BY PLACING AN ORDER FOR WEBSITE DESIGN, WEBSITE DEVELOPMENT, WEBSITE HOSTING, WEBSITE MAINTENANCE, SEARCH ENGINE OPTIMISATION (SEO) OR DIGITAL MARKETING SERVICES WITH TRINITECH LTD, YOU CONFIRM THAT YOU ARE IN AGREEMENT WITH AND BOUND BY THE TERMS AND CONDITIONS DEFINED IN THIS DOCUMENT.
CONTENTS
1. DEFINITION OF TERMS
2. PAYMENT & FEES
3. ADDITIONAL COSTS / EXPENSES
4. COMMENCEMENT
5. WEBSITE DESIGN & DEVELOPMENT
6. WEBSITE HOSTING & EMAIL
7. WEBSITE MANAGEMENT & MAINTENANCE
8. SEARCH ENGINE OPTIMISATION (SEO) & DIGITAL MARKETING
9. DISCLAIMERS
10. DATA PROTECTION
11. ADVICE & CONSULTANCY
12. TRAINING
13. RIGHT TO ASSIGN
14. COMMUNICATION & SITE VISITS
15. COMPLETION OF WORK AND PAYMENT
16. INTELLECTUAL PROPERTY
17. LIMITATION OF LIABILITY
18. RIGHTS AND RESPONSIBILITIES
19. INTERPRETATION
20. CANCELLATION & TERMINATION
1. DEFINITION OF TERMS
1.1 Trinitech – Primary website design, development, maintenance and hosting supplier.
1.2 The Client – the entity that enters into a contract with Trinitech.
1.3 The Contract – the document that sets out the milestones, tasks and terms.
1.4 Domain Name – the root address of a website, e.g. domain.co.uk. All such names must be registered with the appropriate naming authority, which will usually charge a fee.
1.5 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.
1.6 Host – the company on whose system the Website physically resides.
1.7 Back-end – back end administrative access to a website or hosting environment.
1.8 Link, Hyperlink – a ‘clickable’ link embedded on a web page that may take the form of a graphic or text.
1.9 Search Engine – a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
1.10 Website – a collection of web pages and associated code that forms an integrated presence.
1.11 The Work – the subject matter of the contract between the Client and Trinitech.
1.12 The Content – means all text, graphics, logos, photographs, images, moving images (including video), sound, illustrations and other materials featured, displayed or used or to be featured, displayed or used in or in relation to the Website.
1.13 The Price – means the sums to be total to be paid by the Client to the Supplier.
1.14 The Project – means the delivery of the Website Design, the design and development of the Website and the production of the Web pages.
1.15 Live – the status of the Website once it is published or launched.
2. PAYMENT & FEES
2.1 Fee Payable – For all non-recurring Work, including Website design and development (see 5), a non-refundable deposit of 50% of the total fee payable under the contract is due immediately upon the signing of the contract unless otherwise agreed. The remaining 50% shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause 5.6 Approval of Work and Clause 5.7 Rejected Work hereof. Trinitech reserves the right not to begin the Work until the said deposit has been paid in full. Trinitech reserves the right not to make a website ‘live’ on the Internet until the final payment has been received. The fee quoted in the contract does not include the cost of domain registration, hosting set up fee or hosting unless otherwise stated in the accepted proposal.
2.2 Whilst any payment due under the agreement remains outstanding, Trinitech shall be entitled at its sole and absolute discretion to withhold provision of any goods or services it would otherwise be obliged to provide under the agreement.
2.3 Once full and complete payment has been made, the ‘project’ will be moved to a live hosting environment provided by Trinitech or the clients preferred host as agreed with full access given where a website ‘back-end’ is included unless otherwise stated in the accepted proposal.
2.4 It is the Trinitech policy that any outstanding accounts for work carried out by Trinitech are required to be paid in full, no later than 30 days from the date of the invoice unless by prior arrangement.
2.5 Once a deposit is paid and work completed you are obliged to pay the balance of payment in full. We will contact clients via email and telephone to remind them of such payments if they are not received when due.
2.6 In accordance with the Late Payment of Commercial Debts Act 1998 interest may be charged on all payments received outside of payment terms at the rate of eight per cent above the Bank of England Base Rate as applicable on the previous 31 December or 30 June whichever is the most recent.
2.7 In case collection proves necessary; the client agrees to pay all fees (including all legal fees and court costs) incurred by that process.
2.8 If for any reason whatsoever we are unable to provide an agreed product or service in accordance with these terms and conditions our liability shall be limited in its entirety to a proportional refund of any fees paid by you for the service or product.
2.9 Where the client and Trinitech have agreed to flexible payments for any of the services that Trinitech provides, the client will be fully responsible for the total amount payable and must make the appropriate payments in accordance with invoices raised.
3. ADDITIONAL COSTS / EXPENSES
3.1 The transfer of domain names and their associated services to another server can sometimes become complex and time consuming. All administrative fees to third parties and the time taken to organise the transfer will be charged to the client irrespective of any quoted amount set out in the quotation with its specifications unless otherwise stated in the accepted proposal.
3.2 Additional costs incurred in the provision of: stock photography, electronic commerce software, online transaction processing solutions, domain name registration or web space provided by third parties are non refundable.
3.3 Additional features to websites, including extra database services, specific hosting requirements, animations that are not included in the quotation are subject to surcharge. In the event a feature is required which has not been included in the quotation Trinitech will give notice prior to implementation and seek acceptance of the surcharge. The cost will be added to the final invoice unless the amount exceeds £480 + VAT in which case an interim 50% payment will be invoiced before implementation and the remainder will be added to the final invoice.
4. COMMENCEMENT
4.1 Trinitech cannot always guarantee to start work immediately or on a specific date. An expected start date for a Project will be agreed with the client as to when work can commence once an agreement with the client has been made.
4.2 An order for services is deemed to be requested once the Client has accepted the proposal/quotation verbally, by written or electronic (email) communication. Trinitech will carry out work only where the Agreement has been accepted and signed via the client portal.
4.3 For Projects including website design, development and marketing services, once the Agreement has been accepted and signed via the client portal a non-refundable 50% deposit of the total amount payable will be required before work is commenced unless otherwise agreed.
5. WEBSITE DESIGN & DEVELOPMENT
5.1 Authorisation – You are engaging Trinitech as an independent contractor to perform work as described in the service you have purchased. In the event access to your website is necessary, you hereby authorises Trinitech access and ‘write permissions’ to all directories and files of your account with any other third party hosting provider, as well as permission to install any necessary WordPress plug-ins for maintenance and security.
5.2 Specification – Trinitech and the Client have agreed a Project Website specification and Project Website maintenance as defined in the Project proposal. Any amendments proposed to this Project specification must be made in writing and delivered to the other party. Either party is entitled to request a telephone meeting to discuss such amendments. If such proposed amendments incur additional expense Trinitech is entitled to seek further payment from the Client to cover such expense.
5.3 Standards & Compatibility – Trinitech makes every effort to design and develop websites to current web standards and thus display correctly in the most popular, current browsers and devices, but cannot accept responsibility for pages which do not display correctly in old versions of older browsers and devices. The website will adhere to the requirements of the W3C standards and will be written in valid code which passes the validation process of the W3C validator. In some cases, where third party software/scripts are used, they may break validation. We will attempt to make the scripts compliant, but can make no guarantees.
5.4 Supply of Materials – The Client is to supply all materials and information required for Trinitech 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, Trinitech has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. Where the Client’s failure to supply materials prevents progress on the Work for more than 21 days, Trinitech has the right to invoice the Client for any part or parts of the Work already completed.
5.5 E-commerce – The Client agrees that it is responsible for complying with the laws, taxes, and tariffs related to e-commerce, and will hold harmless, protect, and defend Trinitech and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s use of Internet electronic commerce. The Client also understands that the Developer cannot provide legal advice.
5.6 Approval of Work – On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Trinitech, in writing, of any unsatisfactory points within 30 working days of receipt of such notification. Any of the Work which has not been reported in writing to Trinitech as unsatisfactory within the 30 day 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 50% balancing payment under Clause 2.1 Fee Payable will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
5.7 Rejected Work – If the Client rejects the Work within the 30 day review period, or will not approve subsequent Work performed by Trinitech to remedy any points reported by the Client as unsatisfactory, and Trinitech considers that the Client is unreasonable in their repeated rejection of the Work, the contract will be deemed to have expired and Trinitech can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
5.8 Payment – Upon completion of the Project, Trinitech will invoice the Client for the 50% balancing payment in accordance with Clause 2.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 30 days of the date that the invoice was issued or in the case of new website, before the new website is made ‘live’ (e.g. publicly visible) on the Internet.
6. WEBSITE HOSTING & EMAIL
6.1 Where the Client has engaged a third-party hosting provider, hosting and email services are provided under a contract between the client and the chosen hosting and email provider (Internet Service Provider (ISP)) and will be bound by the terms and conditions of that ISP. Where a client has Trinitech as their hosting provider a separate hosting and email contract will be provided and the Client must adhere to the terms and conditions and acceptable use policy contained within.
6.2 Control Panel – If required, Trinitech will provide the Client with access to a hosting control panel which allows the client to configure their hosting, email accounts & ftp accounts etc.
6.3 Mailbox – Each mailbox has a maximum storage quota of 5Gb. This is in place to protect your account and others from potentially large volumes of email sent to a single address that could materially affect the email system server. It is the mailbox owner’s responsibility to ensure that his/her mailbox does not reach its allocated level. When the storage capacity is reached on an individual mailbox or folder, no email will be sent or received for that mailbox. Trinitech is not responsible for service unavailability or data loss caused by any mailbox or folder exceeding its storage capacity. Additional storage quota is available on request and will incur a surcharge.
6.4 Passwords – It is the Clients responsibility to keep password confidential, and to change the password on a regular basis. Trinitech is not responsible for any data losses or security issues due to stolen passwords. Trinitech recommends that you use passwords that contain numbers and symbols in order to prevent unauthorised users from guessing commonly-used choices (i.e. “12345”, “password”, etc.).
6.5 Anti-virus Checking – Trinitech installs anti-virus software on its mail servers. This software is configured to check all messages coming in to and leaving the mail server. If a virus is detected, the message is deleted. No notification is sent to either recipient or sender of the message.
6.6 Email Security – Trinitech makes every reasonable effort to ensure mailbox security at all times. We do this through a combination of various network security policies, load balancing and redundant systems. We make every reasonable effort to ensure the integrity of data on our systems. On the rare occasions where there may be a problem with specific mailbox data, it is the mailbox owner’s responsibility notify to us. We cannot guarantee to restore data and we accept no liability for the loss of any such data.
6.7 Email Availability – Trinitech monitors the server as a whole but does not monitor individual mailboxes. The mail server uses SMTP, a “store-and-forward” email protocol, to deliver outbound messages. This protocol does not guarantee immediate delivery of email messages. By default, the mail server continues to attempt delivery. If there is no successful delivery attempt within four hours, a delay notification will be emailed to the sender. If there is no successful delivery attempt within five days, the message will be returned to the sender.
6.8 Server Maintenance – To guarantee optimal performance on the servers, it is necessary for Trinitech to perform routine maintenance. Such maintenance may require taking Trinitech mail servers off-line, typically performed during off-peak hours. Trinitech will give you advance notice of maintenance requiring the servers to be taken off-line whenever possible.
6.9 Backup – Backup of your website, data and email are taken on a daily basis. Backups are kept for a maximum of 30 days. Backups older than 30 days will be overwritten with a new backup. This ensures that Trinitech will always have a recent copy of your data in the event that you need help with disaster recovery. In the event a client need to restore any part of their services with Trinitech from backup, a £60 + VAT per hour fee will be charged. Backups are provided as a courtesy and are not guaranteed.
6.10 For websites hosted outside of Trinitech, the client is responsible for their own backups. Trinitech can offer an automatic remote backup service for disaster recovery for £10 + VAT per month if required.
6.11 Backup for all WordPress installations where Trinitech Ltd has restricted or no admin panel access, will be performed via chosen plug-in. All backups taken will be sent to our servers when completed and incorporated to to our nightly off-site backup server.
6.12 Customer hosting with Trinitech are not permitted to add or store backup plug-in on their WordPress installation as this will jeopardize the performance of the website. Our servers are not allowed to be used as a backup/storage system.
6.13 Liability – Trinitech shall under no circumstances be liable to the Customer for any loss (whether direct or indirect) of revenue, loss of profits or any consequential loss whatsoever from the provision of website and email hosting services.
6.14 Hosting services provided by Trinitech are subject to agreement of additional Hosting Terms and Acceptable Use Policy (AUP).
7. WEBSITE MANAGEMENT & MAINTENANCE
7.1 Authorisation – You are engaging Trinitech as an independent contractor to perform work as described in the service you have purchased. In the event access to your website is necessary, you hereby authorises Trinitech access and ‘write permissions’ to all directories and files of your account with any other third party hosting provider, as well as permission to install any necessary WordPress plug-ins for maintenance and security.
7.2 Communication – Where Trinitech undertakes to manage, maintain or update a client’s website, a system of communication will be established that meets the needs of both the client and of Trinitech to carry out the website maintenance to a service level agreed.
7.3 Payment – The Client will pay the monthly fees to the Trinitech for hosting and maintenance of the web site. Trinitech will invoice the Client and the Client will pay the invoice, including Value Added Tax, (VAT) at the prevailing rate according to the terms of payment detailed on the invoice. The monthly fee shall be charged irrespective of whether the Client submits any requests for changes to the web site that would constitute maintenance. Trinitech will inform the Client in writing in advance if significant expenses occur outside the Website Maintenance Plan. Billing for website maintenance and hosting services is usually monthly, although where agreed may be quarterly or annually. Payment to be made within 30 days from date of invoice.
7.4 Third Party Or Client Page Modification – With a WordPress based website, the client may independently edit or update his or her web pages after completion of the site, unless otherwise agreed upon in this agreement by client and Trinitech. If anyone other than Trinitech or its subcontractors attempts to update the website and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at an hourly rate of £60 + VAT per hour beyond the time allotted in the monthly care plan. There is a one-hour minimum.
7.5 Where the client cancels a website maintenance contract with less than three months notice, there may be a charge of three months fees.
7.6 Where Trinitech cancels a website maintenance contract other than for a reason set out in Cancellation & Termination below, a refund of the fees appropriate to that part of the month remaining will be made.
7.7 In instances where the client does not subscribe to a website maintenance agreement, it is the sole responsibility of the client to manage & maintain their own website.
7.8 To assist the operation of a website management & maintenance contract an email account may be set up in the name of webmaster@yourdomain.co.uk to allow site visitors to contact Trinitech directly with technical problems.
7.9 Included Hours – The agreed number of hours will be provided during each calendar month as specified in the terms of the Website Maintenance Plan. Should the Client require support outside of these of the terms in order to resolve website issues, these will be billed at Trinitech hourly rate of £60 + VAT per hour by prior agreement. Unused hours cannot be carried over to the next month.
7.10 Website Updates – Clients may request what is deemed by Trinitech as ‘significant design changes’ to pages or layouts that have already been built to the Client’s specification. To that end, please note that our agreement does not include a provision for ‘significant page modification’ or creation of additional pages in excess of our agreed page maximum. If significant page modification is requested after a page has been built to the Client’s specification, an additional fee will be charged by means of a quote at a rate of £60 + VAT per hour.
7.11 E-mail, ticket & telephone support – All support plans include email ticket support and telephone support if specified. We provide these methods of support so that we can offer our assistance in a way that suits the client. Details of email, ticket and telephone support will be emailed to the client upon subscription to one of the Trinitech website management or support services. Trinitech cannot be held liable if one of these services suffers an outage beyond our control.
7.12 Remote access support – If remote access support is required, we will guide the client through granting Trinitech remote access to their desktop computer. This access is generated over a secure connection and each established connection can be used for one time only. Remote access support can only be used where the clients’ computer is compatible with the software used.
7.13 Response times – We will always endeavour to respond to requests within a reasonable response time. For content and low priority technical queries, we aim for a 3 hour response time and where possible, resolution carried out within 24 hours. For high-priority support queries, we aim for a 1 hour response time and resolution ASAP.
7.14 Website Backups – Where the Client has subscribed to a website maintenance service that includes regular backups, Trinitech will backup the clients website files, folders, images, documents and database etc. as determined by the service the client has subscribed to. All backups are stored remotely from the Client’s web hosting server.
7.15 Administrative Access – For Clients on our Maintenance Plans, we do not provide full administration access unless it is requested in writing to Trinitech. Our Plans are designed in such a way that a Client requiring admin access is very unlikely. In cases where we agree to give the Client full admin access to their website, the Client must accept that Trinitech are no longer responsible or liable for the performance of the website, it’s operation or it’s speed. Should the Client make changes or install software that causes an error or affects the performance of the website, Trinitech will charge a service fee at a rate of £60 + VAT per hour, to restore the website and remove any changes made by the Client or 3rd party.
7.16 Website Plugin Licenses – Where a Client is engaged in a Website Maintenance Plan with Trinitech, our developer licenses may cover any updates to plug-ins that we have installed on your website to provide functionality or management of your website unless stated otherwise in our proposal and / or contract with the Client. The Client may have purchased software licenses themselves, in which case they are responsible for renewal fees. In cases where we have applied our developer license to a piece of software on a Client website, it remains the property of Trinitech and under no circumstances, may it be used on any other website by the Client unless otherwise agreed. Once a Website Management Plan comes to an end, the Client will become responsible for software license renewal fees for plug-ins installed on their website.
8. SEARCH ENGINE OPTIMISATION (SEO) & DIGITAL MARKETING
8.1 Trinitech’s SEO and Digital Marketing services are intended to provide the Client with increased exposure in search engines and partner websites to increase the amount of targeted online traffic to the Clients website.
8.2 Where the Client has engaged Trinitech for SEO or Digital Marketing Services, they will include (but are not limited to):
8.2.1. Trinitech does not guarantee, represent, or warrant that the functions contained in the Website will meet the client’s requirements or that the operation of the Website will be uninterrupted or error-free.
8.2.2. Researching keywords/phrases to select appropriate, relevant search terms and phrases.
8.2.3. Generating and/or obtaining ‘backlinks’ from other relevant, related websites and directories in order to generate link popularity and traffic.
8.2.4. Editing and/or optimisation of text for various html tags, META data, page titles, and page text as necessary.
8.2.5. Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO practice and purposes.
8.2.6. Recommend, as required, additional website ‘landing’ pages or content for the purpose of ranking for keyword/phrase searches in the major search engines.
8.2.7. Create traffic and ranking reports for the Client’s website(s) and any associated pages showing rankings in the major search engines e.g. Google (UK). These reports will be sent to the Client on a monthly basis unless otherwise agreed.
8.3 For the purposes of receiving professional SEO and Digital Marketing services from Trinitech, the Client agrees to provide the following:
8.3.1. Administrative/back-end access to the website for analysis of content and structure.
8.3.2. Permission to make changes for the purpose of optimisation, and to communicate directly with any third parties, e.g. your web designer, if appropriate/necessary.
8.3.3. Unlimited access to existing website traffic statistics for analysis and tracking purposes e.g. Google Analytics etc.
8.3.4. An email address for the purposes of requesting links (e.g. webmaster@yourdomain.co.uk).
8.3.5. Authorisation to use client pictures, logos, trademarks, web site images, leaflets, content, etc. for any use as deemed necessary by Trinitech for search engine optimisation purposes.
8.3.6. If the Client’s site is lacking in textual content, the Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages unless otherwise agreed. Trinitech can create site content at additional cost to the Client. If the Client is interested in purchasing content from Trinitech, please contact Trinitech for a cost estimate.
8.4 The Client must acknowledge the following with respect to SEO and Digital Marketing services:
8.4.1. All fees are non-refundable.
8.4.2. All fees, services, documents, recommendations, and reports are confidential.
8.4.3. Trinitech has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
8.4.4. Due to the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms, and other competitive factors, Trinitech does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase or search term.
8.4.5. Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for a certain amount of time. This is sometimes referred to as the ‘Google Sandbox.’ Trinitech assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.
8.4.6. Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, Trinitech will re-optimise the website/page based on the current policies of the search engine in question.
8.4.7. Linking to ‘bad neighbourhoods’ or getting links from ‘link farms’ can seriously damage all SEO efforts. Trinitech does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
8.4.8. All of our SEO techniques, tactics & strategies are ‘white hat’ and adhere to search engine rules, guidelines and policies.
8.5 Trinitech is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
8.6 Additional Services not listed herein (such as managing pay-per click campaigns and copywriting etc.) will be provided for a fee following discussion and agreement with the Client.
8.7 The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Trinitech for inclusion on the website are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Trinitech and its subcontractors from any liability or suit arising from the use of such elements.
8.8 Trinitech is not responsible for the Client overwriting SEO work to the Client’s website. (e.g. Client/other webmasters uploading over work already provided/optimised by Trinitech). The Client will be charged an additional fee for re-constructing of such content, based on the hourly rate of £60 + VAT per hour.
9. DISCLAIMERS
9.1 Third Parties – Trinitech can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client’s Website, although Trinitech will endeavour to ensure that Website downtime is kept to a minimum and any issues are reported to the Host ASAP.
9.2 Maintenance and Correction of Errors – Unless agreed as part of a Website Maintenance service Trinitech takes no responsibility for the functionality or management / maintenance (unless a management / maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) attributable to Trinitech will be corrected free of charge, but Trinitech reserves the right to charge a reasonable fee for correction of errors for which Trinitech 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 Trinitech by the Client.
9.3 Extent of Work – Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client.
9.4 Consequential Loss – Under no circumstances will Trinitech be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software.
9.5 Status and Duration of Offers – Proposals and offers are valid for a period of 30 days from the date issued. Trinitech is not bound to honour offers that have expired. Offers are not legally binding until both parties have agreed an acceptable time-frame for the work. This time-frame is defined in the proposal. By accepting the Proposal, the Client accepts the time-frames defined.
9.6 Search Engine Listings – Trinitech does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not Trinitech who determine whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. Trinitech does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.
9.7 Credit Link & Portfolio – To maintain our portfolio credentials, and the integrity of any applicable copyrights, Trinitech shall be entitled to place an unobtrusive credit with a hypertext link (“Website developed by Trinitech” or equivalent) in the footer on each page of the website. Trinitech is also entitled to reproduce samples of Client’s website in our portfolio and in any marketing materials unless otherwise stated by the Client.
10. DATA PROTECTION
10.1 Where the operation of the website or other services provided by Trinitech involves the collection and administration of personal data, the client is deemed to be the Data Controller and as such is responsible for notification under the terms of the Data Protection Acts and related regulations.
10.2 The client shall indemnify Trinitech against any actions, costs and liabilities arising from the use in good faith by Trinitech of personal data provided by the client or through the client’s website.
10.3 Where your website involves e-commerce functionality, unless otherwise stated, the client must ensure that suitable arrangements are in place to maximize security levels with regard to financial and personal information relating to the users of the website and other services. This may necessitate the use of secure electronic protocols, authentication certificates (SSL), encryption etc. and may require the provision of secure server facilities and/or the use of a credit card processing service.
10.4 Where a service is provided relating to e-commerce whereby visitors to the client’s website can order goods or services through the website – whether through direct or indirect payment the client undertakes to ensure that all transactions are carried out legally and fairly, that the security of personal information and of financial information is maintained and that the collection and control of that data meets the requirements of the Data Protection Acts and regulations.
10.5 The client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the website or any other services contemplated, and will hold harmless, protect, and defend Trinitech from any claim, suit, penalty, tax, fine, or tariff arising from the website or other services provided.
11. ADVICE & CONSULTANCY
11.1 Any advice given in respect of software, hardware, programming, design, purchasing, hosting, training, upgrading, installing or any other advice, suggestion, recommendation or otherwise of any product or service provided by us or by a third party, whether introduced by us directly or indirectly is accepted by you as an opinion and as such you agree that prior to acting on any of the aforementioned that you will first obtain professional advice. You further agree to indemnify us of all liability with Regard to any decision or action performed by you that may or may not be a direct or indirect result of any contact or dealing with us.
11.2 Our consultancy service and general advice is, by its nature, subjective. It is up to you whether you decide to follow our ideas and suggestions. It is not possible and we do not guarantee that any of those ideas and suggestions will increase traffic to your Site, improve your ratings with search engines or boost sales.
12. TRAINING
12.1 Trinitech agrees to provide appropriate training as agreed in the final quotation and on the terms agreed.
12.2 Where specific training services are required, full payment must be made prior to training being delivered.
12.3 The outcomes of training personnel in whatever activities agreed are not readily quantifiable and as such we cannot accept liability for any training we provide not meeting the client’s or the trainee’s expectations.
13. RIGHT TO ASSIGN
13.1 This Agreement is personal to the client and you may not assign it to any other party without the prior express written consent of Trinitech.
13.2 Should you transfer ownership of the website, or as part of a transfer of ownership of a business then the new owners will need to come to a new agreement with Trinitech.
14. COMMUNICATION & SITE VISITS
14.1 Trinitechs preferred method of communication is by email (support ticket).
14.2 Invoices will be sent by email and shall form a legal document just as if sent by traditional post.
14.3 Extensive site visits should not be necessary and the majority of design approval will be undertaken using the Internet, electronic files or other means. In the absence of a management / maintenance agreement which will set out site visit arrangements, visits requested by the client beyond that which Trinitech considers reasonable will be charged at £60 + VAT per hour (including travelling time) plus reasonable travel expenses not less than the actual costs incurred.
14.4 The design process will be undertaken by email communication, telephone discussion and sample demonstrations of web design services will be published on a ‘staging’ website or the client area of the Trinitech website.
15. COMPLETION OF WORK AND PAYMENT
15.1 Completion date – Trinitech will provide the Client with an expected project completion date and will endeavour to meet any given deadline but does not guarantee and are not bound in any way to complete the project by this date.
15.2 Overdue Payments – If payment has not been received by the due date, Trinitech has the right to suspend on-going work for Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 14 days after the due date, Trinitech has the right to replace, modify or remove the Website and revoke the Client’s licence of the Work and / or access to the website until full payment has been received. By revoking the Client’s licence of the Work or removing the web site from the Internet, Trinitech does not remove the Client’s obligation to pay any outstanding monies owing.
15.3 Chargebacks – Any Client withdrawing payments via bank or credit card (a ‘chargeback’) may be subject to a punitive fee of £60 + VAT, should the company deem this chargeback to be unfair. The company also reserves its right to defend such chargebacks and recover the original monies from the card issuer.
16. INTELLECTUAL PROPERTY
16.1 Offers and Proposals – Offers and proposals made by Trinitech to potential clients should be treated as trade secrets and remain the property of Trinitech. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from Trinitech. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
16.2 Warranty by Client 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 Trinitech for inclusion on the Website. The conclusion of a contract between Trinitech and the Client shall be regarded as a guarantee by the Client to Trinitech 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. By agreeing to these terms and conditions, the Client removes the legal responsibility of Trinitech and indemnifies the same from any claims or legal actions however related to the content of the Client’s site.
16.3 Domain Name – Any Domain Name obtained will belong to the Client. The Client agrees to indemnify Trinitech, 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.
16.4 Access – Once Trinitech has received full payment of all outstanding invoices and the Work has been approved by the Client, the Client will be granted access to their website via secure login to use and administer the Website and its contents.
16.5 Trade Secrets – Any code that is not freely accessible to third parties and not in the public domain, and to which Trinitech 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 Trinitech. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which Trinitech or their suppliers owns the copyright. Trinitech acknowledges the intellectual property rights of the Client. Information passed in written form to Trinitech, 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.
17. LIMITATION OF LIABILITY
17.1 Disclaimer Or Warranties – Although there are limitations to the guarantees we can provide, your satisfaction is very important to us. Please read and understand our limits of liability before ordering services.
17.1.1. Trinitech does not assume any responsibility or liability for the content of the websites it builds, manages, maintains and/or hosts.
17.1.2. Trinitech does not guarantee, represent, or warrant that the functions contained in the Website will meet the client’s requirements or that the operation of the Website will be uninterrupted or error-free.
17.1.3. You expressly agree that your use of, or inability to use, the functions contained in the Website is at your sole risk. The functions of the Website created for you are provided ‘as is’ and ‘as available’ for your use, without warranties of any kind. The entire risk as to the quality and performance of the Website is with the client.
17.1.4. To the extent not prohibited by law, in no event will Trinitech be liable to the client or any third party for any damages, including, but not limited to, any lost profits, lost savings, loss of data, business interruption, or incidental, consequential or special damages arising out of the operation of or inability to operate the Website, however caused, even if Trinitech has been advised of the possibility of such damages.
17.1.5. Trinitech does not represent, guarantee or warrant that the functions contained in the Website will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusions, and Trinitech disclaims any liability relating thereto.
17.1.6. The laws of the United Kingdom govern this Work Statement Agreement without giving effect to its conflict of laws provision. You expressly agree that exclusive jurisdiction for any claim or dispute with Trinitech or relating in any way to your use of the Website resides in the courts of the United Kingdom.
17.2 Pricing & Payments – All prices appearing on this site are subject to change without notice. Once a client of Trinitech, you authorise Trinitech to charge the payment method you submitted for all the invoices generated for the services rendered by Trinitech. In order to cancel your recurring payment or change payment method, simply contact Trinitech prior to your payments due date.
17.3 Acceptance – Please note that by accepting the contract submitting your payment, you are agreeing to all of our terms of service as they are written here. Trinitech reserves the right to change or update these terms at any time without prior notice. The user of this site agrees to the terms of this agreement on behalf of his or her organisation or business. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties.
18. RIGHTS AND RESPONSIBILITIES
18.1 Right to Terminate – Trinitech reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
18.2 Events Beyond Control – Trinitech 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 Trinitech.
18.3 Supply and Pricing of Services – Trinitech reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
19. INTERPRETATION
19.1 Jurisdiction – This Agreement shall be governed by English law, which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Trinitech and the Client.
19.2 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.
19.3 Change of Terms and Conditions – These terms & conditions may change from time to time. The Client will be informed of revisions as and when they are issued.
20. CANCELLATION & TERMINATION
20.1 Trinitech may terminate the agreement immediately upon the occurrence of any of the following events: failure to pay any invoice which has become due or your breach of any of the terms of the agreement between us without prior agreement or consent.
20.2 Should Trinitech decide to terminate the agreement between us immediately upon the occurrence of one of the above circumstances, we reserve the right to exercise any other rights which we may have against you.
20.3 In the event of project cancellation or failure to settle accounts, Trinitech retains ownership of all design work and it may be offered to other Clients. If accounts are not settled (within 30 days of the invoice being issued) or Trinitech have not been contacted regarding the delay, access to the related website may be denied and web pages removed, we will then pass such cases to the Small Claims Court to pursue payment.
20.4 We reserve the right to remove from the Internet any website or other service which we display on your behalf upon the occurrence of one of the above Circumstances.
20.5 Should we terminate the agreement upon the occurrence of one of the above circumstances, we will not refund to you any monies paid by you to us.
20.6 If at any point during the development a client wishes to cancel, they may do so but will be invoiced up to the full amount quoted based on the degree to which the Work has been completed and on the extent to which time has been allocated to the project that cannot be effectively used to generate revenue that would be otherwise lost.
20.7 In the event of cancellation of services where the website(s) is hosted on Trintech servers, Trinitech vows to provide reasonable assistance in the transfer of files and assets to a new server and hosting company. This may include the preparing of files and databases but does not include the set-up or installation of services on the destination server.
20.8 If a website maintenance agreement is terminated for any of the reasons mentioned above a fee equivalent to three month’s charges will be payable.
20.9 In the event that Trinitech terminates a website management / maintenance contract for any other reason, a refund equivalent to the unused portion of the current payment period will be the maximum liability.
20.10 Where a website maintenance service has been agreed in conjunction with paying for website design costs over a pre-arranged period of time, the client will be responsible for the full amount due in the event that they wish to cancel the agreement.
20.11 Where website maintenance or digital marketing services are cancelled prior to the full term of the agreement / contract, the client must provide written notice and a 30 day notice period is required. A final invoice will be issued following the notice period and services will cease.
20.12 A cancellation notice period is required of 30 days on all Trinitech hosting plans. A final invoice will be issued following the notice period and hosting services will cease.
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