Terms and Conditions

1. Definitions:

'Final delivery' – Once the site has been developed and tested, the company is satisfied that the project conforms to the completed requirements specification, and the project is either uploaded to a hosting provider or delivered to the client on electronic media, the project will be considered to have been delivered.

'Deliverables' – The files, systems, programs, infrastructure and code that make up the content of the project.

'Web Standards' – As defined by the World Wide Web Consortium (w3c). Further information about web standards is available here: http://www.w3.org/

'DPI' – dots per inch.

'Client not supplying content as agreed i.e. copy or imagery' - If you the client is considered to be holding the project up by not supplying information so the project cannot be completed we with hold the right to invoice monies out standing based on the time we have spent on the project. However we will make every effort to make sure it doesn't come to this.

2. Browser Compatibility

The company will make the website match the original visual concept artwork, as closely as possible, in the following web browsers only.

PC

• Firefox (2/3)

• Internet Explorer (7)

• Internet Explorer (6)

• Opera (9)

Mac

• Safari (2/3)

• Firefox (2/3)

• Opera (9.01)

The company does not guarantee complete cross browser compatibility. If the client requires that the company code for a specific web browser this must be stated before work commences, and the client accepts that this may have a detrimental affect on how the website renders in other web browsers.

3. Standards Compliance

If the client requires that the project is developed to a particular web standard this must be stated before work commences. Where development requires that standards are not followed, the company will attempt to use a lower web standard to achieve the same result. Most work is carried out to XHTML strict standards but the company does not guarantee this level of code compliance unless specifically requested by the client, and allowed by the graphic design / functional requirements. If either the design or the functional requirements require that the development deviates from web standards the company will notify the client only if the client has specifically requested we inform them.

4. Screen resolutions

The company will develop the website to match the original visual concept artwork, as closely as possible, at the following screen resolutions:

• 1024 x 768 pixels and higher

If the client requires that the company code for a specific screen resolution this must be stated before work commences and the client accepts that this may have a detrimental affect on the website at other screen resolutions. However the company will endeavour to make reasonable efforts to minimise this.

The company develops websites for either 96 DPI or 120 DPI screen resolutions, not both, if the client has a specific requirement that the company develops in either 96 or 120 DPI screens they must state their preference prior to work commencing or during requirements elicitation or as part of their requirements specification. Otherwise the company will develop using the Windows standard - 96DPI. If the client discovers that this is incorrect during or after development they will still be liable to pay all costs incurred. If a redevelopment is required, the client agrees to pay double the original development costs to reflect the amount of work required to change this.

The company will not develop websites to render correctly in Internet Explorer on a 120 DPI screen that has the 'UseHR' registry key set to 1. This is considered a non standard browser configuration; the client acknowledges and consents to this.

The company will not accept responsibility for any manufacturer / product or outside parties' software not rendering the web pages the company creates, in the intended manner. The company makes guarantees about the browsers the company tests the website on, the dpi and screen resolution. Anything outside of these defined specifications is not covered by the company, and the client acknowledges and consents to this.

5. Testing

The company will also make reasonable efforts to test all the code before it is submitted as deliverables to the client.

Testing is limited to; bug testing, visual approval (does the site look like the proofs), process flows and ensuring the code follows the requirements specification. The company will not perform usability testing. If the client requires amendments as the result of usability testing, they will be considered outside of the original specification and fees for any subsequent amendments will be charged. If the client intends to perform usability testing, the client agrees to arrange usability testing with an outside company and to perform the usability testing using test pages before work commences developing XHTML or HTML documents.

If the client requires the company to develop test pages for usability testing, this must be specified prior to work commencing, or agrees that additional fees will be payable for the development of test pages.

6. Accessibility

The company will work to a high standard of website accessibility, the company will where appropriate follow W3C guidelines for code standards and will follow as closely as possible (where design (system and graphic) allows) any accessibility guidelines. However the company cannot promise that any given accessibility recommendation (as specified by w3c) will be achieved unless agreed in writing prior to work commencing. The company will not be held responsible for any loss or damages that occur from the improper implementation of accessible code.

7. Copyrights and Ownership

 i)Any image, graphics, sound, music, custom coding or scripts, text and any other material supplied by the client to the company will remain the property of its owner, whether it's the client's or a 3rd party's. The company assumes that any items or materials supplied by the client, for its web pages or website, are legally and lawfully obtained by the client. The client shall assume all the legal rights and responsibilities of obtaining any materials that it supplies to the company for its website. The client shall be held responsible for any unlawfully obtained materials and related fees, it supplies to the company for use in the development of the web site. This would include, but is not limited to; legal fees, court fees, lawyer fees, copyright violation fees, and all fees that would apply from a copyright infringement lawsuit. The company shall not re-use or modify any image, graphics, sound, music, custom coding or scripts, text and any other material supplied by the client, for any other development or project that the company works on, without prior approval from the client.

ii)All original designs created by Still Motion remain the property of Still Motion. The client has the right to use all designs for the purpose set out initially. If further use is required or clients wish to use the designs in another domain conditions could apply.

8. Intellectual property rights (right to re-use deliverables)

The company retains the right to use, in any or all future projects, any of the code the company writes whilst developing the client's website. The company may re-sell, re-develop, re-use or re-distribute any part of the code that makes up the client's website. But the company agrees that the company will not re-sell or otherwise use the clients' website as a complete system. Except where the company is selling the client a pre-built web system. This shall be agreed before the client purchases the system.

The client is only allowed to sell their own website providing they are not acting as distributor or re-sale agent for the deliverables, or selling the deliverables to several different buyers. The client also grants the company the right to use the deliverables as promotional material.

9. Maintenance

If the client requires ongoing maintenance of the website, this must be agreed in writing.

10. Reasonable amendments

The client is allowed reasonable amendments to the website during its development until the client has taken final delivery. Any further amendments are considered changes to the specification and will be subject to the maintenance fees specified in the maintenance contract.

The client must also endeavour to keep textual amendments to a minimum during the development, ideally only supplying finalised copy to the company.

If the client is deemed by the company to be making amendments during the development which constitute significant changes to specification, major alterations, or new works. The client accepts that this will increase the timescale, and agrees to pay an increased sum, the amount to be agreed in writing, for the extra work created by the change to specification. It is the sole right of the stillmotion to decide when the client is making unreasonable amendments.

11. Project Delivery

The website will be uploaded to a hosting service by the company. The company will also deliver a copy of the deliverables on CD, DVD or other electronic media at the client's request.

12. Hosting

This agreement only covers the development / coding work the company does for the client.  If the client chooses to use hosting provided by the company, they agree to the company's hosting terms and conditions and state that they have seen, understood and agree to the companies hosting terms and conditions and service level agreement.  If the client chooses to use another web host they must have a contract with them. The company will not be held responsible for any loss or damage resulting from downtime or any issues with any hosting provider. In the case of the client hosting with the company, the client is bound by the company's hosting terms and conditions, and liability does not extend to this contract.

13. Backups

The company will endeavour to retain regular backups (daily) however the company will not be held responsible for any loss resulting from loss of data, or the company liability will be limited to the amount already paid by the client; if the loss can be directly attributed to the company, and the project has not been delivered as final. Once the project is delivered as final, it is the sole responsibility of the client to ensure adequate backups and storage provisions are kept.

14. E-Commerce laws

The client agrees that they are solely responsible for complying with any laws, taxes and tariffs applicable to the project. The client also acknowledges that the company is only responsible for developing according to the client's requests.

15. Quality of work

The company will at all times work to the best of the company's ability, using the methods and tools the company deems to be most appropriate for the project. If during the development of a project, or after final delivery, a better or more appropriate method or system or technique is discovered, the company does not accept any liability for loss resulting from the company's actions or decisions at the time as they are made in good faith and were the best methods available to the company at the time.

Although the company will do their best to debug the code, check it for errors and write it to the highest standards, the company will not be held responsible for any loss resulting from any bugs or errors of any kind in the code. It is the sole responsibility of the client to ensure that there are no bugs in the code before the site is delivered. Any bugs or amendments that are found after the client has taken final delivery will be subject to a charge of £60 per hour to correct.

16. Time to cure

The company will have 30 days to remedy any defect or bug found in the delivered code. The company will not be liable for any loss incurred during the period between the time the company is notified of a defect or bug and the time at which it is deemed 'cured'. However the company agrees to make reasonable efforts to remedy the code as quickly as possible within this timescale.

17. Force majeure

No Party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature(including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or [telephone service], and no other Party will have a right to terminate this agreement in such circumstances.

18. Subcontractors

The company reserves the right to use subcontractors during the development of the project. If a subcontractor is used, the company ensures that any intellectual property of the subcontractor is transferred to the company and falls under the terms of this agreement. If such an agreement cannot be made with the subcontractor, the company will work with the subcontractor and the client to arrange similar terms between the subcontractor and client, if the company is unable to obtain such an agreement, the company will guarantee equivalent software is developed by the company which will fall under this agreement, at no extra cost to the client.

19. Code use

The company will normally develop using PHP4 and/or PHP5, XHTML, HTML, CSS, JavaScript and SQL and the company uses MySQL databases and Linux servers. If the client requires that the company develops using another language or on another platform, this must be agreed before commencing the project.

20. Disclaimers

The client will indemnify the company should any third party claim arise due to text images or graphics supplied to us for inclusion in the client's website, breaking international copyright law. We also reserve the right to refuse to post any information we consider obscene, morally unsuitable, libellous, defamatory or illegal.

At times, the company may use code sourced from the Internet or other parties, where the company does so, the company will provide a copy of the licence allowing this use, to the client, upon request. The company will also ensure a copy of the licence is included within the supplied code in the form of a program comment.

21. Indemnification

The client shall indemnify and hold harmless the company from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs and expenses including reasonable attorney's fees arising from or relating to the client's provision, or an end user's use of the client's content. Or any act, error or omission of client in connection therewith, including but not limited to matters relating to incorrect, incomplete, or misleading information; libel, invasion of privacy; infringement of copyright trade name, trademark service mark or other intellectual property of other right or violation of applicable law.

22. Termination

Either party can terminate this agreement giving reasonable written notice. Upon termination the client must pay all costs incurred by the company until the time of termination. Including but not limited to, developer time, subcontractor fees, cost of acquiring images, graphics, sound, music, custom coding or scripts, text and any other material required for the development.

23. Limitation of liability

The company accepts no responsibility with respect to client's or the end-user's use of the delivered code and shall not be liable for consequential, incidental and special damages, including but not limited to loss of use, business interruptions and loss of profits, or incidental consequently punitive or exemplary damages, even if the company is aware of the possibility thereof. The company shall in no event be liable for more than the total fees actually received from the client for the services / code provided.

24. Availability

The client must make reasonable efforts to be available to the company at all times. If the client is aware that they will be unavailable over an extended period of time (greater than 10 working days) the client must notify the company of this period of unavailability with at least 7 days' prior notice. If the client is unavailable to the company for a period greater than 10 working days without notifying the company, the company reserves the right to suspend the project and only resume works when feasible for the company or the company's subcontractors.
It is the sole decision of the company, to determine whether the client has made a sufficient attempt to be available to the company during any period of the development. The company will not make this decision within the 10 working day time limitation specified above. To be accepted as available, the client must be able to talk for at least one 1 hour period with the company about the project.

25. Assignment

The client may not assign this agreement without the prior written consent of the company which the company may refuse, at the company's sole discretion.

26. E-commerce

Authorisation of all financial transactions including the use of credit cards on the client's website rests solely with the client or their employees. The company does not accept responsibility for any fraudulent transactions that may take place using the client's deliverables.

27. Search Engine Optimisation

The company does not undertake search engine optimisation as part of the website development. The company does not guarantee specific search engine placement results. The company will not be held responsible for any change in search engine positioning experienced by the client after the project is delivered.
The company agrees to code the website in a search engine friendly manner, using high standards of code. The client agrees to supply necessary keywords and descriptions to be used in Meta html tags.

28. Data

If the client requires a content managed website, the company will not be expected to be responsible for loading data into the system, except where the data constitutes essential functionality – i.e. postcodes, street addresses etc. The company will also not be held responsible for the ongoing maintenance of the data on the site. The company merely provides the tools for the client to manage their own data.

29. Data Protection

The client agrees that they are ultimately responsible for ensuring data protection. The company will develop in compliance with the client requests but will not accept responsibility for loss or theft of data, unless a separate data protection agreement between the company and the client has been made in writing and which overrides this contract. The company will not be held responsible for any loss or damages that occur from the improper implementation of data protection requirements. Clients must specify how the development should be made data protection compliant.

The Client undertakes that they will not collect data from or via the Website without obtaining the appropriate registration and otherwise complying with their obligations under the Data Protection Act or equivalent legislation

30. Confidentiality

The client and the company acknowledge and agree that all documents and information relating to the development will be kept confidential. Where the company employs subcontractors, the company will endeavour to obtain a confidentiality agreement from the subcontractor.

31. Design

Due to the nature of web design projects, we may change the design signed off by the client when the site goes into the development phase. This maybe due to unforeseen technical restrictions, such as browser compatibility or for other practical reasons such as usability. Where possible we will endeavour to work with the client to resolve these issues as they arise. We are under no obligation to deliver an exact replication of the design concepts signed off by the client. These concepts are merely a guide to how the site will look although we endeavour to make them as accurate as possible.

32. Payment

Late payments may be subject to interest at 4% above the Bank of England base rate. This interest and compensation for debt recovery costs will be charged on overdue invoices in accordance with late payment legislation.

Payments maybe staggered in 3 stages: Stage 1: A deposit of upto 40% of the total quoted price before the project commences. Stage 2: Instalment of up to 40% on sign off of the initial design concept. Stage 3: The outstanding balance. See section 1 for more details relating to completion.

Still Motion will retain all the copyright on designs created even if official agreements have been made until payment for work has been received. Should payment not be made, these goods will be reclaimed through legal means. Liability for any direct or indirect costs involved in this process will be the responsibility of the client.