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These terms and conditions (“Terms”) govern your use of our website and services (“Services”). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please refrain from using our Services.
The following definitions and rules of interpretation apply in these Terms and Conditions.
1.1 Definitions:
1.2 Interpretation:
(a) Reference to legislation or a legislative provision:
2.1 The Order constitutes a proposal by the Client to acquire Services in accordance with these Conditions.
2.2 The Order shall be considered accepted when the Client returns the Specification, duly signed, to the Supplier, and the Supplier reciprocates by returning the Specification, duly signed, to the Client. Upon this occurrence and effective from that date (Commencement Date), the Contract shall be established.
2.3 Any samples, drawings, descriptive material, or advertising provided by the Supplier, as well as any descriptions or illustrations found in the Supplier’s proposals or brochures, are issued solely for the purpose of providing an approximate understanding of the Services described within them. They shall not be deemed part of the Contract or possess any contractual obligation.
2.4 These Conditions are applicable to the Contract, excluding any other terms that the Client may attempt to impose or include, or which are implied by law, trade custom, practice, or prior dealings.
2.5 Any quotation provided by the Supplier shall not be construed as an offer and remains valid for a period of 28 days from its issuance date.
3.1 The Supplier shall provide the Services to the Client in substantial accordance with the Specification.
3.2 The Supplier will make reasonable efforts to meet any specified performance dates outlined in the Specification. However, such dates are estimates only, and time shall not be considered essential for the performance of the Services.
3.3 The Supplier reserves the right to modify the Specification if necessary to comply with applicable laws or regulatory requirements, or if the amendment will not significantly impact the nature or quality of the Services. The Supplier will inform the Client in such cases.
3.4 The Supplier warrants that the Services will be delivered with reasonable care and skill.
3.5 The Supplier will host the Site on the Server.
3.6 The Supplier guarantees that the Site will substantially adhere to the Specification for a period of 3 months from the Commencement Date. In the event that the Site fails to meet this standard, the Supplier will undertake, at no additional cost, any necessary actions to ensure substantial compliance with the Specification. However, the Supplier does not guarantee a completely error-free Site.
3.7 These terms encompass the Supplier’s complete obligations and liability regarding the provision of Services. Any conditions, warranties, or other terms pertaining to the Services, which might otherwise be implied in this agreement or any related contract (whether through statute or other means), are explicitly excluded.
3.8 While the Materials are under the possession of the Supplier, they are deemed to be held at the Client’s own risk. Therefore, the Client should arrange suitable insurance coverage accordingly.
4.1 The Client shall:
(a) Ensure the completeness and accuracy of the Order’s terms and any information provided in the Specification;
(b) Collaborate with the Supplier on all matters related to the Services;
(c) Grant the Supplier, its employees, agents, consultants, and subcontractors access to the Client’s premises, office facilities, and other necessary resources as reasonably required by the Supplier;
(d) Furnish the Supplier with the information and materials reasonably necessary for the provision of the Services, ensuring their completeness and accuracy in all material aspects;
(e) Obtain and maintain all required licences, permissions, and consents for the Services before the scheduled commencement date;
(f) Safely keep all Supplier Materials at the Client’s premises, assuming responsibility and maintaining the Supplier Materials in good condition until their return to the Supplier. The Client shall not dispose of or use the Supplier Materials except as instructed or authorised in writing by the Supplier;
(g) Deliver all necessary content and information within the agreed timescales to enable the Supplier to make use of the allocated studio time and resources for the project. In the event of any delays in providing the required content and information, the project will be placed on hold until studio time and resources become available, at which point it will be completed; and
(h) Comply with any additional obligations specified in the Specification.
4.2 In the event that the Supplier’s performance of its obligations under the Contract is hindered or delayed by any act, omission, or failure on the part of the Client to fulfil its relevant obligations (Client Default):
(a) The Supplier, without prejudice to any other rights or remedies available to it, reserves the right to suspend the provision of the Services until the Client rectifies the Client Default. The Supplier may also invoke the Client Default to excuse its own non-performance of obligations to the extent that the Client Default hampers or delays the Supplier’s performance;
(b) The Supplier shall not be held liable for any costs or losses incurred by the Client directly or indirectly as a result of the Supplier’s failure or delay in fulfilling its obligations as described in this clause 4.2; and
(c) Upon written demand, the Client shall reimburse the Supplier for any costs or losses sustained or incurred by the Supplier directly or indirectly due to the Client Default.
4.3 By entering into an agreement with Beyond Co., the Client agrees to include the Supplier’s logo visibly and prominently on their Site with an active backlink to the Supplier’s domain. The logo placement should be present for the duration of the service period. In the event that the Supplier’s logo is not appropriately displayed on the Client’s website, an additional 10% plus Value Added Tax (VAT) will be applied on top of the standard service charges. The purpose of displaying the Supplier’s logo is to acknowledge the provision of services and maintain a mutually beneficial business relationship. Any concerns or specific logo usage requirements should be addressed and agreed upon in writing by both parties.
4.4 Should the Client wish to exclude the Supplier from publicising project completions on their social media platforms, Site, or any other promotional materials, an additional cost of 20% of the project cost, plus any applicable Value Added Tax (VAT), will be applied. Any queries or concerns regarding the exclusion request and associated costs should be discussed and agreed upon by both parties in advance of the project’s completion.
4.5 Time is considered crucial in relation to the Client’s obligations under this Agreement.
5.1 Once the Supplier has concluded the design and development of the Site as per the Specification, the Supplier shall conduct Acceptance Tests.
5.2 Acceptance of the Site shall be achieved upon the successful completion of the Acceptance Tests. The Supplier will notify the Client upon passing the tests.
5.3 In the event that the failure to pass the Acceptance Test is attributable to a defect caused by an act or omission of the Client, or by any subcontractors or agents of the Client for whom the Supplier holds no responsibility, the Site shall be considered to have passed the Acceptance Test. The Client shall remunerate the Supplier in full for any additional services and products required at the Supplier’s prevailing fee and price structure, as indicated on the Supplier’s Website at the time when such additional services are needed.
5.4 Acceptance of the Site shall be deemed to have transpired upon the occurrence of any of the following events:
(a) The Client employs any portion of the Site for revenue-generating purposes or to offer services to third parties, excluding test purposes; or
(b) The Client unreasonably delays the initiation of the relevant Acceptance Tests or any retests for a period of seven working days from the Supplier’s readiness to commence such Acceptance Tests or retests.
5.5 The Supplier provides domain and hosting services on an annual basis, subject to the agreement of both parties. The contract will be renewed on a rolling basis unless otherwise specified. A minimum 30-day notice is required to terminate these services.
6.1 Videos/Images – The Supplier possesses a complete licence to employ stock imagery for videos and images. Images are encompassed within the Charges, while videos sourced externally or from other stock image suppliers may incur additional fees.
6.2 Icons – The Supplier holds a comprehensive licence to use a collection of icons, and these icons are included in the Charges. Icons obtained from other suppliers or custom icons may be subject to additional charges.
6.3 Fonts – The Supplier utilises designated font sources, which are covered by the Charges. Fonts obtained from other suppliers or custom fonts may attract additional fees.
6.4 Illustrations – Certain illustrations are accessible from designated sources, and their usage is incorporated in the Charges. Custom illustrations may require additional charges.
6.5 The Supplier does not provide Clients with FTP or cPanel details.
6.6 The Supplier’s tailored development process accommodates bespoke HTML/CSS responsive layouts. If the Client necessitates intricate jQuery/visual effects, such features may incur additional charges at the Supplier’s discretion.
6.7 Throughout the bespoke design process, the Client is entitled to a maximum of three distinct design concepts. If the Client requests modifications/refinements to any single concept and the Supplier invests time in these changes, any further concepts will be subject to additional charges based on the Supplier’s daily fee rate at the time when additional services are required.
6.8 If, after Acceptance, the Client requires any alterations, modifications, or variations to the Site (“Additional Works”), the Supplier and the Client shall collaborate to establish a new Specification (“Additional Work Specification”) and the Charges for such Additional Works before commencing any work. Maintenance or minor modifications shall be executed post-Acceptance in accordance with the Supplier’s agreed daily fee rate and a mutually agreed timetable. In the absence of a hosting or maintenance agreement with the Supplier, there will be a minimum charge for investigating any future issues.
6.9 Upon the formation of the Contract between the Supplier and the Client, the Client grants the Supplier permission to showcase the project in its portfolio and to display the Supplier’s credit on the live Site. The Site credits will acknowledge the Supplier. If the Client requests the removal of credits from the Site, the Supplier may levy a fixed fee as per their prevailing fee and price structure at the time of removal.
7.1 Although the Supplier’s data centre provides a service-level agreement of 99.9% uptime, in the event of any downtime (for any reason), payments are still required to be made in full.
7.2 Hosting services are billed monthly unless otherwise specified. A minimum 30-day notice is required to terminate hosting services.
8.1 Throughout the logo design process, the Supplier will provide options for two sets of three logos. Once these options have been presented, the Supplier will allow for two rounds of amendments to the Client’s selected preferred design.
While the Supplier will make an effort to accommodate necessary amendments, it is important to note that pre-built options offer a quicker solution for Clients. Therefore, any changes beyond the scope of the original agreement (such as text, imagery, and colours) may be subject to additional charges at the discretion of the Supplier.
10.1 The Charges for the Services will be calculated based on the following:
(a) The Supplier will charge the Client according to the pricing outlined in the Specification.
(b) If the Client requests additional work that is not included in the Specification, the Supplier is entitled to charge an hourly rate as specified in the Supplier’s current fee and price structure, which can be found on the Supplier’s website at the time when additional services are required.
(c) The Supplier can charge the Client for any reasonable expenses incurred by individuals engaged by the Supplier in connection with the Services, including travel expenses, hotel costs, subsistence, associated expenses, services provided by third parties, and materials required for the performance of the Services.
10.2 The payment system implemented by the Supplier is called BeyondPay. This system is implemented for one-off payments above the value of £1,000. BeyondPay involves a 25% deposit fee, followed by interest-free payments that equally divide the remaining cost. The Client can choose to pay the remaining post-deposit sum in equal instalments of either 3, 6, or 12 months.
10.3 Payment of a deposit by the Client constitutes confirmation that they would like to proceed with a project. Projects begin after payment of a deposit, meaning that these deposits are non-refundable under any circumstances.
10.4 Once the Contract is established between the Supplier and the Client, resources are allocated to the project, and therefore the full amount of the Charges becomes due based on the payment terms agreed upon in the Order.
10.5 If the Specification states that payment is due upon completion, it means when the Supplier informs the Client that all work by the Supplier has been completed. This is irrespective of whether the Client has uploaded content to the Site.
10.6 If the Contract allows the Client to recover part or all of the Charges through third-party grants or funding, and the Client fails to provide the Materials as specified in the Specification, the Client acknowledges that they are responsible for paying the full amount of the Charges in accordance with the Order.
10.7 The Supplier is committed to maintaining agreed pricing for Services throughout the duration of an annual commitment. There will be no mid-contract price increases unless expressly agreed upon by both parties. Any changes in pricing will be communicated in advance and will be in line with the Supplier’s latest published Rate Card.
10.8 The Supplier will invoice the Client according to the agreed terms in the signed Specification. If the Client has set up a direct debit, the Supplier will collect payments via direct debit in accordance with the issued invoices.
10.9 The Client must pay each invoice submitted by the Supplier:
(a) Upon receipt or in accordance with any agreed credit terms that have been confirmed in writing by the Supplier; and
(b) In full and in cleared funds to a bank account designated in writing by the Supplier. Time for payment is of the essence of the Contract.
10.10 All amounts payable by the Client under the Contract exclude value-added tax chargeable (VAT). If the Supplier makes a taxable supply for VAT purposes under the Contract, the Client must pay the Supplier the additional amounts in respect of VAT as charged on the supply of the Services, upon receipt of a valid VAT invoice from the Supplier. Such payment must be made at the same time as payment is due for the Services.
10.11 If the Client fails to make a payment due to the Supplier under the Contract by the due date, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. The interest will accrue each 28 days at a rate of 10%.
10.12 If the Client fails to make a payment due to the Supplier under the Contract by the due date, the Supplier is entitled to invoice the Client for all amounts due under the Contract, regardless of whether the Services outlined in the Specification have been completed in full.
10.13 If the Client fails to make a payment due to the Supplier under the Contract or any separate Contract with the Supplier by the due date, the Supplier is entitled to suspend hosting services to the Client’s Site, in addition to other remedies available under clause 14.
10.14 All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction, or withholding, except for any deduction or withholding of tax required by law.
10.15 The Client and the signatory of all contracts and proposals on behalf of the Client are jointly and severally liable for the Charges.
10.16 Additional amendments and changes beyond the initial agreement are subject to the Supplier’s approval. Please refer to the Supplier’s Rate Card for more information.
10.17 The Supplier offers a 30% discount on the standard rate card for any services provided to registered charities and non-profit organisations. This discount is applicable upon verification of the Client’s charitable or non-profit status and will be applied to the total cost of the service.
11.1 All Intellectual Property Rights related to the Services, except for Intellectual Property Rights in any Materials provided by the Client, shall be owned by the Supplier.
11.2 The Supplier grants the Client a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding Materials provided by the Client) for the purpose of receiving and using the Services and Deliverables in its business.
11.3 The Supplier owns all proprietary data and reserves all Intellectual Property Rights until the full balance owed is paid by the Client.
11.4 The Client is not allowed to sublicense, assign, or transfer the rights granted in clause 11.2.
11.5 The Client grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Materials provided by the Client to the Supplier during the term of the Contract for the purpose of providing the Services to the Client.
11.6 The Client shall indemnify the Supplier against any damages, losses, and expenses incurred due to any action or claim asserting that the Materials infringe the Intellectual Property Rights of a third party.
12.1 Both parties shall comply with their respective data protection obligations as detailed in the Supplier’s Privacy Policy, available here.
13.1 The Supplier maintains insurance cover for its own legal liability for individual claims. The limitations and exclusions in this clause are based on the insurance cover obtained by the Supplier, and the Client is responsible for arranging its own insurance for any additional loss exceeding this coverage.
13.2 The references to liability in this clause encompass all types of liability arising under or in connection with the Contract, including liability in contract, tort (including negligence), misrepresentation, restitution, or any other basis.
14.1 Either party may terminate the Contract by giving a 30-day written notice.
14.2 The Supplier reserves the right to terminate the Contract if the Client breaches any of the Terms.
15.1 Upon termination or expiry of the Contract, the Client must settle any outstanding invoices and return all Supplier Materials.
15.2 The termination of the Contract shall not affect any accrued rights or liabilities.
16.1 These Terms are governed by and construed in accordance with the laws of England and Wales.
16.2 Disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
© 2024 BEYOND-CO LTD – REG NO. 13489731 – VAT NO. 407009626
