Should you appoint Polyspiral Limited to perform work for you then the following general terms and conditions will apply.
Parties to the agreement will be specified between us in writing.
Commencement Date: Date to be agreed in writing between the parties.
Services: Provision of IT and Design services.
During the Engagement the Service Provider shall:
(a) provide the Services with all due care and skill: and
(b) promptly give to the Client all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services.
2. Fee Basis
The basis of the Service Providers charging arrangements for individual projects will be confirmed to the Client in advance in writing by the Service Provider.
Fees are generally charged in one of two ways – as a fixed fee or on a time charged basis.
Where the extent of professional services required can be adequately determined prior to commencement of the Service Providers involvement, the Service Provider will generally provide a written quotation of a fixed fee based on the agreed scope of services. Fixed fees will be expressed as a ‘lump sum’ figure. Fixed fee quotations exclude Expenses which will be charged separately.
Unless otherwise specified the hourly charge out rate is such amount as is notified to the Client by the Service Provider in writing from time to time OR at £75 per hour The Service provider reserves the right to amend the standard hourly charge out rate on advanced written notice from time to time.
The Service Provider shall bill, and the Client shall reimburse the Service Provider, for all reasonable and pre-approved out-of-pocket expenses that are incurred in connection with the performance of the Services.
In the event of invoice collection enforcement, the Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorney’s fees, courts costs, and collection agency fees.
Where the extent of the Service Providers involvement in a project or instruction cannot be determined with certainty before commencement, then fees will be based on the time expended and expenses incurred in dealing with Client instructions.
Quotes for work are valid for thirty days, after which the Service Provider reserves the right to change the price or description of work upon provision of an updated quote.
Schedule 1 sets out certain general provisions which any individual project instruction will be subject to where applicable.
Project Instruction Sheet
A Project Instruction Sheet in the format shown at Schedule 2 hereto will be completed by way of a written quote for any specific Client instructions and must be signed off by both parties before commencement of any particular work.
4. Payment Terms
The Service Providers payment terms are 28 days net from date of invoice. The Service Provider reserves the right to charge interest at 10% over the base rate of Barclays Bank plc. on any accounts which are not paid within 28 days of the date when an invoice is rendered to the Client.
Where a complaint is initially made verbally, the Complainant will be requested to send a written summary of the complaint to a Director of the Service Provider. Once the written summary is received, the Service Provider will, under normal circumstances, respond in writing within 7 days to set out the Service Providers understanding of the circumstances leading to the complaint. The Complainant will be invited to make any comments in relation to this. Within 21 days of receipt of such further written comments, the person dealing with the complaint will provide a written outcome of the investigation to let confirm what actions if any have been or will be taken.
6. Suspending and Terminating Instructions
The notice provisions applicable to any particular work will be recorded on the relevant Project Instruction Sheet.
In any event either party may terminate or suspend the contract on written notice in the event of the other becoming insolvent.
In the event that any invoices become overdue, the Service Provider reserves the right to suspend performance without further notice.
Payment Upon Early Termination: In the event of early termination by the Client in accordance with the notice provisions set out under the Project Instruction Sheet, the Service Provider shall be paid for any portion of the Services that have already been performed prior to the termination taking effect.
If the Client terminates early in breach of the termination provisions set out in the individual Project Instruction Sheet then the Service Provider will be entitled to be paid in lieu of any work which it would otherwise have expected to complete under the terms of the relevant Instruction if it had not been so terminated by the Client.
The Service Provider shall:
(a) comply with all applicable laws, regulations, and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 ;
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(d) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Service Provider in connection with the performance of this agreement;
(e) ensure that all persons associated with the Service Provider or other persons who are performing services in connection with this agreement comply with this.
8. Confidential Information
The Service Provider acknowledges that in the course of provision of Services, the Service Provider may have access to Confidential Information.
The Service Provider shall not (except in the proper course of this agreement), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use best endeavours to prevent the publication or disclosure of any Confidential Information. This restriction does not apply to:
(a) any use or disclosure authorised by the Client or required by law; or
(b) any information which is already in, or comes into, the public domain otherwise than through the Service Provider's unauthorised disclosure.
9. Data Protection
The Service Provider shall comply with relevant obligations under the GDPR when processing personal data relating to any employee, worker, Client, client, supplier or agent of the Client.
Should the Client decide to grant the Service Provider access the Client’s electronic systems including provision of passwords, the Client does so entirely at their own risk, and the Client remains fully responsible for ensuring the security of its data. The Client will be solely responsible for any loss, liability or violations that might occur as a result of such access and indemnifies the Service Provider in respect of the same.
In the performance of its obligations hereunder, the Service Provider shall have the right, in its sole discretion, to assign, transfer, charge, delegate or subcontract its rights and responsibilities to any third party, provided that the Service Provider shall remain responsible for the performance of any such third party.
11. Office Hours and communication
Office hours are Monday to Friday, 9:00am to 5:00pm. Email is to be the primary form of communication between the Client and Service Provider. The Service Provider is available for phone calls during office hours only.
12. Insurance and Liability
Any notices served under this agreement must be provided in writing and must be sent by email or postal delivery to the postal address last notified to the relevant party.
13. Governing law and Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation.
Schedule 1 Project Guidelines
The Service Provider makes an ongoing charge of £10 per year for registration of single domain names. If you choose this service, then please note that there will be a recurring annual invoice issued in respect of annual registration.
Any domain names registered by the Service Provider on behalf of the Client will be registered in the Client’s name, provided you supply contact details to do so. The Service Provider will remain the technical contact.
The Service Provider will set the DNS settings to point to the Clients website and email, depending on what the Client has requested
If you (the Client) change the DNS settings and this has a negative impact on your email or website the Service Provider will charge £75 per hour to rectify the issue.
DNS changes - If the client requests changing of DNS settings, this is deemed as chargeable work at £75 per change.
Website hosting and security care package
3 month rolling contract.
Included in website hosting and security care package
Security updates for WordPress and Drupal
Free SSL certificate
Up to 5 x branded email addresses
One-to-one website support - single one hour session provided via phone, skype or meeting.
GDPR compliant data hosting in UK
Access to helpful instructions, videos and blog
WordPress online guide
Bespoke instructions for Drupal Clients
Spam and DDoS attack prevention and management
Fix any website issues
Multiple websites from one Client
Each website hosted will be charged individually, a discount may be applied subject to Service Providers absolute discretion.
Software and Restore from backups
If clients have installed plugins, modules or any other software that damages websites workings, then an hourly fee will be applied to fix the website. Restore from Backups will incur a fee of £75 per hour
Specifications for websites are outlined in the original Project Sheet which also comprises the Service Providers quote.
Any deviation or requests for changes or additions to a website whilst in development will be requoted for and charged as extra work. Deposits for logo design and websites – deposits are non- refundable unless work is cancelled by the Service Provider.
The Client is responsible for their data. The Service Provider in accordance with GDPR does NOT keep client’s email passwords, website login passwords, or social media passwords, or merchant account passwords such as PayPal or Stripe, whether or not the Client gives consent to do so.
If the Client finds themselves locked out of their email or website then the Service Provider can reset the password but will not store the password and send it to the client. Clients are responsible for their login details not The Service Provider.
Third party software
Polyspiral will install any third party apps if instructed and agreed by the Client. But will not provide ongoing one-to-one support in respect of use of Aps to clients for any third party software such as Mailchimp, Constant Contact, Gmail, OutLook or any other service. If a client wishes to use third party software Polyspiral will charge to integrate this software into the website if needed.
Copyright and intellectual property rights
Polyspiral claims no copyright in material submitted to us for the purposes of fulfilling the Project Instructions.
The Client warrants that the Client owns or controls all rights, has obtained all copyright, or has permissions, consents and waivers now and hereafter required for all copying, processing, scanning, printing and manipulation to be undertaken by Polyspiral
The Client also warrants that no copyright or moral rights will be infringed by Polyspiral carrying out the requested work. The Client agrees to indemnify Polyspiral against all losses, damages, claims or expenses which Polyspiral may incur by virtue of any breach of the above warranties. Polyspiral shall update the Clients website upon request with materials provided from time to time by the Client. The Client shall ensure that the materials do not fringe any applicable laws regulations or third party rights. Updates will incur an hourly charge.
The Service Provider is not a computer specialist and therefore not qualified to fix hardware or software issues
Schedule 2: Sample Project Instruction Sheet
PROJECT INSTRUCTION SHEET
Name of Project……………….Project reference………………
Project specification – i.e. summary of work to be performed
[Insert details / description of project work]
Commencement of project
[Insert details ]
Time Scale for completion and key stages
Termination of project
[Insert details e.g [ DATE ] OR [upon either party providing the other with not less than INSERT months notice ] Or [ upon completion of work specified which is estimated to be completed on or around DATE]
Written Notice required for early termination by either party
Insert details – e.g three months notice either way OR [ Early termination is not permitted other than in accordance with clause 6 of the Service Providers Terms and Conditions]
Project Specific Agreed fees
[Deposit: insert details]
Daily rate: [ £600 ] inclusive of any vat
(a day means 8 hours of work not including any breaks)
Payment terms: Monthly in arrears upon production of approved invoice and subject to the terms of the agreement for provision of consultancy services.
Insert/check final details for each project
[All reasonable out of pocket expenses incurred by the Service Provider in the course of provision of Services under this contract will be reimbursed by the Company subject to production of acceptable receipts or vouchers. Please see also Service Providers Expenses Guidance]