Services are provided by Powder Sky Limited in accordance with our Terms & Conditions. Any term sought to be imposed by a client either in a document or otherwise that conflicts with or adds to these conditions is not accepted. No agent or representative of the client has authority to vary these conditions unless accepted in writing by a Director of Powder Sky Limited, hereinafter referred to as a Director.
1. APPLICATION OF TERMS
These Terms are the only terms upon which Powder Sky Limited is prepared to deal with the Customer and they shall govern the Contract to the entire exclusion of all other terms or conditions.
No terms or conditions endorsed upon, delivered with or referred to elsewhere in any written or verbal communications between Powder Sky Limited and the Customer will form part of the Contract and the Customer waives any right which it otherwise might have to rely on such terms or conditions.
In the event of a conflict between any express written terms of the Contract and these Terms, the written terms of the Contract shall prevail.
The following charges apply whether requested verbally or in writing:
Any work carried out on behalf of the client by personnel of Powder Sky Limited will be charged at the standard rate at the time the work is undertaken unless agreed otherwise, in writing, by a Director. Amongst others, this includes onsite visits, writing specifications and general advice/consultancy both verbal and written.
Once an agreement is entered into by a client, 30% of the agreed price is payable at the start of the project, 30% on design approval with the final 40% payable on date shown on final invoice. Powder Sky Limited may vary this payment structure depending on scale and budget of the project.
Lead times and project start and completion dates, will only be valid from receipt of all relevant material from the client. If delays in design occur due to incomplete information from the client a part invoice can be issued to cover time and work to date. When dealing with a customers Hosting, IT or ISP firm, we cannot be held responsible for launch dates or complication. In the event of this causing a delay, an invoice for the project will be sent while we resolve technical issues.
All projects charges will be subject to VAT at the current rate.
All invoices are due for payment within specified time from the date shown on the invoice unless otherwise specified. Payment is to be made in sterling unless agreed otherwise in writing by a Director. The company reserves the right to implement charges (including interest charges) on accounts outstanding beyond the due date. The rate of interest charged shall be 2.5% per month, or part thereof from the due date until the date payment is received.
If you are exempt from any charges e.g VAT due to Charitable or National status this must be declared prior to project completion. Invoices will be addressed to the agreed party, the named party shall remain liable for all charges.
4. BEST ENDEAVOURS CLAUSE
Powder Sky Limited will use their best endeavours to secure delivery of the services on the estimated date, but they do not guarantee time of service delivery, nor shall they be responsible for any damage or claims of any kind in respect of delay in delivery.
5. OWNERSHIP (Website design and development)
The client understands that all files, web pages, graphics and programming work, except those provided by themselves, are the property of Powder Sky Limited until any and all fees are paid in full at which time the client retains ownership, with the exception of purchased copyright materials. In the case of any programming (scripting) work, which includes , Content Management Systems (CMS), Arena, shopping carts, banner rotation programs, database programs and the like, the client understands that they do not have any rights to duplicate, resell or give away any programs created by Powder Sky Limited. Programs created by Powder Sky Limited may not be used on other websites unless purchased by the client outright.
6. DESIGN & DEVELOPMENT PROCEEDURES
We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs using Photoshop for the required templates for a project e.g Homepage, Content Page, News and Contact. All other pages will follow this style.
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
Desktop browser testing
We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Internet Explorer), Mozilla Firefox. We’ll also test to ensure Microsoft Internet Explorer 8 for Windows users get an appropriate, possibly different, experience. If you need an enhanced design for an older browser, we can provide a separate estimate for that.
We’re not a website hosting company so we don’t offer support for website hosting, email or other services relating to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, we can set up an account for you at one of our preferred hosting providers.
We can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them. Clients are responsible for testing all sites, payment gateways and any other projects and agree that making the site live is agreement that you are satisfied the project is complete. Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
7. HOSTING CONTRACTS
Domain Name and website Hosting contracts are charged out by Powder Sky Limited on a per annum basis. Should a client wish to transfer hosting of either a domain name or website to an alternative ISP at any time, Powder Sky or Powder Sky Limited are happy to do so subject to the account being fully paid up to the date of the transfer request, and a formal transfer request being lodged by an authorised client contact. Please note that Powder Sky Limited does NOT automatically renew all domain names as they expire. Clients wishing to renew a domain name must inform Powder Sky Limited to this fact before the expiry of the existing contract. The same also applies to website hosting.
When dealing with a customers Hosting, IT or ISP firm, we cannot be held responsible for launch dates or complication. In the event of this causing a delay, an invoice for the project will be sent while we resolve technical issues. Additional time spent rectifying issue will be charged on an hourly basis.
To maintain our portfolio credentials, and the integrity of any applicable copyrights, Powder Sky or Powder Sky Limited maintains the right to place a small logo on the client’s website which will link back to Powder Sky Limited website. Powder Sky Limited also maintains the right to reproduce the client’s website in our portfolio and in any marketing materials.
Powder Sky Limited responsibility for typographical, pricing, or other errors shall be strictly limited to correcting such errors if they are pointed out to us during timely proofreading and site testing. It is the client’s responsibility to proofread all work and to ensure that it is
- correct as to size, content etc
- suitable for intended use
- within proper copyright and other restrictions before the website is opened to the public
10. STANDING MATERIAL
Materials owned by Powder Sky Limited. and used by them in the production of their work shall remain our exclusive property. Such items when supplied by the customer shall remain the customer’s property.
11. NON – SOLICITATION AGREEMENT
- For the purposes of this Clause 10:
- “Former Employee” means any former employee of the relevant Party whose employment with that Party terminated in the preceding 12 months;
- “any Contract” means any contract whatsoever, regardless of whether it incorporates the terms of this Agreement or is otherwise covered by this Agreement;
- During, and for a period of 12 months following termination of, any Contract between Powder Sky and the Client:
- Neither Party shall seek to entice away from the other’s employment any Employee of that other Party;
- Neither Party shall offer employment to any Employee of the other party;
- Neither Party shall seek to entice away any Third Party client of the other Party.
- During, and for a period of 12 months following termination of, any Contract between Powder Sky and the Client, neither Party shall offer employment to any Former Employee of the other Party;
- Either Party shall be entitled to seek an injunction to prevent any breach of this Clause 10;
- In the event of breach of this Clause 10, the Party in breach shall be liable for all resulting losses of the other Party, including (but not limited to):
- Lost business;
- Costs of finding a replacement employee, including (but not limited to):
- All recruitment agency fees;
- Time spent by the relevant Party in finding a replacement (at the Applicable Rate);
- Costs of training a replacement employee, including (but not limited to):
- Time spent by the relevant Party training the new employee (at the Applicable Rate);
- External training course fees;
- Losses resulting from the decreased productivity of the new employee.
- The measure of damages in the event of breach of this Clause (being a reasonable estimate of the loss stated in clause 10(3) above) shall be fifty per cent (50%) of the starting salary of the Employee in his new employment with the Party in breach or £20,000, whichever is greater.
12. CUSTOMERS PROPERTY AND PROPERTY SUPPLIED
Every care will be taken to secure the best results where material or equipment are supplied to Powder Sky Limited by the customers, but responsibility will not be accepted for imperfect work caused by defects in, or unsuitability of, such materials or equipment.
If any part of these terms and conditions shall be found to be unlawful it shall not affect the validity or enforceability of the remainder of the conditions.
This contract shall be deemed to have been made in England and shall in all respects be governed by English law.
In respect of consumer sales only, statutory rights are unaffected by these terms and conditions.