DPG Software Limited - Terms and Conditions.

Please ensure that you read and understand these conditions before paying your advance fee.

The Contract.

The Customer’s approval for work to commence shall be deemed a contractual agreement between the Customer and DPG Software Limited.

Important: Approval for the work to commence and payment of the advance fee indicates that the Customer accepts the terms and conditions outlined in this document.

The Services.

DPG Software Ltd will:

(a) design and deliver the Website to the Customer’s specifications;

(b) keep the Customer informed of the progress of the Website's development; and

(c) provide the Customer with reasonable access to the Website during the Term.

Customer Obligations.

The Customer will provide DPG Software Ltd with:

(a) such co-operation as is required by DPG Software Ltd (acting reasonably) to enable the performance by DPG Software Ltd  of its obligations under the Agreement; and

(b) all information and documents required by DPG Software Ltd (acting reasonably) in connection with the provision of the Services.

IMPORTANT: Failure to Provide Required Website Content.

You must ensure that we are not delayed as a result of late delivery of the material and content required to complete your Website.

This is why we ask that you provide all the required information in advance. On any occasion where we are delayed because you have not provided this information, we reserve the right to impose a surcharge of 25% of the total cost of the work. Also, if your job involves Search Engine Optimisation (SEO), we 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 in advance and subsequently fail to do within four weeks of project commencement we reserve the right to close the project and the balance remaining becomes payable immediately. This will not be a problem provided that you do not give us the go ahead to start until you are ready to do so.

Conceptualising.

Conceptualising is the process of producing Website concepts for Customers. Concepts can include site mock ups, graphics and design proposals. This clearly takes a lot of time and for higher cost Websites it will be included.

For low cost sites (say below £1,000) you should be aware that (unless previously agreed) only one concept is possible. You should therefore ensure that you let us have your preferred colour scheme and design requirements beforehand. If you don’t do this we will design the Website appropriately. If it is not to your taste we may not be able to rework the Website without additional charges. This is why it is often best to show us another Website that you like as an example of what you require.

Delivery and Acceptance.

DPG Software Ltd will use all reasonable endeavours to deliver the Website to the Customer for acceptance testing on or before the Delivery Date.

During the Acceptance Period, the Customer will carry out acceptance tests to determine:

(a) whether the Website conforms in all material respects with the specification of the Website in the Proposal; and

(b) whether the Website has any Defects.

If the Website meets the Acceptance Criteria, the Customer will send to DPG Software Ltd  a written notice during the Acceptance Period confirming acceptance of the Website.

If the Website does not meet the Acceptance Criteria:

(a) the Customer will send to DPG Software Ltd  a written notice during the Acceptance Period setting out in detail the respect(s) in which the Website does not meet the Acceptance Criteria; and

(b) DPG Software Ltd will have a further remedial period to modify the Website so that it meets the Acceptance Criteria.

The Website will be deemed to have been accepted by the Customer if:

(a) the Customer does not give any notice to DPG Software Ltd  during the Acceptance Period; or

(b) the Customer publishes the Website or uses the Website for any purpose other than development and/or testing.

DPG Software Ltd Intellectual Copyright.

DPG Software Ltd holds intellectual copyright of any material, including source code and original images created for the Customer until payment of the final invoice. At this time we will transfer this intellectual copyright to the Customer.    However, for Ecommerce sites the intellectual copyright may still remain with the Third party software provider.

Customer’s Responsibilities with regard to Copyright.

In situations where the Customer provides images, text, animations, layouts or any other content for their Website they are legally responsible for ensuring that this material does not infringe any copyright.

Certain images provided by DPG Software Limited may have been purchased under licence from stock image suppliers. These images are generally only licensed for use on a Website. The licence may not permit them to be used in publicity material. The Website owner is legally responsible for ensuring that this does not happen. If you wish to use any images from the site for other purposes please contact us for clarification.

Cancellation.

Should the Customer wish to cancel at any point during the process they shall remain liable for the work that has taken place and shall be invoiced accordingly.

Quotations.

The price quoted to the Customer is for the work specifically agreed on the quotation only. Should the Customer decide that changes are required after work on the Website has commenced there may be a surcharge.

Payment - Advance Fee.

An advance fee (deposit) of 50% of the total cost of the project is required before work can start. Customers should only pay this advance fee if they agree to our terms and conditions. Payment of the advance will be taken as agreement. 

Payment - Refund Policy.

After work on a Website commences advances are not refundable.

Payment Methods.

Unless otherwise agreed, payment is only accepted by credit/debit card (via PayPal) or cheque or bankers draft in UK Pounds Sterling. If your cheque is returned by the bank as unpaid for any reason, you will be liable for a "returned cheque" charge of £25.

Payment of Balance.

Invoices are only issued when Customers accept that their Website has been completed to their satisfaction. Payment of the balance is due immediately on completion of the Website. We reserve the right not to launch a Website until full payment has been received.

Late Payment.

Any Websites previously launched may be removed if payment is not forthcoming. When this occurs an additional minimum charge of £50 will be required to have the site restored.

Accounts that have not been settled within 7 days of our final reminder will incur a late payment charge of 10% of the amount outstanding. You will also be charged statutory interest of 8% above the reference rate (fixed for the six month period within which date the invoices became overdue) pursuant to the late payment legislation.

Usage.

DPG Software Ltd will not monitor the contents of the Customer's pages. Files that the Customer uploads to their web pages are subject to withdrawal without notice by DPG Software Ltd upon complaint about their content where DPG Software Ltd at their sole discretion deem this necessary.

The Customer warrants the accuracy, truthfulness or reliability of any information (including statements of opinion or advice) which they place on their web pages.

The Customer warrants that they are authorised to promote any information which they do so on their web pages (for example if the Customer is providing financial information, that they hold any necessary authorisation under the Financial Services Acts etc).

The Customer agrees to keep secure their DPG Software Ltd identification, password and other confidential information relating to their account, if they have been supplied with such information.

DPG Software Ltd cannot guarantee that the system will never be infiltrated by unauthorised users. The Customer's data may not be secure against such infiltration and the Customer assumes that risk. If the Customer finds evidence of infiltration, please inform DPG Software Ltd and steps will be taken both to try and prevent it and to notify the proper authorities.

The Customer is personally responsible for the use of their account and the secrecy of their password. If the Customer is a corporate user then the company is also responsible, together with the individual using the account. In addition, the Customer is deemed to be logging onto the system (i.e. the authorised person for that account) when an account is logged on by using the correct account ID and password. The Customer must also inform DPG Software Limited immediately if someone steals their password or if they find someone else is using their ID. The Customer agrees to co-operate with DPG Software Limited and the police concerning any legal action taken arising from the misuse of the Customer's account by anyone else.  

Website Restrictions and Unlawful Content.

The Customer must be over 18 years of age to apply for and operate the Website.

The Customer will not use the Services or the Website to:

• Threaten, insult, criticise or defame anybody or in any way violate anybody's rights to privacy (“anybody” in this clause includes any organisation as well as any individual)
• Promote racist, sexist, ageist, obscene or what DPG Software Ltd considers to be "adult content".
• Infringe any intellectual property rights of anybody.
• Breach any statutory provision or regulation.
• Sell, promote or engage in any illegal activity, including but not limited to the sale of illegal goods, stolen merchandise or known defective products.
• Make false claims about any product or service sold or advertised using the Website.
• Forward or cause the forwarding of any email, or other form of communication, containing personal details of anybody without their express consent.
• Send unsolicited email, or use any other technique commonly known as "spamming".
 
DPG Software Ltd do not accept any liability for any communications of any type the Customer sends to anybody using the Website or for errors in Website Information or for errors contained in DPG Software Ltd's own Website, however such errors have arisen.

DPG Software Ltd can refuse to accept or delete any Website Information at any time at DPG Software Ltd's sole discretion.

Technical Support.

(a) Your website will be handed over as a fully functioning, completed work.

(b) DPG Software Ltd will provide 30 days of email technical support from the date your Website goes live provided you have paid us everything due to us.

(c) You are responsible for making sure your equipment is properly configured to use our Services.

(d) DPG Software Ltd’s technical support may be limited if an unreasonable demand causes a detrimental effect on the support provided to our other customers.

(e) For software updates any technical support is limited to that element of the software we have updated for you.

Hosting.

DPG Software Ltd does not accept any liability for the services provided by third party hosting companies either recommended directly or by association with us.

Customer Obligations.

DPG Software Ltd is not responsible for backing up The Customer’s data/website and whilst every attempt would be made in the unlikely event of any corruption or hardware failure, DPG Software Ltd cannot guarantee to be able to replace lost data. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by DPG Software Ltd and its employees or third parties.

This also includes loss of data/website caused by malicious software, spyware, viruses and website hacking.

The Customer shall keep full security copies of the Customer's computer programs data base and computer records on a daily basis or more frequently if required by best computing practice. This is extremely important for Content Management System based websites or Ecommerce websites where the content and data is continually changing.  

Future Site Problems.

Problems caused by malicious software, spyware, viruses and website hacking are a fact of life on today’s Internet. It is highly unlikely that these will affect your website, and DPG Software Ltd will endeavour to protect it from this as much as we can during its creation, but after the website is handed over we cannot be held responsible for problems caused by illegal activity or the actions of others.

Domain Name.

(a) Your domain name remains your property.

(b) If we are to try to register or obtain a domain name for you then that will be a name chosen by you, is subject to both the relevant terms and conditions of the relevant registrar and any third party claims there may be in respect of trademark, copyright, and/or passing off.     We make no representation that the domain name you wish to register is capable of being registered by or for you or that it will be registered in your name. You should therefore not assume registration of your requested domain name(s) until you have been notified that it has or they have been registered. Any action taken by you before such notification is at your risk.

(c) You acknowledge and warrant that you have made all investigations and considered any competing claim there may be in respect of your chosen domain name by third parties whether in the UK or elsewhere. We reserve the right to suspend your domain name if we are told of any competing claim to it.

(d) If you want us to register a “.uk” domain name you must follow the Nominet Terms and Conditions.

(e) We will, free of charge, use our reasonable endeavours to transfer your domain name to another provider within 5 working days after receiving written notice from you to do so.

(f) We do not accept any responsibility for any loss of data (either from your web space or your emails) that happens when we are transferring your domain name to or from us.

Promotion.

(a) You agree that a link to your Website, together with extracts from your Website, can be featured on our websites for promotional purposes without any payment becoming due to you

(b) Where we create a Website for you then you agree to retain in the footer, in a prominent position, a link from your website back to our website.

Ecommerce Websites.

Compliance with Ecommerce, Accessibility or Other Regulations.

DPG Software Ltd design websites in accordance with the Customer’s specifications. It is the Customer's responsibility to ensure that the Website and its content comply with current online trading laws and regulations.

DPG Software Ltd cannot accept responsibility for any failure to comply with laws and regulations related to accessibility, selling online or those related to a specific business or trade. DPG Software Ltd can research this on the Customer's behalf upon request, but in any business where complex compliance issues may exist we recommend that the Customer takes legal advice from their company lawyer.

Ecommerce Website – Products.

Through a series of tutorials and emails, DPG Software Ltd will help the Customer set up their first 20 products but it is the Customer’s responsibility to load the rest of their stock onto the Website.

Ecommerce Website – Additional Terms and Conditions.

The software and hosting used by DPG Software Ltd for their Ecommerce Websites is supplied and controlled by a Third Party.   In addition to the Terms and Conditions pertaining to how DPG Software Ltd run their business, the Customer will be asked to agree to the Terms and Conditions of the Third Party before any work can commence.  The Third Party’s Terms and Conditions will be supplied on request.

Entire Agreement.

The Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of the Agreement.  .

Law.

The Agreement will be governed by and construed in accordance with the laws of England and Wales and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

Terms and conditions partly provided courtesy of www.toucher.co.uk