Yorkshire Design Terms & Conditions
These terms and conditions apply to all services, including website development, SEO, training and all design services, provided by Yorkshire Design to you, the client in conjunction with any relevant quotation provided to you, unless otherwise agreed in writing. Acceptance of any quote or use of the services shall be considered acceptance of these terms. If you have any further queries, please do not hesitate to contact us.
Charges for our services are defined in the project quotation that you receive from Yorkshire Design Ltd in writing. Yorkshire Design reserves the right to alter any quotation or decline to provide the relevant services after expiry of a 30 day validation period.
Unless agreed otherwise, all website design services require an advance payment of a minimum of twenty five (25) percent of the project quotation total before the work commences. A second payment of seventy five (75) percent is required after the client reviews and design signs off the work, prior to upload to the server or release of materials.
You agree to reimburse Yorkshire Design for any additional expenses necessary for the completion of the work. Expenses may include (but are not limited to) purchase of domain names, special fonts, stock photograph, and server rentals. For all other services, including reports and all training, a deposit of twenty five (25) percent is necessary to facilitate the booking with the other seventy five (75) percent due on project sign off.
All charges are exclusive of VAT.
2. Invoicing & Payments
Yorkshire Design shall submit invoices in line with the timescales indicated. Invoices are normally sent via email, but hard copy invoices are available on request. Payment is due on receipt of the invoice by the client. Payment is due by either Paypal or bank transfer. Bank details are available on invoices.
If you fail to make any payment due to Yorkshire Design by the payment due date, without limiting Yorkshire Design’s remedies under or in connection with these terms and conditions, you shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate. This interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If you maintain any information or files on Yorkshire Design’s web space, Yorkshire Design will, at its discretion, remove all such material from its web space. Yorkshire Design is not responsible for any loss of data due to the removal of services. Removal of such material does not relieve you of the obligation to pay any outstanding charges assessed to your account. Clients with accounts in default agree to pay Yorkshire Design reasonable expenses, including legal fees and costs for collection by third party agencies, incurred by Yorkshire Design in enforcing these terms.
3. Client Review
Yorkshire Design will provide you with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless you notify Yorkshire Design within ten (10) days of the date the materials being made available to you.
4. Turnaround Time & Content Control
Yorkshire Design will install and publicly post or supply your website by the date specified in the project proposal, or at the date agreed upon Yorkshire Design receiving initial payment, unless a delay is specifically requested by and agreed by Yorkshire Design. In return, you agree to provide Yorkshire Design with all necessary co operation, information, materials and data, access to staff and timely decision making which may be reasonably required by us for the optimal performance of our services. This shall include delegating a single individual as a primary contact to aid us with progressing the commission in a satisfactory and expedient manner.
During the project, Yorkshire Design will require you to provide website content; text, images, movies and sound files, along with any relevant background information. In the case of reporting and training services, we will require background information as requested to complete our reports and present our findings in a timely manner as expected by you.
5. Failure To Provide Required Content
Yorkshire Design is a small business, and to remain efficient we must ensure that work is carried out by the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged. This is why we ask that you provide all the required information in advance. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge of up 10% on our fees. If the services involve search engine optimisation, we need the text content for your website in advance so that the SEO can be planned and completed efficiently before completion and presentation to you.
If you agree to provide us with the required information and subsequently fail to do within one week of the project commencement we reserve the right to close the project and the balance remaining becomes payable immediately. Simply put, do not give us the go ahead to start until you are ready to do so.
NOTE: Text content must be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages must have the same titles as the agreed website pages.
Contact us if you need clarification on this.
6. Web Browsers
Yorkshire Design makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Google Chrome, Microsoft Edge etc.). You agree that Yorkshire Design cannot guarantee correct functionality with all browser software across every different operating system.
Yorkshire Design cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over. As such, Yorkshire Design reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software after the content has been delivered.
Termination of services must be requested in a written notice and will be effective on receipt of such notice. Email or telephone requests for termination of services will not be honoured until and unless confirmed in writing. You will be invoiced for work completed (including any expenses incurred, as outlined in clause 1) to the date of first notice of cancellation for payment in full within thirty (30) days.
All Yorkshire Design services may be used for lawful purposes only. You agree to indemnify and hold harmless Yorkshire Design against all damages, losses and expenses arising as a result of any and all actions or claims resulting from any use of Yorkshire Design’s service.
9. Intellectual Properties
Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
All background properties, including but not limited to any intellectual property rights in data, files and graphic logos provided to Yorkshire Design by yourself, is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use the property).
You hereby grant to us a non exclusive licence to publish and use such material, which may be sub-licensed to any contractor acting on behalf of Yorkshire Design. You must obtain permission to use any information or files that are copyrighted by a third party. You are further responsible for granting Yorkshire Design permission and rights for use of the same. A contract for website design and / or placement shall be regarded as a guarantee by yourself to Yorkshire Design that all such permissions and authorities have been obtained. You shall indemnify and hold harmless Yorkshire Design against all damages, losses and expenses arising as a result of any and all actions or claims that any materials provided to us.
All properties shall vest in and be owned by the party creating or developing it.
Each party shall use its reasonable endeavours to keep confidential all information and documentation disclosed by the other party before or after the date of these terms. This relates to any software, operations, products, processes, dealings, trade secrets or the business of either party (including without limitation all associated software, specifications, designs and graphics) or which is identified by either party as confidential and will not use any confidential information for any purpose other than the performance of its obligations under these terms. The client shall not disclose any confidential information to any third party without the prior written consent of Yorkshire Design Ltd. This clause shall survive the termination of these terms for whatever cause.
During the term of these terms, the client may disclose the confidential information to it’s employees and sub contractors to the extent that it is reasonably necessary for the purposes of these terms and conditions. The client shall procure that each recipient is made aware of and complies with all our obligations of confidentiality under these terms as if the recipient was a party to these terms themselves.
The obligations in this clause 10 shall not apply to any confidential information which is:
• At the date of these terms already in, or at any time after the date of these terms, via the public domain other than through breach of these terms by the client;
• Furnished to the client or any recipient without restriction by a third party having a bona fide right to do so; or
• Required to be disclosed by the client by law or regulatory requirements, provided that the client shall give us as much notice as reasonably expected for such disclosure.
All tangible forms of confidential information, including, without limitation, all summaries, copies, excerpts of any confidential information whether prepared by us or not, shall be the sole property of the client, and shall be immediately delivered to the client by us upon the clients request or the termination of these terms (whichever is earlier). The client shall not copy, reproduce, publish or distribute any confidential information without our prior written consent.
11. Data Protection
For the purposes of this clause, Data Protection Law means the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018, any other data protection and/or privacy laws applicable to Yorkshire Design, and any applicable laws replacing, amending, extending, re-enacting or consolidating the above from time to time.
Both parties will comply with all applicable requirements of Data Protection Law. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Law.
The client will comply with Data Protection Law in connection with the collection, storage and processing of personal data (which shall include you providing all the required fair processing information to, and obtaining all necessary consent from, data subjects), and the exercise and performance of your respective rights and obligations under these terms and conditions, including all instructions given by the client to us and maintaining all relevant regulatory registrations and notifications as required under Data Protection Law.
Both parties acknowledge that if Yorkshire Design processes any personal data on the client’s behalf when performing its obligations under this agreement, the client is the controller and Yorkshire Design is the processor for the purposes of Data Protection Law.
The scope, nature and purpose of processing by Yorkshire Design, the duration of the processing and the types of personal data and categories of data subject are set out in our Privacy Notice and the project quotation.
In relation to the processing of personal data under these terms and conditions, we shall:
• Process personal data on your behalf only on and in accordance with your documented instructions as set out in this clause 11 (as updated from time to time by agreement between the parties), unless required to do so by applicable law; in such a case, we shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
• Ensure that persons authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
• Implement and maintain appropriate technical and organisational measures in relation to the processing of personal data; you hereby acknowledge that you are satisfied that our processing operations and technical and organisational measures are suitable for the purposes for which you propose to use our services and engage us to process the personal data;
• Promptly refer all data subject requests we receive to you and, taking into account the nature of the processing, assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfillment of your obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;
• Assist you in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to us and only in the event that you cannot reasonably be expected to comply with the requirements of Articles 32 to 36 without our information and/or assistance (e.g. you do not possess or otherwise have access to the information requested). We may charge our reasonable costs on a time and materials basis in providing you with such assistance;
• Retain personal data in accordance with the retention periods set out in our Privacy Notice;
• Make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28(3) and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you provided: (i) you give us at least 7 days prior notice of an audit or inspection being required; (ii) you give us a reasonable period of time to comply with any information request; (iii) ensuring that all information obtained or generated by you or your auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential; (iv) ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to our business; (v) no more than one audit and one information request is permitted per calendar year; and (vi) paying our reasonable costs for assisting with the provision of information and allowing for inspections and audits;
• Take reasonable steps to ensure the reliability of anyone who we allow to have access to personal data, ensuring that in each case access is limited to those individuals who need to know or access the relevant personal data, as necessary for the purposes of the terms; and
• Notify you without delay (and if possible within 24 hours) upon us or any sub processor becoming aware of a personal data breach affecting personal data processed on your behalf, providing you with sufficient information to allow you to meet any obligations to report or inform data subjects of the personal data breach.
You hereby gives Yorkshire Design consent to engage sub-processors for processing of personal data on your behalf. We shall inform you before transferring any personal data processed on your behalf to a new sub processor. Following receipt of such information you shall notify us if you object to the new sub processor. If you do not object to the sub processor within seven calendar days of receiving the information, you shall be deemed to have accepted the sub processor. If you have raised a reasonable objection to the new sub processor, and the parties have failed to agree on a solution within reasonable time, you shall have the right to terminate these terms with a notice period determined by yourself, without prejudice to any other remedies available under law or contract. During the notice period, we shall not transfer any personal data processed on your behalf to the sub processor.
Yorkshire Design shall enter into appropriate written agreements with all of its sub processors on terms substantially similar to these terms and conditions. We shall remain primarily liable to you for the performance or non performance of the sub processors’ obligations. Upon your request, we are obliged to provide information regarding any sub processor, including name, address and the processing carried out by the sub processor.
We will not transfer personal data processed on your behalf to a country outside the United Kingdom which is not recognised by the European Commission to have an adequate level of protection in accordance with Data Protection Law unless the transfer is effected by such legally enforceable mechanism(s) for transfers of personal data as may be permitted under Data Protection Laws from time to time.
12. Standard Media Delivery
Unless otherwise specified in the project quotation, this agreement assumes that any text will be provided by you in electronic format (Word or Google Docs delivered via USB drive, e-mail or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by Yorkshire Design to return any images or printed material provided for use in creation of your website, such return cannot be guaranteed.
13. Design Credit & Marketing
A link to Yorkshire Design will appear in either small type or by a small graphic at the bottom of the your website unless specifically requested by you that it is not present. If a graphic is used, it will be designed to fit in with the overall site design.
You agree that the website developed may be presented in Yorkshire Design’s portfolio, and hereby grants Yorkshire Design a worldwide, perpetual, non exclusive licence to use its name, logo and branding for advertising, marketing and promotional activities.
14. Third Party Servers
Yorkshire Design designs and tests websites to work on its own servers. Once the website is completed we transfer the website to your own server that you control, and at this point, once signed off, any failings that occur after the site is uploaded and tested will incur a cost of £60 per hour (plus VAT) to repair any software that has become intermittent or faulty.
We operate a transparent system where you have complete control of your website and domain name, so to accept this control you also must accept that any software failures after completion will incur the said cost of repair and maintenance.
Any subsequent repairs or maintenance will require temporary access to your server via FTP to complete any of the required work.
15. Post Placement Alterations
In the event that YOU wish to make alterations to the website once installed, you agree to give Yorkshire Design the opportunity to quote to provide such alterations. There is no obligation to accept the quote provided by Yorkshire Design.
Yorkshire Design cannot accept responsibility for any alterations caused by yourself or a third party occurring to the website once installed. Such alterations include, but are not limited to additions, modifications or deletions.
16. Domain Names
Yorkshire Design may purchase domain names on your behalf. Payment in relation to, and renewal of, those domain names is your own responsibility. We can hold the domain in our Godaddy account, or alternatively, we can transfer the domain name to you in line with our fair design process. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Yorkshire Design. You should keep a record of the due dates for payment to ensure that payment is received in good time.
17. Third Party Products
Any third party software which Yorkshire Design agrees to provide shall be supplied in accordance with the relevant licensor’s standard terms. The one off licence fee for such third party software is included in the charges payable pursuant to clause 1.
These terms constitute the entire agreement between the parties and supersedes all previous representations, promises, assurances, warranties, understandings and agreements between them, whether written or oral, relating to their subject matter. A failure or delay by a party to exercise any right or remedy provided under this agreement 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.
These terms do not give rise to rights under the contracts (Rights of Third Parties) Act 1999 to enforce any part of these terms. No variation of these terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A notice given to a party under or in connection with these terms shall be in writing and in English, by email or next working day delivery service. Notices to the Client shall be sent to the email address or address last notified to Yorkshire Design. Notices to Yorkshire Design shall be sent to the email address or address set out at https://www.yorkshiredesign.co.uk/contact-us.
19. Digital Marketing & Training
Yorkshire Design will honour the components of your chosen digital marketing scope of work, providing an agreement to a minimum 3 months contract is served and monthly payments are received in advance, on a monthly basis in line with the contract start date. In the event that payment is not received on time, we regret that further work will be halted until this is rectified.
For training, a twenty five (25) percent pre-payment is required upon booking with the remaining seventy five (75) percent becoming due once training has commenced.
Nothing in these terms shall operate to exclude or limit either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud; or (c) any other liability which cannot be excluded or limited under applicable law.
Yorkshire Design shall not be liable under or in connection with these terms or any collateral contract for any: (a) loss of revenue; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of business; (e) loss of opportunity; (f) loss of goodwill or reputation; (g) loss of, damage to or corruption of data; (h) any indirect or consequential loss; (i) loss or damage caused by any inaccuracy, omission, delay or error, whether as a result of negligence or other cause in the production of the website; or (j) loss or damage to the Client’s artwork/photos supplied for the website, whether as a result of negligence or otherwise.
The entire liability of Yorkshire Design to yourself in respect of any claim whatsoever or breach of this agreement, whether or not arising out of negligence, shall be limited to the charges paid for the services under this agreement in respect of which the breach has arisen.
In the event any one or more of the provisions of this agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this agreement shall be unimpaired and the agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the original provision.
22. Governing Law & Jurisdiction
These terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 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 these terms or their subject matter or formation.
Updated 19th November 2020