs will also require 25% payment upon overall approval of the home page design. The final 25% payment is to be made on completion of the website. The website will be switched to Live Mode once the Clients remaining balance is paid in full. After work has been completed by Monave Designs there are no refunds.
Once website design has been issued and approved, design changes after this point are subject to additional charges at £30 per hour.
Monave Designs reserves the right to transfer claims to a third party, and Monave Designs can also annul the contract and delete the customer’s domain/close the customer’s web space with immediate effect on late payment should it so choose.
When refunding any payment, Monave Designs reserves the right to debit an amount covering the bank-fees and administration costs concerning the refund.
Monave Designs are not liable for any losses, impact on company during downtime of site due to late payment.
Refunds are processed 5-7 working days.
3.1 Third Parties
All persons acting for and on behalf of Monave Designs shall be considered the same entity thus all works undertaken by third parties under such arrangement will fall under the Monave Designs contractual obligations.
Even where the domain name registration and/or website hosting has been purchased by The Client, Monave Designs will liaise with the relevant service provider(s) under the agreed terms.
3.1.1 Backups and Remedial Work
Where any remedial work is required to restore such files to an acceptable state, a separate quotation for such work will be provided. For content-managed websites, it remains solely The Client’s responsibility to ensure that such content is backed up via the system’s built-in functionality.
3.2 Maintenance and Correction of Errors
Monave Designs takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) solely attributable to Monave Designs will be corrected free of charge, but Vive Designs reserves the right to charge a reasonable fee for correction of errors for which Monave Designs is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to Monave Designs by The Client.
3.2.1 Website Warranty
Upon deployment, your website you will be covered under 1 year warranty. The warranty provides assurance that the software will meet its functionality specifications. This warranty covers for any bugs (programming errors) reported to within the 1 year of deployment. Any bugs reported within this time period will be fixed at no additional charge to the client.
The warranty is Void if client has FTP access, Administrator access and also if the client has installed updates or third party apps/softwares etc. Any work including diagnosis are charged at an hourly rate from £22/hour depending on the Website.
3.3 Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality.
3.4 Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. Monave Designs is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
3.5 Search Engine Listings
Monave Designs will undertake reasonable measures to ensure that the Website is listed in Search Engine results, but this does not constitute a guarantee that the site will appear for any given position or rank for any given search term within a Search Engine’s results, that a currently unlisted site will appear in the Search Engines’ results, or that a currently listed Website will remain listed within the Search Engine results indefinitely. The Client accepts that it is Search Engines and not Monave Designs who determine whom the Search Engines list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that it is possible that a new website may never appear within Search Engine results at all. Monave Designs does not control Search Engines’ algorithms and The Client accepts that changes in Search Engine ranking and listings may occur daily, weekly or even hourly.
New work requested by the Customer and performed by the Company after a proposal/estimate has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a revised proposal/estimate to you, and a revised additional fee must be agreed to by both parties before further work proceeds. When contact reports are issued by the Company’s staff of meetings between the Customer and the Company the contents will be taken to be a correct record of the meeting to which it refers if it is not questioned by the Customer within three working days of its receipt. Author’s alterations or changes to copy or content requested after the artwork is completed are billed at our standard hourly rates. Where production schedules are not adhered to by the Customer, final delivery date or dates will be adjusted accordingly.
4. COMPLETION OF WORK AND PAYMENT
4.1 Completion of Work
Monave Designs warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with The Client. Monave Designs will not charge more than the amount previously agreed unless The Client has varied the specifications of the Work since the agreement. Monave Designs will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from The Client. Where The Client has varied the specifications of the Work since the agreement, but does not authorise Monave Designs to increase the cost accordingly, Monave Designs reserves the right to terminate the contract and invoice The Client for any part or parts of the Work already completed. Where the Work is complete according to the original specifications, Monave Designs will deem the contract complete and will invoice The Client in full.
Once work has been carried out by Monave Designs payments are required. Where clients are unresponsive more than 10 days, Vive Designs may take the site down to continue with other projects. A restore fee of 25% of total website cost will be required to continue with the project.
4.2 Supply of Materials
The Client is to supply all materials and information required for Monave Designs to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed materials. Where The Client’s failure to supply such materials leads to a delay in completion of the work, Monave Designs has the right to extend previously agreed deadlines for the completion of the Work. Such deadline extensions may take into account further unforeseen and/or predicted delays, and/or commitments to other projects such that the deadline extension added by Monave Designs may exceed the delay caused by The Client. Where The Client’s failure to supply materials prevents progress on the Work for more than 14 days, Monave Designs reserves the right to invoice The Client for any part or parts of the Work already completed in accordance with Clause 4.5 Payment.
4.3 Approval of Work
On completion of the Work, The Client will be notified and have the opportunity to review it. The Client should notify Monave Designs, in writing, of any unsatisfactory points within 30days of receipt of such notification. Any of the Work which has not been reported in writing to Monave Designs as unsatisfactory within the 30day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the balancing payment under Clause 2.3 Payment Schedule will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
4.4 Rejected Work
If The Client rejects the Work within the 30day review period and will not approve subsequent Work performed by Monave Designs to remedy any points reported by The Client as unsatisfactory, or Monave Designs considers that The Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and Monave Designs can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
Monave Designs will invoice The Client for the balancing payment in accordance with Clause 2.3 Payment Schedule hereof, which, in the absence of a written agreement to the contrary, is to be paid by The Client within 14 days of the date that the invoice was issued.
4.6 Remedies for Overdue Payment
If payment has not been received by the due date, Monave Designs has the right to suspend ongoing work for The Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, Monave Designs has the right to replace, modify or remove the Website, return ownership of any Domain Names to Vive Designs, and revoke The Client’s licence of the Work until full payment has been received. By revoking The Client’s licence of the Work, revoking ownership of any Domain Names or removing the web site from the Internet, Monave Designs does not remove The Client’s obligation to pay any outstanding monies owing. This only applies if the works delivered are satisfactory. Any dissatisfaction with the work shall be reported by The Client in writing to Monave Designs as soon as The Client becomes aware of any faults or inappropriate works to the website or services provided to The Client by Monave Designs and its possible associates.
If you do not pay our bill within the specified time, interest will be charged on a daily basis at the rate of 8% per year and we may also be entitled to:
recover any costs we incur in collecting the overdue amount, do no further work for you until we are paid in full retain all work until we are paid in full reclaim any discounts on the work carried out that have been supplied on the agreement that payment must be made within the agreed timescales.
5. INTELLECTUAL PROPERTY
5.1 Offers and Proposals
Offers and proposals made by Monave Designs to potential clients should be treated as trade secrets and remain the property of Monave Designs. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from Monave Designs. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2 Warranty as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to Monave Designs for inclusion on the Website. The conclusion of a contract between Monave Designs and The Client shall be regarded as a guarantee by The Client to Monave Designs that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, The Client removes the legal responsibility of Monave Designs and indemnifies the same from any claims or legal actions however related to the content of The Client’s site.
5.3 Domain Name and Hosting
Any Domain Names obtained will belong to The Client, provided that any recurring fees have been received in full. The Client agrees to indemnify Monave Designs, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the Domain Name sought is not a trademark of a third party.
Monave Designs provide 1 year free standard domain name and hosting, after one year it is the clients responsibility to renew hosting and domian names. The Hosting provided for websites are a basic package, any extra requirement, extra space, extra requirements will have to be purchased by customers.
Monave Designs make 3 attempts to remind clients regarding renewal, if no response received domain name/hosting will be terminated.
Where client fails to make payment for requested domain name/hosting details are passed on to Debt Collectors agency and charges are incurred at responsibility of the client.
Client’s agree to terms and conditions of host providers used to host website
5.4 Licensing, Ownership of the Work
5.4.1 Ongoing contracts
Once Monave Designs has received full payment of all outstanding invoices and the Work has been approved by The Client in accordance with Clause 4.3 hereof, The Client will be granted an exclusive licence to use the Website and its contents, subject to Clause 5.6 and Clause 5.7.
5.4.2 One-off commissions
Where full ownership of the Work is to be assigned to The Client upon completion, once Monave Designs has received full payment of all outstanding invoices and the Work has been approved by The Client in accordance with Clause 4.3 hereof, The Client will be notified in writing that ownership of the Work has been transferred. In this case, Clause 5.6 and Clause 5.7 do not apply.
5.5 Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which Monave Designs or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from Monave Designs. Unless previously agreed otherwise in writing, no modifications may be made by The Client or any third party to code to which Monave Designs or their suppliers owns the copyright. Monave Designs acknowledges the intellectual property rights of The Client. Information passed in written form to Monave Designs, and that The Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of The Client.
5.6 Third Party Development and Transfer
The Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between The Client and the Monave Designs. Website Contents may be transferred at any time, but transfer of the Design to another provider is strictly forbidden unless prior written agreement is made between The Client and the Monave Designs. A discretionary supplementary fee may also apply.
The Client agrees that Monave Designs may include development credit in terms of the Website Design for The Client, conditional to the Font & Font Size being equal or smaller and in the same style as the one used to indicate the Copyright belonging to The Client. The client agrees all designs and works done by Monave Designs can be used in Monave Designs Portfolio’s. There is a removal fee of £90.00
5.8 Content Management System
Clients must update website design with their own content. Monave Designs may upload 1-2 demo pages with text content. Or 2 Demo products with 2 field variations. Monave Designs can upload client content into designed sites at additional cost of £25/hour or a fixed price for specific amount of products.
The client is not to hack, modify the CMS system provided by Monave Designs for their website. Any System Updates, Module Updates will be run by Monave Designs. The client agrees that Plugin, module, CMS updates will be run by Monave Designs only and inclusive of price for the first year only. In the Case that the whole system is passed onto the client, Monave have no responsibilty for website issues which may arise, compatibility issues and other complications which may be as a result of Plugin, Module, update or install.
6. RIGHTS AND RESPONSIBILITIES
6.1 Right to Terminate
Monave Designs reserves the right to refuse or break a contract without prior notice, if it is establishedthat The Client is acting illegally, or any supplied material is illegal.
6.1.1 Ongoing / recurring payments
Ongoing or recurring payments may be cancelled at any point outside of the minimum contract period, with a minimum 60 days prior written notice. Any scheduled fees that will be due inside the 60-day window will still apply.
6.2 Events beyond the Control of Monave Designs
Monave Designs will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of Monave Designs.
6.3 Supply and Pricing of Services
Monave Designs reserves the right to use whoever it feels appropriate at the time for third party software and services, without affecting existing contractual and pricing agreements.
This is conditional to those third parties falling under the same legal & contractual obligations as exists between Monave Designs and The Client.
This includes the Confidentiality Agreement signed between Monave Designs and The Client (also to be signed by those third parties before the disclosure of any information relating to The Client’s business to those third parties).
All copyrights shall remain the legal property of The Client or any of its subsidiary companies unless such rights have been legally transferred.
Monave Designs reserves the right to alter its prices as necessary giving 30 days notice. Where such changes will affect existing contractual and pricing agreements, The Client will be notified within 90 days of the proposed change of price.
Monave Designs and any third party associates shall use information provided by The Client in relation to this agreement in accordance with the Data Protection Act 1998 and also to identify The Client in communications with them. Third parties fall under the same legal & contractual obligations as exists between Monave Designs and The Client. This includes the Confidentiality Agreement signed between Monave Designs and The Client (also to be signed by those third parties before the disclosure of any information relating to The Client’s business). All copyrights shall remain the legal property of The Client or any of its subsidiary companies unless such rights have been legally transferred. Third parties engaged by Monave Designs will sign a confidentially agreement before engaging in any work to The Client’s website or related projects and full contact details such as phone numbers, email addresses and home or work address (whichever is applicable to get hold of the third party involved) will be given to The Client by Vive Designs.
Monave Designs and any third party associates agree that, except if directed by The Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, The Client agrees that it will not convey any confidential information about Monave Designs to another party. Third parties fall under the same legal & contractual obligations as exists between Monave Designs and The Client. This includes the Confidentiality Agreement signed between Monave Designs and The Client (also to be signed by those third parties before the disclosure of any information relating to The Client’s business).
All copyrights shall remain the legal property of The Client or any of its subsidiary companies unless such rights have been legally transferred.
This Agreement shall be governed by the laws of the England and Wales which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Monave Designs and The Client. The said contract is void where prohibited by law.
7.2 Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
7.3 Change of Terms and Conditions
These terms and conditions may change from time to time, only by mutual agreement between both parties. Where a contract exists, Monave Designs will discuss with The Client possible revisions to be agreed between both parties. If no agreement can be reached, both parties have to give reasonable notice of intent of cancellation of the contract, which will be not less than 90 days.
7.4 Termination of Contract
Monave Designs reserves the right to give notice of termination of contract with a Client, which will be not less than 30 days, if it finds The Client in breach of these Terms and Conditions. Monave Designs shall use external independent arbitration to decide what constitutes a breach. If an independent arbitrator would rule in favour of Monave Designs, no refunds are due to The Client in such ruling.
8. LIABILITY AND WARRANTY DISCLAIMER
8.1 Monave Designs commits to providing a web site within agreed delivery timescales, conditional to the scope of works remaining unchanged. If The Client changes the scope of works, a new completion date will be agreed and this agreement will take precedence over the previous agreement. Monave Designs, will offer a full or partial refund and/or additional services (to be agreed with The Client) in light of any failure to carry out services within a given delivery timescale in accordance with Clause 4.2 Supply of Materials.
8.2 Monave Designs reserves the right to assign the work to a third party associate should there be the need to. The third party engaged by Monave Designs will sign a confidentially agreement before engaging in any work to The Client’s website and/or associated projects and full contact details of the third party involved will be given to The Client by Monave Designs.
The Client agrees Monave Designs is not liable for any failure to carry out services for reasons beyond its control including but not limited to acts of Religion, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
Monave Designs is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided by The Client to its clients.
Monave designs will ensure all features of the site and any files are functioning on handover. Monave Designs will (if applicable) also provide Video demos for The Client. The Client must test the system and report any issues back to Monave Designs for rectification as soon as it becomes aware of any issues. All access credentials will be provided for The Client to allow usability and accessibility of the site. This information can be changed to prevent the user from accessing the site if The Client has not fully paid for the work within the agreed time. The Client needs to confirm in writing that it has understood all the information received from Monave designs.
9.1 Whilst every effort is made to make sure files are error free, Monave Designs cannot guarantee that the display or functionality of the Work will be uninterrupted or error free. Monave Designs will endeavour to make sure that display and functionality of the Work is error free in the Main Browsers before handover of the completed Work. If after handover of files errors are found in code that Monave Designs has created using the Main Browsers, domain name setup and hosting setup are the same as when work began, then Monave Designs will correct these errors for The Client free of charge.
If after handover of files, errors are found in code that Monave Designs has created, where an updated software version of one or all of the Main Browsers exists, or the domain name setup or hosting setup has been changed, Monave Designs reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name setup or hosting setup.
Should The Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, Monave Designs reserves the right to cancel forthwith any projects and invoice Client for any work completed. Monave Designs shall have no liability to The Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or web site, even if Monave Designs has been advised of the possibility of such damages.
There are sometimes laws and taxes which affect Internet ecommerce. The Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend Monave Designs and its subcontractors from any claim, suit, penalty, tax, or tariff arising from The Client’s exercise of Internet ecommerce.
Monave Designs may from time to time recommend to The Client updates of which it is aware and which are recommended to be updated to their site, including but not limited to, new legislations, software releases and web standards. Monave Designs reserves the right to quote for any updates as separate work. The Client agrees that it shall defend, indemnify, save and hold Monave Designs harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates of which it was not aware.
10. ACCEPTANCE OF TERMS AND CONDITIONS
By accepting a quotation or making a payment of invoice to use the services supplied, The Client acknowledges to have; read, understood and accepted the Terms and Conditions of this Agreement, and agrees to be legally bound by these Terms and Conditions.