Indigo River Creative Limited Website Terms and Conditions

Our standard Terms & Conditions of practice are listed below.

Please ensure that you read and understand these conditions, by accepting a quotation from Indigo River Creative Limited you confirm that you are in agreement with and bound by the terms and conditions below.

1 Definitions
In these Terms and Conditions, the Specification and the Contract the following words shall have the meanings given in this clause

1.1 ‘Client’
Means the person, firm or company who instruct Indigo River to perform the Services

1.2 ‘Contract’
Means the agreement between Indigo River Creative Limited and the Client to perform the Services comprising of these Terms and Conditions and the Specification. The Contract and the Client’s acceptance of these terms exist from when:
(a) The Client accepts the written quotation; or
(b) Indigo River Creative Limited commences work on the Goods or Services on the Client’s Instruction

1.3 ‘Deposit’
Means 50% of the Price due on the Client’s agreement to the Contract or another percentage as detailed in the initial Specification.

1.4 ‘Due Date’
Means 28 days from the date of Indigo River Creative Limited issuing the invoice or upon completion of the Goods and Services

1.5 Indigo River Creative Limited
Means: Indigo River Creative Limited, School House, St Philip’s Court, Church Hill, Coleshill, Birmingham B46 3AD.

1.6 ‘Goods and Services’
Means the goods Indigo River Creative Limited will deliver and / or services Indigo River Creative Limited will supply according to the Specification

1.7 ‘Price’
Means the price agreed by Indigo River Creative Limited and the Client for providing the Goods and Services either:
(a) initially on agreement of the Specification; or
(b) a new price later agreed on alteration of the specification

1.8 ‘Specification’
Means:
(a) the details of the work agreed between the parties and signed by the Client;
and
(b) any later alteration agreed by the parties throughout the duration of the Contract

1.9 ‘Terms and Conditions’
Means the Standard Terms and Conditions of Indigo River Creative Limited.

2 Interpretations
These Terms and Conditions, the Specification and the Contract shall read in the light of the following interpretation:

2.1 Gender
One gender shall mean all genders

2.2 Headings
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

2.3 Statute
Any reference to a statute also refers to any amendment or re-enactment thereof.

3 Indigo River Creative Limited Obligations

3.1 Obligation
Indigo River Creative Limited shall on receipt of full instructions and Deposit from the Client using reasonable care and skill complete and / or deliver the Goods and Services to the Client in accordance with the Specification.

3.2 Timescale
The Goods and Services shall be completed and / or delivered in a reasonable time unless expressly stated in the Specification

4 Client’s Obligations
The Client shall:

4.1 Payment of the Deposit
Pay the Deposit to Indigo River Creative Limited on instructing Indigo River Web to undertake the work on the Goods and Services

4.2 Payment of the Price
Pay the price less the Deposit if already paid to Indigo River Creative Limited by the Due Date. Launch date to be held off until full payment of the balance is received.

4.3 Late Payment
Pay interest calculated daily at the Interest rate to Indigo River Creative Limited for every day beyond the due date the price is not received without set off. Indigo River Creative Limited reserves its rights under the Late Payment of Commercial Debts (Interest) Act 1998 in relation to late payment.

4.4 Provide Information
Provide the necessary information to enable Indigo River Creative Limited to undertake the works detailed in the Specification.

5 Intellectual Property Rights
Indigo River Creative Limited assigns all intellectual property rights in the Goods and Services to the Client on receipt of payment of the Price and all monies owing to Indigo River Creative Limited by the Client. Except Indigo River Creative Limited retains the right:
5.1 to use the Goods and Services for the purposes of advertising or otherwise promoting Indigo River Creative Limited’s work
5.2 to be indentified as the author of copyrightable works under sections 77-79 of the Copyright, Designs and Patents Act 1988.

6 Declarations

6.1 Approvals
When preliminary material is sent to the Client for final approval, the Client shall check it carefully and notify Indigo River Creative Limited by email or post of any errors or alterations. Indigo River Creative Limited will use its reasonable endeavours to effect any changes so notified but Indigo River Creative Limited reserves the right to change extra if any of these alterations either go beyond the original Specification or are notified to Indigo River Creative Limited more than 5 working days after they supply to the Client. Where notification of errors is either delayed in this way or does not occur at all before publication, Indigo River Creative Limited will not be liable in respect of any such errors. Indigo River Creative Limited cannot guarantee that any or all colours will be exactly replicated in the final version as published.

6.2 Assignment
(a) The Client shall not assign the Contract.
(b) Indigo River Creative Limited may assign or subcontract the Contract or any part of it to any person, firm or company.
(c) A person who is not a party to this Contract has no rights under the Contracts (Right of Third Parties) Act of 1999 to enforce any terms of this Contract.
(d) No changing of code, if this is the case, we hold no further responsibility

6.3 Confidentiality
Notwithstanding the termination of the Contract, Indigo River Creative Limited and the Client agree to keep confidential and not use for its own purposes of disclose to a third party and information of a confidential nature which may become known unless such information is already public knowledge.

6.4 Delivery
Where relevant delivery of the Goods and Services shall be by email or posting on the Internet unless otherwise expressly stated in the Specification or agreed between the parties.

6.5 Domain Names
Indigo River Creative Limited may purchase internet domain names for the client. Payment and renewal of domain names is the responsibility of the Client. Indigo River Creative Limited excludes all liability for the loss or cancellation of domain names.

6.6 Entire Agreement
The Client accepts that the Contract represents the entire understanding between the parties and in regard supersedes all representations, communications and prior agreements between the parties.

6.7 Indigo River Creative Limited Link
Indigo River Creative Limited reserves the right to place a graphical and / or textual link to Indigo River Creative Limited website designed for the Client unless expressly stated in the Specifications. The link must be retained for a 12 month period from the date the website goes live.

6.8 Indigo River Creative Limited’s Status
Indigo River Creative Limited acts in the Contract as a principal and not as agent for the Client and will enter into all related contracts as principal.

6.9 Governing Law
The Contract and any relevant interaction between the parties shall be governed by and construed in accordance with the laws of England and Wales and both parties agree to submit to the non-exclusive jurisdiction of the courts of England and Wales in relation to any claim, dispute or difference which may arise hereunder or in relation to any relevant interaction between the parties prior to this Contract.

6.10 Notice of change in Terms and Conditions
Indigo River Creative Limited reserves the right to change these Terms and Conditions without prior notice. The Client shall be deemed to have received notice of change of Terms and Conditions where they have been posted to http://www.indigoriver.co/terms-and-conditions

6.11 Service of Notices
Any written notice required by the Contract should be sent to the Parties’ address as communicated on the commencement of the Contract. Notices must be sent by recorded delivery.

6.12 Programming Languages
All sites developed by Indigo River Creative Limited will be coded in HTML, CSS and/or PHP. We do not support ASP or any other programming languages.

7 Termination

7.1 Method of Termination
(a) Either party may determine this agreement on breach of the Contract or by 28 days notice. Termination must be by notice.
(b) This agreement will determine if either party
(i) (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or
(ii) (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies; or
(iii) becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or
(iv) has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or
(v) ceases, or threatens to cease, to carry on its business.

7.2 On Termination
Indigo River Creative Limited shall be entitled to keep the Deposit and payment on a quantum meruit basis for work done and time spent on the Goods and Services.

8 Exclusion of Liability

8.1 Liability
Indigo River Creative Limited accepts liability for its own negligence or faults in the Goods and Services, but only to the extent stated in this clause. Any claim brought by the Client must be brought within 2 months of delivery and / or completion of the Good and Services.

Indigo River Creative Limited does not exclude or restrict its liability for the death or personal injury resulting from negligence.

Indigo River Creative Limited’s liability to the Client in contract law or in tort or otherwise howsoever arising in relation to this Contract is limited to Indigo River Creative Limited’s charges for the Goods and Services.

Indigo River Creative Limited will not be liable to the Client for any loss or destruction of software or systems, temporary or otherwise, which occurs following use of the Goods and Services except and to the extent that it is caused by the wilful default of one of Indigo River Creative Limited’s employees.

Indigo River Creative Limited shall not be liable in any way in respect of any failure, delay or defect in the supply or use of the Goods and Services caused by the supply or specification by the Client of unsuitable material or content or by the reproduction of the Goods and Services by a third party.

Where such event could not reasonably have been prevented or controlled by Indigo River Creative Limited, Indigo River Creative Limited is not liable to the Client if any hardware or software used in conjunction with the Goods and Services malfunctions, fails or is otherwise unable to communicate with other systems or internet users (including where computer viruses have caused such failures) such that the use of the Goods and Services is hindered or impeded.

In any event Indigo River Creative Limited is not liable to the Client for the following loss or damage, howsoever caused and even if foreseeable by Indigo River Creative Limited:

(a) economic loss including loss of profits, business, contracts, revenues, goodwill, production and anticipated savings of any description;
(b) loss arising from any claim made against the Client by any other person; or
(c) loss or damage arising from the Client’s failure to fulfil its responsibilities or any matter under the control of the Client.

8.2 Force Majeure
Indigo River Creative Limited is not liable for any breach of this Contract caused by matters beyond its reasonable control including acts of God, fire, lightning, explosion, terrorism, war, disorder, flood, industrial disputes (whether or not involving Indigo River Creative Limited’s employees), weather of exceptional severity or acts of local or central government or other authorities.

8.3 Production
Unless otherwise agreed in writing Indigo River Creative Limited will arrange and oversee all production and post-production related to the Goods and Services. Should it be agreed that the Client arranges ay production work itself, then in regard Indigo River Creative Limited shall not be responsible for the booking, supervision or quality control of any relevant facilities, nor will it be responsible for payment of any related charges.

8.4 Compliance with Local Laws
It shall be the sole responsibility of the Client to ensure that the Goods and Services comply with all local laws (whether consumer, public or civil), regulations and codes in all countries in which use is intended. It shall also be the Client’s responsibility to ensure that the Goods and Services carry all disclaimers, warnings and public information which any competent lawyer of the Client in any of the relevant jurisdictions would advise.

Accordingly the Client agrees to indemnify and hold harmless Indigo River Creative Limited and Indigo River Creative Limited’s agents and employees from any liability, cost, loss, damages award, sum payable by way of settlement or other expense of any kind (including reasonable legal fees) arising from any claim, demand or action alleging that the Goods and Services or use of them are contrary to any law, code or regulation in any country.

9 General

9.1 Accessibility
Our websites have been designed to be accessible to as many people as possible. If you or someone who uses your site has difficulty using it, please let us know and we will do our best to rectify this in future maintenance and development.

9.2 Privacy Policy
You are required by law to provide a privacy policy to visitors to your site. Your site will therefore not go live until this is implemented.

9.3 Web Browsers
Our websites are built and constructed to be useable on the following browsers, Internet Explorer 8 onwards, Safari, Mozilla, Firefox and Opera. We no longer support Internet Explorer 7. If you require your website to be viewable on a specific web browser, this will incur an additional cost.

9.4 Phone Browsers
Due to the wide range of different phone technologies we will not specifically build websites to work on phone browsers. If you require your website to be viewable on a specific phone web browser, this will incur an additional cost.

9.5 Social Networking Sites
We link our sites (if required) to a selection of Social Networking Sites. e.g. We will create a Facebook business profile/page if you do not already have one.
We can update and manage your social networking pages for you, at an additional cost. Indigo River accepts no responsibility for the accounts once they have been made live and the client is managing them.

9.6 C Panel Access
We do not provide direct access to the CPanel back end system; this is due to security issues. If you require any further information please enquire.

9.7 Email Account Setup
IR do not accept responsibility for the installation of email accounts on clients hardware, this remains the responsibility of clients IT department, we can however recommend our preferred partner for technical support if required.

9.8 Software
Indigo River Creative Limited do not install software or hardware on the clients premises or otherwise. We would look to work alongside your IT department or external IT partner should the case arise. Indigo River Creative Limited only provides support for email and web hosting. Any issues with client’s hardware or software either past or present are not the responsibility of Indigo River Creative Limited. These issues if any are not transferred to Indigo River Creative Limited automatically and it is not to be assumed that we will put these issues right under our web and email hosting when we take over your email and web accounts. The email and web hosting we use does not and cannot affect the clients software or hardware.

9.9 SSL Certificates
Indigo River Creative Limited will provide SSL Certificates via a third party supplier. SSL Certificates will be applied once funds have cleared Indigo River Creative Limited’s bank account. In the case of renewal, if payment is not recieved and cleared by renewal date, the SSL Certificate will expire. This can cause website downtime, and can take upto 72 hours from cleareance of funds to be resolved.

9.10 Web Hosting
Indigo River Creative Limited will provide Web Hosting via a third party supplier. For this reason Indigo River Creative Limited can not be held responsible for any server downtime, loss of emails and loss of website data/content.

10 Search Engine Optimisation

10.1 Basic SEO
With all our sites we will build in page titles, keywords and descriptions. (please see separate sheet Basic SEO explained)

10.2 Additional SEO
We do not offer extended SEO. We do, however, work with a preferred selection of third party SEO Specialists.