Terms and Conditions
Set at: November 2nd, 2009
The content of the pages of this website is for your general information and use only. It is subject to change without notice. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements. This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions. All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website. Unauthorised use of this website may give to a claim for damages and/or be a criminal offence.
From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
You may not create a link to this website from another website or document without Warren Creative’s prior written consent. Your use of this website and any dispute arising out of such use of the website is subject to the laws of England and Wales.
By ordering any service or product from Warren Creative you are agreeing to the following terms and conditions of sale:
1. General Conditions
1.1 Either party shall have the right to terminate the Contract immediately by giving notice in writing to the other party in any of the following events:
1.2 Where in the instance that a timescale has been given and the delay has been caused by any party excluding Warren Creative, then we will not be held responsible for any money lost to the client if the deadline has not been met.
1.3 At times, any work undertaken by us, which has been quoted; may, by giving prior written notice incur a specification change or additional costs. Charges are non-negotiable and may not be negotiated against work to be completed. Any charges will not be deemed unreasonable.
1.4 In accordance with clause 1.3, Warren Creative will not carry out any further work on the specified project until an agreement has been reached (the client may refer to clause 11.1).
1.5 Where the client is from overseas then British Law will govern all conducts of business and business transactions. Reference overseas means any other country outside England and Wales.
1.6 The headings in this document are intended for reference only.
2. Domain Registration
2.1 The flat fee set at registration, shall be for a period of two (2) years only (unless specified otherwise at time of purchase) and renewed on invoice thirty (30) days prior to expiry.
2.2 In connection with section 1.3 it is to the client’s discretion if they wish to continue with their requested domain name(s) after expiry.
2.3 It is the client’s responsibility to verify and approve domain names prior to registration. Warren Creative will not be held liable for verbal misinterpretations or email requests.
2.4 All domain names will be processed once monies have been cleared for payment.
2.5 Warren Creative will not be held responsible for any failure to register domain names but will return all registration payments to the client.
2.6 Upon renewal we will notify you by telephone, letter or invoice as an indication that your renewal is due, it is then up to you the client to respond. Failure to respond will result in your domain becoming unusable, or returned to be re-registered.
2.7 Whilst every effort is made to renew and notify the client of the renewal, Warren Creative are not responsible should a domain become de-tagged or suspended.
2.8 Warren Creative will not renew a domain until the renewal fee has been paid. Failure to pay may incur further charges from us, Nominet and/or Network Solutions should the renewal period expire and the client wish to renew the domain after this period.
2.9 Warren Creative will charge an administration fee of £75.00+VAT where applicable for amends or cancellations to domains, ownership transfers, Name Server Requests, IPS tag changes and/or technical requests.
3.1 The standard annual fee for hosting is £150.00+VAT which shall be paid in advance by the Customer on the Effective Date and on each anniversary of the Effective Date. Included within the price of our hosting service is the setting up of email accounts. Emails can be administered by using Webmail through your internet browser. This method allows you to view emails from any computer in any location (home or oversees) provided you have an internet connection. Alternatively (and in conjunction with), you can set up your emails using third party software such as Outlook Express and Entourage. Please note that we do not support third party software. We allow for the set up of up to ten (10) email accounts (e.g. sales@, enquiries@ another@). The service we offer satisfies the majority of our client needs.
Our disk space quota per website is 1 gigabyte (GB). Charges will apply for exceeding this quota at 3 pence +VAT per megabyte. Clients may select to upgrade their disk space at a cost of £14.90+VAT per gigabyte. Upgrades are payable in advance and cannot be downgraded until twelve (12) months have expired.
Our data transfer quota (commonly called a bandwidth quota) per website, per month, is five (5) GB. Charges will apply for exceeding the monthly allocated data transfer at 2.5 pence +VAT per MB. Clients may select to upgrade their data transfer quota at a cost of £6.50+VAT per gigabyte. Upgrades are payable in advance and cannot be downgraded until twelve (12) months have expired. Clients may also (in addition to the data transfer upgrade) decide to pay (in advance) for a temporary upgrade (i.e for expected mail shots or the Christmas rush) at a cost of £12.95+VAT per GB.
4.1 Warren Creative make every effort to design projects for the most popular browsers and operating systems, but cannot accept responsibility for pages which do not display correctly in new or extremely old or complex versions.
4.2 We may produce up to three (3) mockscreens for each client, it is inevitable that a client may not like any of the designs in which case we invite the client to our premises to sit with our designers and produce the work as a team.
4.3 Warren Creative are not responsible for third party costs should the client introduce a third party designer or developer into the project and we are not prepared to reduce our fees should the client introduce a third party to assist with the design of the site.
4.4 If you require an amendment to the design to take account of any application function or performance criteria not previously specified then we will be entitled to make such revision to the timetable and the completion date. We may adjust our fees accordingly, which you will pay following prior consultation and agreement between us. In the event that a fee for the additional work cannot be agreed upon then we will be under no obligation to undertake the additional work, such work and this contract will continue in full force and effect.
5. Deposit and Balance
5.1 Your deposit becomes non-refundable due to the nature of work that has already been undertaken to gain the business. Only under extreme circumstances would a refund be viable. We understand that if no work is carried out and the project is cancelled within fourteen (14) days a refund would be made available less any administration and travel costs.
5.2 The client agrees to pay the balance in full immediately before the website is due to go live, if a site is published before payment is received you agree that Warren Creative have the right to disable part or all of the service until payment is received.
6. Project Definition
6.1 The Project Definition is given to aid the site, the client and Warren Creative with a guide to how the site should be published, this is a low-level document.
6.2 Warren Creative have the right to amend the Project Definition without prior written notice, as the promise that it still fulfills all the agreed initial requirements of the project.
6.3 The client may also amend the Project Definition by giving seven (7) days notice, the changes may incur further costs and these costs will be advised before they are applied.
7. Overall Project
7.1 Warren Creative retain the right to disable a project, website, FTP access, email service or temporary disable the service at any stage due to non-payment of an invoice. The service will resume once payment has cleared.
7.2 Warren Creative retain the right to remove themselves from any project without giving notice.
7.3 Warren Creative will not become responsible for any loss of income, loss of business or profits should a website become disabled.
7.4 Warren Creative will not be held responsible for any loss of income, loss of business or profits should a web site become unavailable due to a problem either in or out of Warren Creative’s control. An exception to this term is if we are proven totally negligent against the problem.
7.5 Warren Creative will not become responsible for any loss of income, loss of business or profits should a web project be delivered behind schedule. Every effort is made to deliver the project on course and to all given dates.
7.6 Warren Creative retain the right to charge extra for enhancements and/or additional amendments, providing such extra charges are first agreed in writing with the client.
7.7 Unless otherwise agreed Warren Creative may deliver a project in a stage process, no responsibility will lie with us should this situation arise with respect to loss of income, loss of business or profits due to a staged project.
7.8 Following the completion of all web projects, the client will immediately become responsible for all marketing of the project, unless otherwise stated or sold to as a web marketing package.
7.9 Any estimate of timing given to you by Warren Creative either in these terms or by other means is based on our calculation of time to be spent by us alone and does not include any time spent by you.
7.10 Where you fail to act within a specified time, minimum thirty (30) days, we will interpret your silence as acceptance.
7.11 If we incorporate or embed third party software products in the website then such products will so far as possible be properly licensed to you or to us in accordance with the conditions of sale of the seller of the same. We give no warranty in respect of any such products beyond the warranty given to us. The provision of the software to you will be subject to the terms and conditions of the supplier of the software and you hereby agree to indemnify us for all loss, damage, costs, expenses and other claims arising from your use of the software.
8. Testing and Acceptance
8.1 The testing shall take place on a test site of our choice, available to you on the internet.
8.2 We will test the website.
8.3 If any fault or “bug” is found we will undertake such further work as is necessary until the testing procedure is satisfied as to 100%.
8.4 When the test procedure is completed with 100% compliance, we will inform you and you may then test the website.
8.5 Within seven (7) working days, you will inform us of any deficiencies in the operation of the website and in the absence of any such notification, you are deemed to have accepted the website.
8.6 The project is complete after the occurrence of the earlier of the following events:
8.6.1 the testing procedure has demonstrated 100% efficiency to both parties or you are deemed to have accepted the website in accordance with clause 8.5; or
8.6.2 the website is published on the server of the website host; or
8.6.3 the system is approved at go-live date and any further testing or development work required will be undertaken within thirty (30) days post go-live date.
8.7 Whilst we make every effort to make your website compliant to W3C.org standards we are not held responsible if your site does not comply unless you specifically request it to do so (additional cost).
9. Copyright and Content
9.1 The copyright and all intellectual property rights supplied by the client shall remain the property of the client.
9.2 The copyright and all intellectual property rights supplied by Warren Creative shall remain the property of Warren Creative.
9.3 The contents of all reports, documents, specifications, presentations, software and documentation prepared, made or written by us for or to the client in working towards winning or developing a project will remain the property of Warren Creative along with it’s layouts, templates and design. Under no circumstances are the contents of said material to be dispersed, used, duplicated or distributed.
9.4 Warren Creative are under no circumstances responsible for the content of its clients websites. Each site is proof read by the client before the ‘go-live’ date. All discrepancies should be dealt directly with the client.
9.5 All domain names are registered in the clients name and not that of Warren Creative.
9.6 The client purchases the rights to all source code, images, logos and construction code. The client has the right to add or amend any of this material, the client does not have the right to reproduce or distribute this material.
9.7 The content management system (CMS) is owned and developed by Warren Creative for it’s clients; the client does not have any right to the source code and we will not make this available to the client.
9.8 If the client instructs another web development company to become involved in the project then Warren Creative have the right to protect our CMS by safe-guarding parts of the code by username and password.
9.9 CMS training assumes that the user is reasonably computer literate and is competent in using software such as Microsoft Word.
10. Intellectual Property Rights
Software code and graphic images owned by a third party are not affected by this agreement. During and after completion of the contract and unless otherwise specified in this agreement ownership of intellectual property shall be as follows:
10.1 Website concepts, designs and images introduced by us, belong to us.
10.2 We reserve the right to add a link to your website on the basis that we created the website. If you do not wish for us to exercise this right then you must notify us in writing prior to the website going live.
10.3 We reserve the right to add a link to your website in the portfolio section of our website confirming that we developed the website. The primary purpose of this is to act as a showcase of the services we can provide to our clients but should also have the effect of increasing traffic to your website.
11. Confidentiality and Privacy
11.1 Both parties shall treat as strictly confidential all information (whether verbal or in writing or on magnetic or other media) relating to the other parties business operations, associations, transactions, financial arrangements or in relation to any other activities, which is made available to either party hereunder save with the prior written consent of the other or where properly required by law.
11.2 Any breach of the customer’s obligations under the terms and conditions will render the customer liable to Warren Creative for any and all costs and losses arising from or incurred as a result of such breach.
11.3 The provisions of these clauses shall survive the expiration or termination of the project.
12.1 Either party shall have the right to terminate the contract immediately by notice in writing to the other in any of the following events:
12.1.1 if the other party has committed any persistent or material breach of its obligations under the contract and does not remedy that breach within thirty (30) days after receiving written notice from the other party, or
12.1.2 if the other party is unable to pay its debts (within the meaning of Section 123, Insolvency Act 1986) or a receiver, or similar officer is appointed over all or any part of the undertaking or assets of the other party, or a resolution is passed for the winding up of the other party (other than for purposes of reconstruction or amalgamation previously approved in writing by the other party) or a Court Order is granted to wind up the other party;
12.1.3 by either party by giving fourteen (14) days written notice, all work which has been completed and paid for will be made available to the client on disc, less any administration work required;
12.1.4 should a winding-up order be presented to Warren Creative or Warren Creative be in receipt of Section 123, Insolvency Act 1986, any work completed on the clients’ project shall become the property of the client and be handed over to the client.
12.2 Warren Creative will charge an administration fee of £75.00+VAT for any cancellation or termination of contracts regardless of fault.
13. Insurance and Liability
13.1 Warren Creative shall not be liable to the client for any indirect or consequential loss, damage, cost or expense of any kind howsoever caused whether arising under contract, tort (including negligence) or otherwise including (without limitation) loss of profits or contracts or revenue, loss of or corruption to data, loss of business, goodwill, or anticipated savings.
14. Force Majeure
14.1 Neither party shall be liable for delay or failure to perform any of its obligations under the contract if the delay or failure result from acts of God, fire, explosion, flood, war, riots, acts of terrorism, acts of Government, sabotage, civil commotion or severe weather conditions which are beyond its reasonable control (“Force Majeure Event”).
14.2 Such delay or failure shall not constitute a breach of this contract and the time for performance shall be extended by a period equivalent to that during which performance is so prevented, provided that if such delay or failure persists for more than three (3) months nothing in this clause shall be taken to limit or prevent the exercise by either party of its right of termination in accordance with clause 14.1.
15. Payment and Terms
15.1 In consideration of the proper performance of Warren Creative’s obligations hereunder, the client shall pay Warren Creative the design fee, the hosting charge and all other applicable charges due hereunder.
15.2 The client shall pay all sums due to Warren Creative hereunder within thirty (30) days after receipt by the client of an invoice or, if by prior agreement, on the due date of payment.
15.3 The customer shall notify Warren Creative within seven (7) days after receipt of an invoice, if the customer considers that the invoice is incorrect or invalid for any reason and the reasons for withholding payment.
15.4 Where applicable, VAT and any other taxes or duties shall be paid by the customer at the then prevailing rate.
15.5 We reserve the right to charge you interest in respect of late payment of any sums due under this agreement (both before and after judgment) at the rate of 5 per cent (5%) above the base rate from time to time of the Bank of England from the due date until receipt of payment.
15.6 When you order work to be paid outside of our initial estimate, we will provide an update estimate of the cost of such work. You agree to pay us the estimated sum. We do not have to continue with any work on the contract until we have received payments into our bank account as stated within the quotation payment schedule.
15.7 New clients to Warren Creative are required to pay a 50% deposit on the estimated cost of the project. The deposit applies to the first two projects and thereafter, work will be invoiced on completion of the project or as stated in the estimate provided for that work.
15.8 Warren Creative reserve the right to charge a deposit fee on any project they see fit, for new and existing clients, and the deposit term shall form part of the estimate and terms agreed for that project.
15.9 The deposit is non-refundable due to the nature of work that has already been undertaken to gain the business. We understand that if no work is carried out and the project is cancelled within fourteen (14) days a refund would be made available less any administration and travel costs if applicable.
16.1 Warren Creative do not make any claim that the internet will make the client wealthy, Warren Creative on occasion may use consultants who help manage a project, the views of the consultants are judged only on their knowledge and experience to date. We do not make any claims that by using us your site will become listed on the top of all search engines. No responsibility shall lay with us should these judgements be made at any time.
16.2 We do not accept any loss of any kind whatsoever through the use of Warren Creative.
Unless otherwise agreed in writing between us to form part of the services we will be under no obligation (unless stated otherwise) to provide any of the following:
17.1 Registration of necessary domain names;
17.2 Arrangement of merchant server banking facilities;
17.3 Contracting for web hosting services and the provision of appropriate firewalls;
17.4 Supply new or change existing customer email message system;
17.5 Purchase of any necessary computer hardware and software;
17.6 Search engine optimisation.
18. Successors to the Agreement
18.1 The benefit and obligations of this agreement shall be binding on any successor in title. If this situation should occur the client will receive a full copy of the website as stated to retain for themselves in a format and cost to be agreed between the parties.
18.2 Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other.
19.1 Any notice to be served on either of the parties by the other may be sent by Royal Mail recorded delivery.
20. Dispute Resolution
20.1 In the event of a dispute arising out of or in connection with the Project Definition and the web build which has not been resolved following discussions and negotiations between a person or persons appointed or authorised by you and us then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
21.1 The failure by either party to enforce at any time or for any period, any one or more of the terms and conditions of this document, shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this document.
22.1 These terms and conditions shall be interpreted according to the Laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.
23. Delivery of Goods
23.1 At Warren Creative’s sole discretion, delivery of the goods shall take place when: (a) the client takes possession of the goods at Warren Creative’s address; or (b) the client takes possession of the goods at the client’s address or other address nominated by the client (in the event that the goods are delivered by Warren Creative or Warren Creative’s nominated carrier); or (c) the client’s nominated carrier takes possession of the goods in which event the carrier shall be deemed to be the client’s agent.
23.2 The costs of delivery are included in the price unless stated otherwise.
23.3 The client shall make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery. In the event that the client is unable to take delivery of the goods as arranged then Warren Creative shall be entitled to charge a reasonable fee for re-delivery.
23.4 Delivery of the goods to a third party nominated by the client is deemed to be delivery to the client.
23.5 Warren Creative may deliver the goods by separate installments. Each separate installment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.
23.6 The client shall take delivery of the goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that: (a) such discrepancy in quantity shall not exceed five percent (5%); and (b) the price shall be adjusted pro rata to the discrepancy.
23.7 The failure of Warren Creative to deliver shall not entitle either party to treat this contract as repudiated.
23.8 Warren Creative shall not be liable for any loss or damage whatever due to failure by Warren Creative to deliver the goods (or any of them) promptly or at all.
23.9 Please check your order as soon as you receive it and contact Warren Creative within seven (7) working days if there is a problem. If goods are not rejected by the client within seven (7) days of delivery then they are deemed accepted.
23.10 Warren Creative will not be liable if we are unable to fulfill our obligations as specified in these terms and conditions due to events such as machinery failure, computer dysfunction, paper discolouration, ink offset, strikes, accidents or shortages of materials, loss of transmission link or any other circumstances outside of our control.
23.11 Warren Creative will do its best to supply the goods and services at the prices agreed but Warren Creative reserves the right to increase its prices to take proper account of fluctuations in exchange rates and/or increases in the cost of materials or other factors which are not under Warren Creative’s control.
23.12 Claims arising from damages, delay or partial loss in transit must be made in writing to Warren Creative, so as to reach us within seven (7) days of delivery.
23.13 All claims with regard to the quality or quantity of the goods shall be made in writing by the client to Warren Creative so as to reach us within seven (7) days of receipt of goods or such goods shall be deemed to comply as to quality and quantity within the terms of the contract.
23.14 The client must examine all goods delivered at the time of delivery. Warren Creative shall not be liable for any loss arising from damage caused to the goods in transit unless loss or damage is noted on the delivery note at the time of delivery.