Terms and Conditions
These terms and conditions apply to the services offered by Iron Star Media Ltd. Where an additional contract is agreed by both parties the contract shall list any clauses from these terms and conditions that have been superseded by the contract and such clauses shall remain superseded for the duration of that contract.
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 or email.
1/ 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.
- The Client shall provide a list of features and specifications for the project.
- The Developer shall provide a Development Plan for the project including;
- Detailed specifications for the finished project / project stages.
- A list of all of the items and services to be delivered to the client.
- A project schedule specifying the delivery date for each project element.
- A payment schedule for the project.
- The Developer shall send the draft Development Plan to the Client. Where changes to the Development Plan are required at this stage, the Client shall notify the Developer of the required changes in writing. The Developer will modify the Development Plan and send it back to the client. This process continues until both parties are content with the Development Plan.
- Upon approval of the Development Plan by the Client in writing, the Development Plan shall be considered to have become part of this agreement, along with any additional schedules or memorandums of understanding that have been agreed upon in writing by both parties. This forms the Development Contract.
- If a satisfactory development plan is not agreed upon, neither party shall be entitled to compensation for time, materials or any other costs incurred in the production of this plan.
- Any services requested that have not been included in the development plan do not form part of the contract. The Developer and the Client should keep a copy of the project plan for their records.
- These terms and conditions are deemed to be in effect from the point that a Development Contract has been agreed upon by all involved parties in writing. Either party may withdraw from the project before that point for any reason.
2/ 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.
3/ 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 it has been agreed in writing by both parties that copyright or reproduction rights shall be granted to the Client, this shall only take effect after the final payment for the project, and/or from any related ongoing revenue agreement related to this project, has been received by the Developer.
- Both parties agree that all materials and content provided to the other during the course of development or used in the completed project is owned by the Client or the Developer or is used in accordance with Copyright laws. Both parties agree that the other is not responsible for any breach of Copyright laws from using materials provided by either party and that each party shall protect and defend the other from any legal claim or lawsuit that arises from a breach of this statement.
- Unless otherwise requested by the client in writing, the Developer may reproduce design, artwork and screenshots of a completed project in promotional materials such as brochures, mailers and websites. The Developer may also include links to the completed project on their own website or in marketing materials.
- Subject to first receiving the prior written consent of the Client, the Developer may include a link to their own website in an appropriate place on the project.
4/ CHANGES IN PROJECT SCOPE
- If, at any time following acceptance of the Development Plan by both parties, the Client should desire to modify an aspect of the Development Plan then the Client shall submit to the Developer a written proposal specifying the desired changes. The Developer will then produce a list of amendments to the Development Plan, including changes to the payment schedule if the proposal will incur an additional cost to the Client. The Client will then be given the option to accept or decline the amendments to the Development Plan.
- If changes to the Development Plan result in an upfront payment being made, these alterations shall only be considered accepted upon receipt of this payment.
5/ PROJECT DEVELOPMENT
- The Client agrees to make available, as soon as is reasonably practicable, 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 shall not sub-contract any project in whole or in part without first obtaining prior written consent from the Client. In any case where the Developer does sub-contract any part of a project, they shall remain responsible for ensuring the compliance by sub-contractors to these terms and conditions along with any additional contracts that make up the project proposal.
- 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.
6/ ACCEPTANCE TESTING
- Upon completion of a project or project phase, the Developer shall make available to the Client a testing version of the completed work. The Client shall inspect, test and evaluate the completed work to determine whether it satisfies the acceptance criteria in accordance with the Development Plan.
- If the completed work does not satisfy the acceptance criteria, the Client shall give the developer written notice stating how the work does not meet the acceptance criteria. The Developer will have 30 days from receipt of this notice to correct the deficiencies and make available to the Client a testing version of the updated work. If the work still does not satisfy the acceptance criteria, the Client has the option of (1) repeating the above procedure, or (2) terminating this agreement pursuant to the Termination section of this agreement.
- Where the Developer is required to correct deficiencies at the end of a stage of a project, if these corrections require more time than was set aside in the project schedule then both parties shall agree upon new deadlines to compensate.
- Once a Client has given written notice to the Developer that a project or project phase satisfies their acceptance criteria, this project (or part thereof) shall be considered Finalised and the Client agrees that the completed work meets all of their requirements. Only after this has taken place will the completed work be made available outside of a testing environment.
7/ 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 is not liable for any loss of income, loss of profits, loss of opportunities, loss of data or for any indirect or consequential loss or damage 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 any 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.
8/ 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.
9/ PLATFORM COMPATIBILITY
- The Developer endeavors to ensure that all completed projects will function correctly in the environment(s) 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 7 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.
10/ 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.
- The Developer makes all reasonable efforts to deliver their projects on schedule. However, at its option, the Developer can extend the due date for the deliverables of a project by giving written notice to the Client.
- Should the total of all such extensions exceed 20% of the planned working days of the project (or 5 working days, whichever is greater), then the Client shall be given the option to terminate the contract with a full refund, barring the cost of any completed parts of the project that they wish to keep.
- Any delay caused by the Client failing to provide information as described by the Development Plan shall result in an extension to the due date for the project. Extensions of this nature do not count toward the limit described in 11.2.
- Any delays caused by conditions beyond the reasonable control of the Developer shall also result in an extension to the due date of the project. Extensions of this nature do not count towards the limit described in 11.2.
12/ 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 as defined in the agreed payment schedule for the project.
- Both parties reserve the right to terminate a contract which is in material 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 full refund shall be given for the project barring the cost of any completed parts of the project that the Client wishes to keep.
- Neither party shall be liable for any breach of these Terms and Conditions caused by circumstances beyond their reasonable control.
13/ LIABILITY AND WARRANTY
- Nothing in these terms and conditions shall limit or exclude the Developer’s liability for personal injury caused by our negligence or fraud.
- Subject to 13.1, neither party shall be held liable under these terms and conditions for any loss of income, loss of profits, loss of data or for any indirect or consequential loss or damage which may be suffered by the other party in connection with these terms and conditions, other than those specified in the clause describing payment upon termination of contract.
- Subject to 13.1, the maximum aggregate liability under these terms and conditions shall in no circumstances exceed the amount paid by the client for the project.
- The Developer provides testing and completed releases on an ‘as is’ basis and makes no warranties with regards to the content of a finished project, or a project’s fitness of service for a specific purpose.
- The Client agrees that, while the Developer endeavors to provide all completed projects within the timescales agreed in the Development Plan, 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 due to reasons beyond the Developer’s control such as telecommunication failure, third party interference or acts of God.
- The Client agrees that the Developer is not liable for any loss of income, loss of profits, loss of opportunities, loss of data or for any indirect or consequential loss or damage which may be suffered by the Client relating to the services provided.
- The Developer and the Client agree that no project, or part thereof, shall be used outside of a testing environment until it has been deemed Finalised by the client in writing, as described in the section; Acceptance Testing.
- After a project, or part thereof, has been deemed Finalised, the Client accepts full responsibility for the completed work and accepts that the Developer cannot be held liable for any loss of income, loss of profits, loss of data or for any indirect or consequential loss or damage which may be suffered from use of the work.
- The Developer cannot guarantee that completed work will remain uninterrupted or error free. The Developer issues a one month limited warranty on all completed work for the purposes of correcting bugs that prevent the work from meeting the specifications in the Development Plan. After this time the Developer has no legal obligation to correct such issues on completed work, unless an additional extended support contract has been agreed upon by both parties.
- The Developer agrees to make reasonable effort to correct any software faults found within the period of limited warranty within 30 days of receiving a complete report of how to reproduce the error.
- The Developer grants no other warranties to the Client and disclaims all other warranties, express or implied, unless included as part of an additional support contract that has been agreed upon by both parties.
14/ 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.
- 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.
- 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 change these terms and conditions at any time. Where a project has already been accepted, that contract shall be regulated by the terms and conditions as they were at the start of the project, unless otherwise agreed by both parties in writing. Future contracts between the Developer and the Client shall be subject to the most recent terms and conditions.
- By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understood and accepted the Terms and Conditions of this Agreement and agrees to be legally bound by these Terms and Conditions.
17/ 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 and sent to the client within 5 business days outlining the legitimacy of the complaint along with suggested action to resolve the issues described by the complaint.
Last Updated: 1st May 2011