Services Terms & Conditions
The following terms and conditions apply to all website development, design, hosting, branding, marketing & customer services such as technical maintenance/customer care plan services provided by Code54 to the Client.
Section 1. Acceptance
It is not necessary for any client to have signed an acceptance of these terms and conditions for them to apply. If a client accepts a quote from us, has in writing or verbally agreed to the work or paid a deposit to commence any work then the client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
Section 2. Charges
Charges for services to be provided by Code54 are defined in the project quotation that the Client receives via e-mail or in some cases by telephone/video call or in-person via a scheduled meeting. Quotations are valid for a period of 30 days. We reserve the right to alter or decline to provide a quotation after expiry of the 30 days.
Unless agreed otherwise with the Client, all of our services require an advance payment of fifty (50) percent of the project quotation total before the work is supplied to the Client for review. The remaining fifty (50) percent of the project quotation total is due upon satisfactory completion of the work with reference to the original parameters, scope or remit of the project as initially set out, prior to upload to the server or release of assets.
Payment for services can be made by BACS (preferred) or Paypal in some circumstances. All payments or transactions should be clearly referenced by you so that we know who digital payments are from. Our bank details will be made available on invoices.
Section 3. Client Review
Code54 will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such assets will be deemed to be accepted and approved unless the Client notifies Code54 otherwise within ten (10) days of the date the assets are made available to the Client.
Section 4. Turnaround Time and Content Control
Code54 will install and publicly post or supply the Client’s website by the date specified in the project proposal, or at a date agreed with Client upon Code54 receiving the initial deposit payment, unless a delay is specifically requested by the Client and agreed by Eagle Eye Golf Media.
In return, the Client agrees to delegate at least one single individual as a primary contact to assist Code54 with progressing the project in a satisfactory and expedient manner.
During the project, Code54 will require the Client to provide website content; text, images, videos and sound files where required.
Section 5. Failure to provide the required website content:
Code54 is a small business, to remain efficient we must ensure that work we have scheduled is carried out within the agreed or designated timeframe. On occasions, we may have to reject offers for other work and enquiries to ensure that your work is completed on time.
This is why we ask that you provide all the required information in advance or as early as possible. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time frame, and we are delayed as a result, we reserve the right to impose a surcharge of up to 25%. If your project involves Search Engine Optimisation we specifically need the text content for your site in advance so that the SEO can be planned and completed efficiently.
If you agree to provide us with the required information and subsequently fail to do within one week of project commencement we reserve the right to close the project and the balance remaining becomes payable immediately. Simply put, all of the above conditions mean do not give us the go-ahead to start until you are ready to do so.
NOTE: Text content should be delivered as an unformatted Microsoft Word, email (or similar) document with the pages in the supplied document clearly referenced and representing the content of the relevant pages or sections on your new website. These pages should have the same titles as the agreed website pages. Contact us if you need clarification on this.
Using our content management system, when previously agreed, you are able to keep your content up to date your self thereafter.
Section 6. Payment
Invoices will be provided by Code54 prior to commencement and upon completion, but before publishing the live website. Invoices are normally sent via email; however, the Client may choose to receive hard copy invoices. Invoices are due immediately upon receipt. Accounts that remain unpaid for thirty (30) days after the date of the invoice will be assessed a service or late payment charge in the amount of the higher of one and one-half percent (1.5%) or £25 per month of the total amount due.
Section 7. Additional Expenses
Client agrees to reimburse Code54 for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography, plugins, VPS or dedicated server etc.
Section 8. Web Browsers & devices
Code54 makes every effort to ensure websites are designed to be viewed by the majority of visitors and be responsive on every device. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer, Google Chrome, Opera etc.). Client agrees that Code54 cannot guarantee correct functionality with all browser software across different operating systems.
Code54 cannot accept responsibility for any web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client. As such, Code54 reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
Section 9. Default
Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Code54’s Web space, Code54 will, at its discretion, remove all such material from its web space. Code54 is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the client of the obligation to pay any outstanding charges associated to the client’s account. Payments returned for insufficient funds will be assessed a return charge of £25 and the Client’s account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Code54 reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Code54 in enforcing these Terms and Conditions.
Section 10. Termination, renewals, suspension, refusal of Service & force majeure
Termination of services by the Client must be requested by written notice to our office address of: Code54, 1 Knightsbridge House, Eglinton Park, Kilwinning, Ayrshire, Scotland and will be effective on the receipt of such notice. E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for work completed to the date of first notice of cancellation for payment in full within twenty eight (28) days. Although notice is required, there is no cancellation fee.
This Agreement shall be effective when a client accepts a quote from us, has in writing or verbally agreed to the work or paid a deposit to commence any work or has been receiving the related services from us for any period of time. The client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full unless earlier terminated as instructions otherwise provided in this agreement. This agreement shall automatically be renewed beyond the initial 1 year term for an additional one (1) year term (each, a “Renewal Term”) unless client provides Code54 with a written notice of termination at least twenty eight (28) days prior to the expiration of the then-current Renewal Term.
Activity which results in a suspension or deactivation of an account will result in a forfeiture of fees paid. Complaints made regarding abuses of an account will be grounds for suspension.
Code54 may terminate this agreement at any time and for any reason by providing written notice of termination to client and may refund a pro rata portion of fees paid to Client for Hosting Services not yet rendered on the date of termination.
Refusal of Service
Code54 reserves the right to refuse, cancel, or suspend service at our sole discretion at any time.
Termination and Payment
Upon any termination or expiration of this agreement, client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement.
This Agreement and Schedules referenced herein constitute the entire agreement between Client and Code54 with respect to the subject matter hereof and there are no representations, understandings or agreements which are not fully expressed in this agreement.
Except for the payment of fees by Client, if the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either Party, that Party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
Section 11. Indemnity
All Code54 services may be used for lawful purposes only. You agree to indemnify and hold Code54 harmless from any claims resulting from your use of our service that damages you or any other party.
Section 12. Copyright
The client retains the copyright to data, files and graphic logos provided by the client, and grants Code54 the rights to publish and use such material. The client must obtain permission and rights to use any information or files that are copyrighted by a third party. The client is further responsible for granting Code54 permission and rights for use of the same and agrees to indemnify and hold harmless Code54 from any and all claims resulting from the client’s negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by the client to Code54 that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
Section 13. Standard Media Delivery
Unless otherwise specified in the project quotation, this agreement assumes that any text will be provided by the client in electronic format (ASCII text files delivered via USB stick or via e-mail or FTP) and that all photographs and other graphics will be provided via USB stick, email or physically in high-quality print suitable for use in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by Code54 to return to the Client any images or printed material provided for use in the creation of the Client’s website, such return cannot be guaranteed.
Section 14. Design Credit
A link to Code54 will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. If a client requests that the design credit be removed, a nominal fee of 10% of the total development charges will be applied. When total development charges are less than £5000, a fixed fee of £500 will be applied. The Client also agrees that the website developed for the client may be presented in Code54’s portfolio.
Section 15. Access Requirements
If the client’s website is to be installed on a third-party server, Code54 must be granted temporary read/write access to the client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, this period may need to be extended and other resources might also need to be configured on the server.
Section 16. Post-Live Alterations
Code54 cannot accept responsibility for any alterations caused by a third party occurring to the client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.
Section 17. Domain Names
Code54 may purchase domain names on behalf of the client. Payment and renewal of those domain names is the responsibility of the client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Code54. We will inform you of when domains are due for renewal in advance. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
Section 18. General
These Terms and Conditions supersede all previous representations, understandings or agreements. Payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Online payment is an acceptance of our terms and conditions.
Section 19. Social Media Management
Social Media Marketing and Management is defined as helping a client to advertise their products or services through social media channels. Code54 will honour the components of your chosen social media package, providing an agreement to a minimum 3 months contract is served and monthly payments are received in advance. In the event that payment is not received on time, we regret that further work will be halted until this is rectified.
Section 20. Governing Law
This Agreement shall be governed by Scottish Law.
Section 21. Liability
Code54 hereby excludes itself, its employees and or agents from all and any liability from:
Loss or damage caused by any inaccuracy;
Loss or damage caused by omission;
Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site;
Loss or damage to clients’ artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.
The entire liability of Code54 to the client in respect of any claim whatsoever or breach of this agreement, whether or not arising out of negligence, shall be limited to the charges paid for the services under this agreement in respect of which the breach has arisen.
Section 22. Severability
In the event any one or more of the provisions of this agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this agreement shall be unimpaired and the agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties involved.