T&Cs
1. Definitions
1.1. The following definitions apply to these Terms and Conditions:
Customer: the person or company who purchases Services from the Supplier.
Supplier: Todd Pitcher t/a Semibold
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Terms and Conditions.
Order: the Customer’s order for Services as set out in the Customer’s written acceptance of a proposal and / or quotation by the Supplier.
Services: the services supplied by the Supplier to the Customer as set out in the Specification.
Specification: the description of the Services provided in writing by the Supplier to the Customer.
2. Basis of Contract
2.1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Terms and Conditions.
2.2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
2.3. Any quotation given by the Supplier shall not constitute an offer, unless otherwise stated by the Supplier.
3. Supply of Services
3.1. The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
3.2. The Supplier shall use all reasonable endeavours to meet any performance dates specified in its proposal and / or quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3. The Supplier reserves the right to amend the Specification if the amendment will not materially affect the nature or quality of the Services, or if necessary to comply with any applicable law or regulatory requirement, and the Supplier shall notify the Customer in any such event.
3.4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
3.5. The Supplier will routinely use third parties to provide Services on the Customer’s behalf, including but not limited to: hosting, website plugins, payment merchants, software and tools, and other professional persons or companies. Such third parties are legally separate to the Supplier and will be charged for separately. If the Customer chooses to not commission the Supplier to host and maintain the Customer’s website, any plugin and 3rd party fees will be the responsibility of the Customer.
3.6. The Supplier shall be contactable during business hours, which means 9.00am to 4.00pm Monday to Friday and on days that are not a public holiday. Any communications sent by the Customer to the Supplier outside business hours shall be dealt with by the Supplier when business hours resume. The Supplier will be away from time to time, and in this case enquiries and communications will be dealt with on the Suppliers return to work.
3.7. The Customer acknowledges and agrees that the terms and conditions governing web hosting services provided by SiteGround Hosting to Semibold Ltd shall be extended and mirrored in their entirety to cover the Customer’s website hosting. This includes but is not limited to, provisions related to server downtime, maintenance, and any other terms stipulated by SiteGround Hosting. The Customer understands that any changes or updates to the hosting company’s terms and conditions may also apply to this agreement.
4. Customer’s obligations
4.1. The Customer shall provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects. As such, the Supplier shall not be held responsible for the completeness and accuracy of any information and materials provided by the Customer, and shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform its obligations as set out in this clause 4.1.
4.2. The Customer shall display a clear notice crediting the Supplier for its supply of Services under this Contract. The notice shall include a link to the Supplier’s website, and the position and precise wording of the notice will be determined by the Supplier.
5. Charges and payment
5.1. Time for payment shall be of the essence of the Contract.
5.2. The Supplier shall provide the Customer with a written proposal and / or quotation setting out the estimated total fees due to the Supplier for the supply of Services.
5.3. Prior to commencing any work under the supply of Services, the Supplier shall invoice the Customer a Non Refundable Deposit calculated at 50% of the total estimated fees due to the Supplier under this clause 5.2.
5.4. Upon completion of the Services, the Supplier shall invoice the Customer for the balance due to the Supplier under this clause 5.2. The Supplier shall notify the Customer of any additional charges necessary to supply the Services but not included in the estimated total fees under this clause 5.2, and these additional charges will be added to the balance due to the Supplier.
5.5. The Supplier shall notify the Customer at such time as the Services have been supplied under the Contract. In the case of website design and / or website hosting, the Supplier shall only make the website live upon receipt of payment by the Customer of all outstanding invoices.
5.6. The Customer shall pay each invoice submitted by the Supplier within 14 days of the date of the invoice, or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer. Payment must be made in full and in cleared funds to a bank account nominated in writing by the Supplier.
5.7. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then the Supplier’s shall seek remedy in accordance with clause 7.
5.8. If the Customer fails to respond to The Supplier’s requests for feedback and content and any relevant communications in order to proceed with work agreed within 21 working days, The Supplier reserves the right to take payment from the Customer of the total fees agreed.
6. Limitation of liability
6.1. The Supplier has obtained professional indemnity insurance providing appropriate cover in respect of its own legal liability for individual claims not exceeding £1,000,000 per claim. The Supplier does not accept liability for any losses in excess of the level of its insurance cover, and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
6.2. The limitation of liability stated in clause 6.1 applies to the Supplier’s total liability to the Customer, regardless of whether it regards several matters and / or third parties (whether or not nominated or recommended by the Supplier).
6.3. The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract. All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
6.4. This clause sets out the specific heads of loss that are wholly excluded under the Contract: (i) Loss of profits, sales, business, agreements or contracts and of anticipated savings; (ii) Loss of use or corruption of software, data or information; (iii) Loss of or damage to goodwill; (iv) Loss arising from any product or service provided by any third party (whether or not nominated or recommended by the Supplier); (v) Loss arising from any situation in which the Supplier is prevented from or delayed in providing any Services as a direct or indirect result of any cause beyond the Supplier’s reasonable control; (vi) Loss arising from any deferral, suspension or termination of the provision of any Services as permitted by the Contract; (vii) Any type of indirect, special, punitive or consequential loss.
6.5. The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
6.6. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
6.7. The Supplier will routinely use third parties to provide Services on the Customer’s behalf. Such third parties are legally separate to the Supplier. Whilst the Supplier shall endeavour to select third parties whose performance and expertise it regards as being of good quality, the Supplier will not be liable for any losses, liabilities, costs or expenses arising as a result of any default or negligence on the part of any such third parties.
6.8. Each limitation and exclusion of the Supplier’s liability contained in this clause 6 is to be construed as a separate limitation and exclusion (applying and surviving even if for any reason one or other of the said limitations or exclusions is held inapplicable or unreasonable in any circumstances) and shall remain in force notwithstanding termination of the Contract.
6.9. This clause 6 shall survive termination of the Contract.
7. Termination
7.1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 30 days written notice.
7.2. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
7.3. On termination of the Contract, the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices.
7.4. In respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
8. Intellectual Property Rights
8.1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
9. General
9.1. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
9.2. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
9.3. Variation. Except as set out in these Terms and Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties or their authorised representatives.
9.4. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
9.5. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
9.6. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
9.7. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
9.8. Updates. The Terms and Conditions will be updated from time to time.
9.9. Communications. Communications between the Supplier and Customer may be recorded to aid the Supplier’s accuracy in recalling requests, feedback and questions. This can include but is not limited to Video Calls, Emails and Phone Calls.
