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Iron Star Media Ltd - Terms and Conditions

DEFINITIONS

The following terms and conditions document is a legal agreement between Iron Star Media Ltd. and the Client for purposes of web design and/or application development.

"Developer"; Iron Star Media Ltd. and and any applicable project affiliates.

"Client"; The company or individual seeking services from the Developer.

"In Writing"; Communications involving letters, email or Skype chat.

ACCEPTANCE OF WORK

All quotations provided by Iron Star Media Ltd. in writing are valid for 14 days from the date that they are issued.

Any Client that wishes to place an order shall submit a request in writing to the Developer. No contract for supply of services exists between the Developer and the Client until the Client’s request has been accepted. A project shall be deemed accepted when a full project plan and payment schedule has been agreed by both the Client and the Developer. The Developer reserves the right to withdraw from a contract at any time prior to acceptance.

Any services requested as part of the order that have not been included in the project plan do not form part of the contract. The Developer and the Client should keep a copy of the project plan for their records.

ACCEPTABLE MATERIALS

The Developer reserves the right to refuse to handle any materials deemed unlawful or inappropriate, including but not limited to; malware, pornography, racist materials, obscene materials, violent materials or media that infringes the copyright of others.

The Developer reserves the right to withdraw from any contract that promotes the inclusion of any such materials at any time, where a full refund for any payments made will be refunded to the Client.

COPYRIGHT AND OWNERSHIP

Unless otherwise stated in a separate contract between the Developer and the Client, all source code, content and software written by the Developer remains Copyright to the Developer and may only be reproduced or resold with permission from the Developer in writing.

The Developer grants a non-exclusive license to the Client to use the application on one website domain and one backup domain (not publicly accessible on the internet). The Client agrees that they are not permitted to use a design, application or source code on more than one website without prior written agreement from the Developer.

Where Copyright is granted to the Client or reproduction rights are granted to a Client, this will only take effect after the final payment has been received by the Developer.

The Client agrees that all materials and content provided to the Developer or used in the completed project is either owned by the Client or is used in accordance with Copyright laws. The Client agrees that the Developer is not responsible for any breach of Copyright laws from using materials provided by the Client and that the Client shall protect and defend the Developer from any legal claim or lawsuit that arises from a breach of this statement.

Unless agreed in a separate contract between the Developer and the Client, the Client agrees that the Developer may include any work done for the Client in a portfolio of work and that the Developer may include a link to their website in an appropriate place on any project.

PROJECT DEVELOPMENT

Requests from the Client to alter an agreed project brief shall be submitted in writing. The Developer shall determine whether these alterations shall be accepted free of charge or at an additional charge to the Client. If the Developer determines that an additional charge is necessary for changes to the project brief, an invoice for these costs shall be sent to the Client. Upon receiving payment for this invoice, the alterations will be considered accepted in the original project brief.

The Client agrees to make available, as soon as is reasonably possible, all materials required to complete the project within the agreed timeframe. The Developer cannot be held responsible for any delays to the project caused by a lack of materials or content for the project. The Developer will not be liable for any costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines under any circumstances.

Upon completion of a given project or project phase, the Client is required to test the features of the completed project (or part thereof) before signing off on the project. Prior to signing off a project (or part thereof), the Client shall inform the developer of requested amendments to the project that are required for the project to fully meet the requirements outlined in the project brief. Once the Client has signed off a project, they accept that the Developer cannot be held liable for any bugs that remain in the software and that the Developer cannot be held liable for any consequences or financial losses from deploying this project into a general use environment.

The Developer reserves the right to subcontract parts of, or the entirety of, any projects that the Developer deems necessary.

Unless a project is hosted by the Developer, the Developer has no responsibility of storing a backup of a project once it has been signed off as complete by the Client. Making backups of all components of these projects will be the responsibility of the Client. However, in most circumstances, the Developer will retain a copy of the completed project and, while not required to do so, may provide a backup of a project’s contents to the Client free of charge as a sign of good will.

WEBSITE PROJECTS & WEB APPLICATIONS

The Developer takes pride in writing web pages that are clean and search engine friendly, but the Developer makes no guarantee that a website will rank highly for any given keywords. The Developer will not be liable for any costs incurred, compensation or loss of earnings due to a change in search engine rankings from using the Developer’s source code.

After a website project has been completed, the Client, or a third party of their choosing, has the right to further modify any scripts or source code that were developed as part of the project. However, the Client agrees that in doing so, they accept full responsibility for any problems which occur from this course of action. The Developer reserves the right to quote the Client for the cost of repairs where this action has led to a site that functions incorrectly.

WEBSITE HOSTING

Where the Developer is also hosting any completed projects, they cannot accept any liability for losses caused by the unavailability, malfunctions or interruption of this service, or loss of turnover, sales, revenue, profits or indirect, consequential or special loss.

The Developer reserves the right to suspend hosting of any projects that include materials deemed as unacceptable by these Terms and Conditions. A written warning will be made to the Client with a reasonable grace period for this content to be removed, unless this content is in breach of the laws of England and Wales, in which case the project will be suspended immediately.

PLATFORM COMPATIBILITY

The Developer endeavors to ensure that all completed projects will function correctly in the environments specified in the initial project brief. In the case of website projects and applications, the Developer will ensure that the application will function correctly on the latest versions of Microsoft Internet Explorer, Mozilla-based browsers (Firefox) and Safari running on Windows Vista and OSX. The Developer offers no guarantee that the site will function correctly when used with other browsers or with future versions of these browsers.

PAYMENT OF ACCOUNTS

Iron Star Media Ltd. is not VAT registered, and as such invoices and prices will not include VAT.

Unless otherwise agreed in writing, a deposit or upfront payment will be required for part or all of a project before work shall commence on a contract made with a new client. Once an initial payment has been received, the Developer shall commence work on the agreed project.

All invoices must be paid within 30 days of the invoice date. The Developer reserves the right to postpone development on any project for which an invoice has not been paid within this period. Where an invoice constitutes an ongoing service contract between the Developer and the Client, the Developer reserves the right to remove the Client’s access to the service and temporarily make the service inactive where an invoice remains unpaid and any previous service contracts have expired.

Invoices from the developer may be paid for using the following methods;

• Bank Transfer to the Developer.
• Cheque, sent using recorded delivery, made payable to Iron Star Media Ltd.
• Credit Card or Paypal transfer to Iron Star Media Ltd.

The Developer reserves the right to decline further work on a project if there are invoices outstanding with the Client.

CANCELLATIONS AND WITHDRAWALS

If a Client wishes to withdraw from an accepted contract, they should make the request in writing to the Developer. If development has not yet started on the project, a full refund shall be made to the Client  and the contract shall cease. Where work has been completed towards a project, or the project has been completed, the Client shall be liable for the costs incurred up to the current stage of the project.

The Developer reserves the right to terminate a contract which is in breach of these Terms and Conditions. The Developer shall be the sole arbiter in deciding whether a project is in breach of these terms and conditions. Where a contract is terminated due to the Client breaching these terms and conditions, no refund shall be given to the Client. Where the Developer is responsible for the breach in these terms and conditions, a refund shall be given for the project, except for any monies spent on physical or software resources specific to this project.

LIABILITY AND WARRANTY

The Developer provides testing and completed releases on an ‘as is’ basis and makes no warranties with regards to the the content of a finished project, or a project’s fitness of service for a specific purpose. The Developer cannot guarantee that the functionality of a finished project will remain uninterrupted or error free.

The Client agrees that, while the Developer endeavors to provide all completed projects within the timescales agreed in the project brief, the Developer cannot be held liable for any claims, losses, compensation or costs incurred due to any failure to carry out the services within a given timescale.

The Client agrees that the Developer is not liable for any loss of service due to absence of staff in cases of illness or holiday, or due to reasons beyond the Developer’s control such as telecommunication problems, software or hardware failure, third party interference or acts of God.

The Client agrees that the Developer is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit or revenue, relating to the services provided.

The Client agrees to test all aspects of a project before signing off on a given feature or completed project. Upon signing off on an agreed feature or project, the client agrees that they have tested and approved the application in its current form such that it can be made available for general use. The Client and the Developer agree that no project, or part thereof, shall be used outside of a testing environment until those features have been signed off. Upon signing off a project, or part thereof, the Client accepts full responsibility of the product and accepts that the Developer cannot be held liable for any consequences or financial losses, such as, but not limited to, loss of business, profit or revenue.

Where ‘bugs’ or non-functioning features are found after a project has been signed off, unless a separate support contract has been agreed between the Client and the Developer, the Developer has no legal requirement to correct these issues. However, in most cases the Developer will (but is not obliged to) correct these issues free of charge such that the project can fulfill the functionality outlined in the initial brief. 

YOUR PRIVACY

The Developer, and any associated parties, will not share or sell your personal details with any third-party companies. All information about the Client shall be used in accordance with the Data Protection Act 1998. 

CONFIDENTIALITY

The Developer, including any associated parties, and the Client agree not to disclose any of the information related to the project that is deemed confidential to any other party, unless otherwise agreed in writing by both the Developer and the Client.

INTERPRETATION

This agreement is governed by the laws of England and Wales, which shall claim jurisdiction for any legal motion or claim arising from this agreement. This agreement, or specific parts thereof, is void where prohibited by law.

The Developer reserves the right to modify these Terms and Conditions at any time and without prior notice. Where an alteration to these Terms and Conditions directly affects a project or service contract with a specific client, the Developer will contact the Client to discuss these changes as necessary. The Developer is the sole arbiter in deciding when this action is required. The latest version of these terms and conditions can be found at; http://www.ironstarmedia.co.uk/terms-and-conditions.php.

By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand and accept the Terms and Conditions of this Agreement and agrees to be legally bound by these Terms and Conditions.

COMPLAINTS PROCEDURE

The Developer takes the satisfaction of their Clients very seriously and has a complaints procedure in place to resolve any issues where the Client is not satisfied. 

If the Client is unhappy with any services received by the Developer, they should first raise the issue informally using the contact details available on their website. The Developer endeavors to resolve all complaints in an amicable fashion.

If the Client is ill-contented with the result of an informal complaint, a formal complaint should be made in writing, in the form of a posted letter, to the company directors. All official complaints will be dealt with by a company director and a full report shall be produced outlining the legitimacy of the complaint and suggest action to resolve any problems described by the complaint.

Last Updated: 18th January 2010