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Terms & Conditions
These are the standard Terms and Conditions referred to in the foregoing contract between BarkWeb Limited and CLIENT NAME.
1 - Definition of terms
BarkWeb Limited - trading as BarkWeb Limited, having its principal place of business at 15 Hyde Gardens, Eastbourne, East Sussex, BN21 4PR
The Client - the entity which enters into a contract with BarkWeb Limited
Domain Name - the root address of a website, e.g. www.webaddress.com. All such names must be registered with the appropriate naming authority, which will usually charge a fee.
Downtime - time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
Host - the company on whose system the Website physically resides.
Link, Hyperlink - a 'clickable' link embedded on a web page which may take the form of a graphic or text.
Search Engine - a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
Website - a collection of web pages and associated code which forms an integrated presence.
The Works - the subject matter of the contract between the Client and BarkWeb Limited.
2 – Fees
2.1 Fees Payable
The Fee Payable is included in the Contract Specification.
Unless otherwise stated our current rates are:
Standard hourly rate - £100 per hour
Standard day rate - £700 per day (7.5 hours)
Minimum billing period – 10 minutes.
All time and work undertaken is recorded on our internal software.
2.2 Maintenance Fees
As per ‘The Works’
3 - Disclaimers
3.1 Third Parties & The Works
BarkWeb Limited does not use any other Third Parties unless stated in the Contract Specification to undertake the work required to complete The Works as detailed in the Contract Specification.
3.1.1 Third Parties Services that are Provided through BarkWeb Limited
BarkWeb Limited does provide services through third Parties for; Domain Name Registration, DNS Management, Website Hosting (including software required to run the websites), Website availability monitoring, Payment Gateways, Analytics, SSL Certificates, Software Supply for BarkWeb Limited internal use.
BarkWeb Limited can take no responsibility for Third Party Services that are provided through us other than to manage the relationships with the Third Parties, to pay for services on time and ensure that any technical issues that occur that effect our clients are dealt with as soon as reasonably possible.
Any Third Party Services provided are detailed in The Works.
3.1.2 Third Parties Services NOT Provided through by BarkWeb Limited
BarkWeb Limited can take no responsibility for Third Party Services used that are NOT provided through us unless specified in The Works.
3.2 Maintenance and Correction of Errors
BarkWeb Limited takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed.
However;
Technical Errors (on the core platform that we supply you) attributable to BarkWeb Limited will be corrected free of charge.
Typographical Errors attributable to BarkWeb Limited will be corrected free of charge.
BarkWeb Limited reserves the right to charge a reasonable fee for correction of errors for which BarkWeb Limited is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to BarkWeb Limited by the Client.
3.3 Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client.
3.4 Consequential Loss
Under no circumstances will BarkWeb Limited be responsible or liable for financial or other loss or damage caused by the misuse of its software.
3.4.1 Data loss
BarkWeb Limited maintain daily back-ups of all client data with a retention policy of 14 days in two separate data vaults. Should the frequency of back-ups need to be increased this can be arranged and will be detailed additionally in the Contract Specification.
3.4.2 Website availability
BarkWeb Limited monitors all services from external networks to ensure any loss of service is reported within a maximum of 5 minutes of any disruption. Upon such a report BarkWeb Limited and/or our Third Party suppliers will investigate to ensure that any failure (of supplied software or website hosting) is corrected as soon as is reasonably possible and will be treated as an absolute priority.
3.5 Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. BarkWeb Limited is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
3.6 Search Engine Listings
BarkWeb Limited does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not BarkWeb Limited who determine whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. BarkWeb Limited does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.
4 - Completion of Work and Payment
4.1 Completion of Work
BarkWeb Limited warrants completing the Work in accordance with its Standard Terms and Conditions as per the Contract Specification as laid out in this contract. BarkWeb Limited will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. BarkWeb Limited will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.
4.2 Supply of Materials
The Client is to supply all materials and information required for BarkWeb Limited to complete the Work in accordance with the agreed Contract Specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client's failure to supply such materials leads to a delay in completion of the work, BarkWeb Limited has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount.
Where the Client's failure to supply materials prevents progress on the Work for more than 21 days, BarkWeb Limited has the right to invoice the Client for any part or parts of the Work already completed.
4.3 Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify BarkWeb Limited, in writing, of any unsatisfactory points within 21-days of receipt of such notification. Any of the Work which has not been reported in writing to BarkWeb Limited as unsatisfactory within the 21-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and any remaining payments as detailed in the Contract Specification will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
4.4 Rejected Work
If the Client rejects the Work within the 21-day review period, or will not approve subsequent Work performed by BarkWeb Limited to remedy any points reported by the Client as unsatisfactory, and BarkWeb Limited considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and BarkWeb Limited can take any legal measures to recover both payments for the completed work and reasonable expenses incurred in recovering payment.
4.5 Payment
Upon completion of project, BarkWeb Limited will invoice the Client for any remaining balance in accordance with Clause 2.1 Fees Payable.
All invoices issued must be paid in full within 30 days of the issue date as detailed on the invoice unless otherwise stated within Fees in the Contract Specification.
If you dispute any invoices that have been issued, you should notify us by email to accounts@barkweb.co.uk as soon as possible.
4.6 Remedies for Overdue Payment
The sub sections below detail how we will deal with any debt that is past the 30 days due date or as otherwise stated within Fees in the Contract Specification.
At all times we will communicate clearly with you and offer you full opportunity to settle your account. If we chose to take any actions that may affect any of the services we provide you (meaning services provided directly by BarkWeb Limited or Third Party Services provided through BarkWeb Limited as detailed in The Works) we will make you aware of these actions and their consequences before we take them.
4.6.1 Invoices past 30 days due
Invoices issued that are over 30 days old will (at our discretion) mean that we will not undertake work for you no matter the urgency of the task until the outstanding fees have been received.
4.6.2 Invoices past 60 days due
Invoices issued that are over 60 days old will (at our discretion) mean that in addition to 4.6.1 we will charge interest on the overdue amount (at 8% plus Bank of England Base Rate), we will assess and reserve the right to suspend any services you have directly with BarkWeb Limited or Third Party Services provided through BarkWeb Limited (including hosting, email, SEO, PPC) until the outstanding fees have been received.
4.6.3 Invoices past 90 days due
Invoices issued that are over 90 days old will (at our discretion) mean that in addition to 4.6.1 and 4.6.2 we will seek payment through third party debt collection agencies or the UK court system.
5 - Intellectual property
5.1 Offers and Proposals
Offers and proposals made by BarkWeb Limited to potential clients should be treated as trade secrets and remain the property of BarkWeb Limited. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from BarkWeb Limited. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2 Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to BarkWeb Limited for inclusion on the Website. The conclusion of a contract between BarkWeb Limited and the Client shall be regarded as a guarantee by the Client to BarkWeb Limited that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of BarkWeb Limited and indemnifies the same from any claims or legal actions however related to the content of the Client's site.
5.3 Domain Name
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify BarkWeb Limited, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.
5.4 Licensing
Once BarkWeb Limited has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will immediately be granted a licence to use the Website and its contents.
5.5 Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which BarkWeb Limited or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from BarkWeb Limited. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which BarkWeb Limited or their suppliers owns the copyright. BarkWeb Limited acknowledges the intellectual property rights of the Client. Information passed in written form to BarkWeb Limited, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
6 - Rights and Responsibilities
6.1 Right to Terminate
BarkWeb Limited reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
6.2 Events Beyond the Control of BarkWeb Limited
BarkWeb Limited will not be liable for breach of contract where that breach was due to software (with the exception of software provided directly by BarkWeb as detailed in The Works), hardware or electrical failure, natural events such as fire or other unforeseen events beyond the control of BarkWeb Limited.
6.3 Supply and Pricing of Services
BarkWeb Limited reserves the right to engage whoever it feels appropriate at the time for third party services as detailed in 3.1. Should BarkWeb Limited need to alter its prices in line with an increase in costs from its suppliers, we will provide written notice of any change and a minimum of 3 months notice of any fee alteration.
6.4 Your right to Terminate
If you have any hosting or contracted maintenance services with us, we require 3 months written notice of termination.
If you wish to Terminate a contract with us at short notice (immediately), you will be subject to a 3 month cancellation fee on any contracted services.
We will do everything we can to ensure your termination with us is as smooth as possible subject to written agreement and fee payment.
6.5 Portability of Content Management System
Your website has been built on our platform Jolojo.
If you wish to move to a third party supplier and port the CMS this will be possible. Our minimum charge to port you to another supplier will be 2 days work at the rates that are set for your account.
These rates are subject to change for which you will be given 3 months notice.
7 - Interpretation
7.1 Jurisdiction
This Agreement shall be governed by the laws of England which shall claim venue and jurisdiction for any legal action or claim arising from the contract between BarkWeb Limited and the Client. The said contract is void where prohibited by law.
7.2 Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
7.3 Change of Terms and Conditions
These terms & conditions may change from time to time. The Client will be informed of revisions as and when they are issued.
Standard Terms and Conditions v1.6 January 2019
