Terms and conditions
Version 1.4, updated 29 January 2019
The following terms and conditions apply to all services provided by Soundfocus Digital (“SF Digital”, "Soundfocus", "we", or "us") to you (the “Client”). As the Client you confirm that in relation to any agreement entered into and the purchase by you of the Service(s) that you are acting in a "business capacity" and are not and will not "deal as a consumer" for the purpose of section 12 of the Unfair Contract Terms Act 1977.
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 proposal 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.
2. Fees and charges
We provide ‘digital media’ services including design, development, software, photographic and image processing services. These include, but are not limited to, the creation of websites, online stores, print media, licensing of our own software, front-end web development and the subcontracting of hosting services. Collectively we refer to these as the “Services”.
Websites, Online Stores and Hosting
Charges for our Services are defined in the Proposal that the Client receives via e-mail. The terms of the Proposal are effective for 30 days after presentation to the Client. If the Client does not execute this Agreement within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution. We reserve the right to alter or decline to provide a Proposal after expiry of the 30 days.
Websites are designed and developed by us and then centrally hosted and delivered to you under a software-as-a-service subscription model. For services delivered under this model, the Client agrees to a minimum twelve (12) month contract with us. Subscription fees are payable on an annual basis, in advance. At the end of the contract term, your contract will automatically renew for an additional contract term until explicitly cancelled by you. Cancellation must be issued to one of our email addresses at least seven (7) days prior to the end of the contract term to allow for adequate processing time.
Unless otherwise agreed, all Services require an advance payment of a minimum of fifty (50) percent of the project quotation total before the work is supplied to the Client for review. The balance of the project quotation total is due upon completion of the work. If our total design or development fees are less than £500, full payment (100%) must be made before we commence work.
Deposits and payments for services rendered are considered fully earned and non-refundable.
Developer Services and Software Licensing
If our total developer fees are less than £500, full payment (100%) must be made before we commence work. Where our quotation is for more than £500, we require an advance payment of a minimum of fifty (50) percent of the project quotation total before we commence work.
Payments for services rendered, including developer time and software licensing, are considered fully earned and non-refundable.
Software licences must be paid for in full (100%) before a licence will be granted.
Our digital content, including software and software licences, is provided within 48 hours. By purchasing digital content you acknowledge that once the content has been provided, you lose your right to cancel the order, or to receive a refund unless the software can be proven to be faulty. This is in line with EU/UK laws for distance selling, and selling digital services.
3. Client review
We will provide the Client with an opportunity to review the appearance and content of the Services during the design phase and once the overall project is completed.
If the Client wants to change the Scope of Work after acceptance of this Agreement, they shall send us a written instruction describing the requested changes in detail. Within seven (7) days of receiving this we will respond with a statement proposing our availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. We will evaluate each change at our standard hourly rate.
At the completion of the project, the Services provided will be deemed to be accepted and approved unless the Client notifies us otherwise within seven (7) days of the date the materials are made available to the Client.
4. Turnaround time and content control
Soundfocus will build and publicly post the Client's website by the date specified in the project proposal, or at date agreed with the Client upon Soundfocus receiving initial payment, unless a delay is specifically requested by the Client and agreed by us.
In return, the Client agrees to delegate a single individual as a primary contact to aid us with progressing the commission in a satisfactory and expedient manner.
During the project, Soundfocus will require the Client to provide website content, including but not limited to text, suitable images, documents, videos and/or sound files. We ask that you provide all the required information in advance.
As a small business, we must ensure that work we have programmed is carried out at the scheduled time and on occasions we may have to reject offers for other work to ensure that your work is completed at the agreed time. On any occasion where progress cannot be made with your project because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge of up to 25%.
Text content should be delivered as a Microsoft Word, email, or similar document, with the pages in the supplied document representing the content of the relevant pages on your website. These pages should have the same titles as the agreed website pages. Images should be delivered as individual high resolution JPEG or PNG files, named to indicate their content. Contact us if you need clarification on this.
Invoices will be sent to the Client at the intervals defined in the Proposal. Invoices are sent via email and are due upon receipt. Payment for Services is due by electronic transfer (preferred) or cheque. Payment details are shown on our invoices.
Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a service charge in the amount of the higher of one and one-half percent (1.5%) or £30 per month of the total amount due.
6. Web browsers
We make every effort to ensure that websites and software are designed to work with the latest versions of current browsers, including Google Chrome, Mozilla Firefox, Microsoft Edge and Apple Safari. The Client agrees that Soundfocus cannot guarantee correct functionality with all browser software across different operating systems.
Soundfocus cannot accept responsibility for web pages which do not display acceptably in older versions of browsers that were released prior to the website, or in new versions of browsers released after the website has been designed and handed over to the Client. As such, Soundfocus 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.
7. Rights to use our service
Subject to this Agreement, Soundfocus hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the Services through a user identification reference provided by us (“User ID”) to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement.
8. Your content
Where our Services include hosting, you are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials uploaded, posted or stored in connection with your use of the Services (“Content”). Soundfocus and our hosting agents (Squarespace Inc.) are not responsible for your Content. You hereby grant us a worldwide, royalty-free, non-exclusive licence to host and use the Content in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such licence. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You are encouraged to archive your Content regularly and frequently.
9. Account access
Some of our Services may require you to give us access to or require you to provide login information and password information for accounts or services you may have with third party providers. When you provide this information to us or give us access to these third party accounts you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give us such access, login information and passwords.
We may, but have no obligation to, monitor Content on the websites using our Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, or operate the Services properly. We may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
11. Hosting rules
a. You will not use the Services for any unlawful purposes or to conduct any unlawful activity. You agree to indemnify and hold us harmless from any claims resulting from your use of our Service that damages you or any other party.
b. You will not use the Services to impersonate another person.
c. You may not send unsolicited messages (also known as junk mail or SPAM) to promote any website published on the Site.
d. You may not upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services.
e. You may not upload digital files larger than 300MB or audio files larger than 160MB. You also may not have a site with more than 1,000 navigation pages. We don't recommend having more than 400 pages.
f. You will not share your password, let anyone else access your account, or do anything that might jeopardise the security of your account.
g. You will not attempt to or actually override any security component included in or underlying the Services.
h. You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on our infrastructure.
i. You will not publish Content, or links to Content, that is:
Pornographic, sexually explicit, or violent
Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another)
Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libellous
Breaches another’s privacy
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 our hosting service we will, at our discretion, remove all such material from our hosting service or remove it from public access.
Soundfocus 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 assessed to the Client's account. Cheques 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 us reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by us in enforcing these Terms and Conditions.
Services may be terminated by us, without cause, at any time.
Services may be terminated by you, without cause, by following the cancellation procedures set forth in Section 2. You will be invoiced for design work completed to the date of first notice of cancellation, for payment in full within thirty (30) days.
We may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services.
Notice of termination of Services by Soundfocus will be sent to the contact e-mail associated with your account. Upon termination, we have the right to delete all data, files, or other information that is stored in your account.
All Soundfocus work (our site designs and site code) is copyrighted and protected by copyright law. All rights reserved.
When you purchase a website or code (also known as 'software') from us, you get a single copy for use on a single website. You cannot (for example) legally make another copy for use on another website.
In addition to the code that you can purchase from us, we may also publish free guides on our website. Whilst we do not charge for these guides or the accompanying code, both are copyright protected. You may use code that is labelled as ‘free’ on your own website, but you must not publish, sell or distribute the code (including to clients) or make any other claim to it. For the avoidance of doubt, this means that you may not use the code for a client's website, unless you have paid us a royalty fee.
We use a third party service to detect illegal use of our software and we reserve the right to pursue anyone worldwide who breaches our copyright terms.
15. Perishability, updates and support
Our services may include a number of Third Party Services and applications (collectively, “Third Party Services”). Examples of Third Party Services include our hosting provider, domain registrar, ecommerce payment processors, currency rate services, social media platforms and email service subscriptions such as Squarespace, Shopify, Webflow, MailChimp, G-Suite. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We don't control Third Party Services, and we’re not liable for them.
Third Party Services may change, disable or update their services without notice and this may adversely impact the services we provide. We’re not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result.
When we design, build and supply a complete website, we always provide full support for the duration of your software-as-a-service contract with us.
Where we supply Software, licences or development services (collectively, “Software”) for Third Party Services, the Software's operation is subject to changes to the Third Party Services. Third Party Services do make changes to their services and they may do so without notice. Such changes to Third Party Services are outside of our control, and we make no representation that the Software will be compatible with any such changes. It is possible that changes to Third Party Services may render our software partially or entirely inoperable. You agree that you are not entitled to support for the Software and that any support provided is entirely at our discretion. Use of our Software will fall outside the scope of Third Party Services support.
Soundfocus retains the right to display web content as examples of their work in their portfolio and as content features in other projects. When we have designed a Client's website we also retain the right to place and retain a discreet text or image link in the footer of the 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 £15000, a fixed fee of £1500 will be applied.
Where Soundfocus Software has been licensed for use on a website, Soundfocus retains the right to list the website as a user of their Software and to provide a link to the website with or without a screenshot of the website.
These Terms and Conditions supersede all previous representations, understandings or agreements.
18. Governing law
This Agreement shall be governed by English Law.