Web Terms and Conditions
Please read these Web Terms and Conditions carefully, as they set out our and your legal rights and obligations in relation to our main service offerings. As a customer who purchases our services, you are bound by the terms and conditions presented on the following pages. If you do not agree with any of these conditions, we respectfully suggest that you should seek your services elsewhere. We strive to present these terms and conditions in an easy to read format so you can get a quick grasp of what we require without getting lost in minor details. It is in your best interest to know them.
1.1. The definitions and rules of interpretation in this clause apply in this agreement:
Acceptance: your acceptance or deemed acceptance of the Site pursuant to clause 1.4.
Change Control Procedures: the procedures set out in clause 10.
CMS: Content Management System
Conditions: our terms and conditions of Service
Materials: the content provided to us by you from time to time for incorporation in the Site.
Non-Supplier Defects: those defects described in clause1.9.
Phase: in relation to the Project Plan, one of the key phases of work identified in the Project Plan.
Project Plan: the timetable within which the Supplier will implement the Project as set out in the Scope of Work.
Server: a computer server administered by the Supplier [as more particularly defined in the Scope of Work.
Site: the website at [www.website-here.co.uk] to be developed by us.
Site Software: the software for the Site commissioned by the Customer as specified in the Scope of Work.
Site Specification: the specification for the Site set out in the Scope of Work.
Third Party Products: Skins, widgets, plug-ins and other third party software products set out in the Scope of Work and stock photography images.
User Acceptance Tests: the tests to be carried out on the Site as set out in clause 1.4 and as described in the Scope of Work.
Visitor: a visitor to the Site.
2.1. We shall:
a) design, develop and deliver the Site in accordance with the Project Plan; and
b) provide the Services;
c) provide a 21 day period following Acceptance for the notification by email of any defects with the Site.
3.1. You acknowledge that our ability to provide the Services is dependent upon your full and timely co-operation (which you agree to provide), as well as the accuracy and completeness of any information and data you provide. Therefore you shall provide us with:
a) access to, and use of, all information, data and documentation we reasonably require for the performance of our obligations under this agreement; and
b) any Materials as may be required; and
c) access to technical infrastructure required to integrate, support or allow the function of the Site.
3.2. You shall be responsible for the accuracy and completeness of the Materials and for checking the accuracy of Materials and content on the Site prior to the Site going live.
3.3. You must pay all Charges in full in cleared funds without set off or deduction before we put the Site live.
3.4. You must pay any additional charges and expenses, fees for Third Party Products and Change Control charges or any matter outside the Scope of Work immediately on receipt of an invoice from us.
3.5. You must not provide access to the CMS, administration or technical parts of the Site to any third party without our prior written permission.
4.1. Once we have completed the design and development of the Site in accordance with the Project Plan, we shall notify you that you can start the User Acceptance Test. It is your responsibility to run your own User Acceptance Test to test:
a) compliance of the Site with the Site Specification; and
b) the functionality of the Site in accordance with the Scope of Work; and
c) proof read the Content; and
d) check the accuracy of all Materials.
4.2. You shall have a period of  days to complete the User Acceptance Test and notify us of any remedial work required. We shall use our reasonable endeavours to complete the remedial work within a further period of  days.
4.3. Acceptance of the Site shall be deemed to have taken place upon the occurrence of any of the following events:
a)  days after the start of the User Acceptance Test if we have either not been notified of any defects or we have remedied any reported defects; or
b) you use any part of the Site for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
c) you unreasonably delay the start of the User Acceptance Test or any retests for a period of seven working days from the date on which we notify you to commence running such User Acceptance Test or retests; or
d) the Site going live and being used by you for the purposes of marketing or being referred to in marketing materials
4.4. If any failure to pass the User Acceptance Test results from a defect which is caused by your act or omission, or by one of your sub-contractors or agents for whom we have no responsibility (Non-Supplier Defect), the Site shall be deemed to have passed the User Acceptance Test notwithstanding such Non-Supplier Defect. We shall provide assistance reasonably requested by you in remedying any Non-Supplier Defect by supplying additional services or products. However you shall pay us in full for all such additional services and products at our then current fees and prices.
5.1. We warrant that the Site will perform substantially in accordance with the Site Specification for a period of 21 days from Acceptance. If the Site does not so perform, we shall, for no additional charge, carry out any work necessary in order to ensure that the Site substantially complies with the Site Specification.
5.2. This warranty does not cover defects that are not related to the programming and build of the Site which means that any changes required due to client error, content or matters outside the Site Specification will be charged at our then current rates.
6.1. The Third Party Products shall be supplied in accordance with the relevant licensor’s standard terms. Where relevant, the one-off licence fee for such Third Party Products is included in the Charges.
6.2. We do not warrant that the Third Party Product will be or remain compatible with the Site Software and any updates or fixes required will be at your additional cost at our then current fees and prices.
7.1. You shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).
7.2. You acknowledge that we have no control over any content placed on the Site by you or your Visitors through the CMS and do not purport to monitor the content of the Site. We reserve the right to remove content from the Site where we reasonably suspect such content is Inappropriate Content. We shall notify you promptly if we become aware that the Site may contain Inappropriate Content.
7.3. You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.
7.4. We may include the statement “Designed by Hogtronix Limited” or logo image with a link to our website at a maximum pixel size of 140×36, in the footer of the Site in a form to be agreed.
8.1. We shall build and develop the Site using the software and on the platform specified in the Scope of Work.
8.2. We do not warrant that the Site will be PCI compliant or will run without updates and fixes or that any open source software or Site Software obtained from a third party will be error free.
8.3. If the Site requires updates or fixes this is outside the Scope of Work and you shall pay us in full for all such additional services and products at our then current fees and prices.
9.1. If the Site is lost hacked interfered with or crashes for reasons beyond our reasonable control we shall use our reasonable endeavours to reinstate the Site on the Server.
9.2. This is outside the Scope of Work and you shall pay us in full for our work to reinstate the Site at our then current fees and prices.
10.1. Any request to change the Scope of Work or the provision of the Services (Change) shall be in writing and processed in accordance with the following Change Control Procedure.
10.2. Both parties shall discuss any Change proposed by the other and such discussion shall result either in a written request for a Change by you or a written recommendation by us. If neither wishes to submit a request or recommendation, the proposal for the Change will not proceed.
10.3. Where a written request for a Change is received, we shall submit a Change control note (CCN) to you within the period agreed, or inform you that we are not able to comply with such written request for a Change.
10.4. A written recommendation for a Change by us shall be submitted as a CCN direct to you at the time of such recommendation.
10.5. Each CCN shall contain:
a) the originator and the date of the request or recommendation for the Change;
b) the reason for the Change;
c) full details of the Change, including any specifications;
d) the price, if any, of or associated with the Change;
e) a timetable for implementation, together with any proposals for Acceptance of the Change;
f) the impact, if any, of the Change on other aspects of this agreement, including the Charges, the contractual documentation and staff resources.
10.6. If approved, both parties shall supply to the other a signed copy of the approved CCN which shall signify acceptance of a Change. The Change shall be immediately effective and both parties shall perform their respective obligations on the basis of the agreed amendment.