These terms and conditions apply in respect of all work undertaken by B Online.
1. Definition
1.1. The definitions and interpretation set out in this condition 1 apply to the Contract:
1.1.1. Contract: the agreement made between B Online and the Client as set out in these Conditions;
1.1.2. Client: the person, firm or company referred to in the Quotation who purchases Services;
1.1.3. Client Material: all Documents, information and materials provided by the Client relating to the Services including (without limitation), computer programs, information, materials, copy, data, reports and specifications;
1.1.4. Deliverables: all Documents, products, digital content and/or materials in any form, including computer programs, data, reports and specifications (developed by B Online or its agents or subcontractors) and delivered in relation to the Services;
1.1.5. Document: includes, without limitation, in addition to any document in writing, any drawing, plan, diagram, design, picture or other image, proof, disk or other device or record embodying information in any form;
1.1.6. Quotation: The cost for services provided by B Online to the Client;
1.1.7. Services: the services provided by B Online under the Contract as set out in the Quotation, together with any other services which B Online provides, or agrees to provide, to the Client;
1.2. These Conditions shall prevail over any Client terms of business offered by or on behalf of the Client, or implied by law, trade custom, practice or course of dealing. The Client’s standard terms and conditions (if any) shall be deemed to be expressly rejected by B Online.
2. Formation of the Contract
2.1. The acceptance of a Quotation for Services by B Online constitutes an offer by the Client to purchase the Services specified in it on these Conditions. The Client will be deemed to have accepted a Quotation when it either signs the Quotation or otherwise communicates to B Online that it has accepted the Quotation and payment of deposit (where applicable) has been received.
2.2. Any Quotation is valid for a period of fourteen (14) days from its date, provided that B Online has not previously withdrawn it in writing.
3. Commencement of the Service
3.1. The Services shall be provided by B Online to the Client from the date agreed by the parties or if earlier the date referred to at condition 2.1.2.
4. B Online’s Obligations
4.1. B Online shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Client, in accordance with the Quotation.
4.2. B Online shall use reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
5. Client’s Obligations
5.1. The Client shall:
5.1.1. co-operate with B Online in all matters relating to the Services;
5.1.2. provide to B Online, in a timely manner, such Client Material and other information as B Online may reasonably require and ensure that such information is accurate in all material respects;
5.1.3. ensure that all Client Material is owned by the Client, or, if not, ensure that the Client has permission from the legal owner to enable B Online to legitimately use the Client material in the provision of the Services;
5.2. The Client acknowledges that the late supply of Client Material may have an impact on B Online’s ability to deliver the Services. If B Online’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, B Online shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
5.3. The Client shall indemnify B Online, from and against, all costs, charges or losses sustained or incurred by B Online arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to B Online confirming such costs, charges and losses to the Client in writing.
5.4. The Client shall indemnify B Online against all losses, costs or charges it may incur arising as a result of any action, claim or threatened claim (as applicable) that B Online’s use of the Client Material in accordance with the Contract constitutes an infringement of the intellectual property rights of a third party.
6. Charges & Payment
6.1. In consideration of the provision of the Services by B Online, the Client shall pay the charges as set out in the Quotation.
6.2. Unless otherwise agreed in writing by B Online and subject to condition 7.2 (where applicable), fifty per cent (50%) of the total price for the Services must be paid to B Online prior to B Online commencing the Services and fifty per cent (50%) of the total charges shall be paid by the Client to B Online (without deduction or set-off) upon delivery following completion of the Services.
6.3. All invoices are payable on receipt of the invoice by the Client as payments dictate progression of the project at specific milestones. If invoices are not paid with immediate effect, B Online has the right to desist working on the project until payment is made. Any other payment terms agreed between the Client and B Online must be confirmed in writing by B Online.
6.4. All charges quoted to the Client shall be exclusive of VAT, which B Online shall add to its invoices at the appropriate rate;
6.5. Unless otherwise stated in writing any price and daily rate contained in the Quotation excludes:
6.5.1. VAT, which B Online shall add to its invoices.
6.6. All additional work requested by the Client, which is requested following commencement of the Services and which is outside the scope of the Quotation (including any services necessarily procured in order to carry out the Services) shall be regarded as additional to the cost given in the Quotation and will be invoiced separately.
6.7. All charges listed in Quotations are estimates and are subject to final confirmation of technical specification.
6.8. The Client shall be entitled to request up to three (3) sets of amendments to the design work/artwork supplied for approval. Any amendments requested by the Client in addition to the three (3) sets permitted amendments may be deemed to be additional work and may be charged at B Online’s standard hourly fee rates.
6.9. If the Client believes that the design work does not conform to the description then it shall notify B Online within three (3) days of receiving the design work. If no notification is received then the design work shall be deemed accepted and to conform to the description of the Services in every respect. For the purposes of this condition 6.9 B Online’s liability for defects in the Deliverables shall be limited to the replacement of the Deliverables at no additional cost to the Client. Provided always that such defect is notified to B Online in accordance with this condition 6.9 and the Deliverables have been returned to B Online for inspection.
6.10. Once the Client has approved the Deliverables all further design work requested by the Client will be charged in accordance with the current rates of B Online.
6.11. Without prejudice to any other right or remedy that it may have, if the Client fails to pay B Online on the Due Date, B Online may:
6.11.1. charge interest on from the Due Date , accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand; and
6.11.2. suspend all Services until payment has been made in full.
6.12. Time for payment shall be of the essence of the Contract.
6.13. All sums payable to B Online under the Contract shall become due immediately on its termination. This condition 6.13 is without prejudice to any right to claim for interest.
6.14. B Online may, without prejudice to any other rights it may have, set off any liability of the Client to B Online against any liability of B Online to the Client.
7. Website Design & Development
7.1. Where requested by the Client, B Online will design and build a website or develop the Client’s website based on the brief agreed between the Client and B Online.
7.2. Payment for the Services shall be made in accordance with condition 6 above. The balance of B Online’s charges must be paid prior to the website going live. If any charges are not paid on or before the date for payment, B Online may suspend the provision of the Services and B Online will not upload the website to the Client’s server or supply the website files to the Client for use on any third party hosting server.
7.3. Once B Online has been paid in full for its website design and development services, B Online will provide a version of the Client’s website to the Client for the Client’s review and approval. If the Client believes that the website design and/or development does not conform to the brief then it shall notify B Online within 7 (seven) days of receiving the version of the website. If no notification is received within 7 (seven) days of receiving the final version of the website then the website shall be deemed accepted and to conform to the description of the Services in every respect. Once approval has been given by any means, which can include by email or verbally, B Online will release the website to the Client. On approval, B Online will have no liability for any errors or downtime due to changes being made to the website by the Client or any third parties.
7.4. B Online reserves the right to refuse to handle any material that it considers to be offensive, illegal or controversial.
7.5. Unless agreed otherwise, the Client agrees that B Online shall be free to use any ideas, concepts, know how or techniques used in the construction of the Client’s website for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products and any other items incorporating such information.
8. Website Hosting & Maintenance Services
8.1. Where requested by the Client, B Online will procure website hosting and maintenance services. B Online will use reasonable endeavours to provide a reliable and professional service.
8.2. Payment for hosting and maintenance must be paid in advance unless agreed otherwise, in which case, the Client must set up a standing order or direct debit to pay B Online’s charges on a monthly basis. B Online reserves the right to deactivate the Client’s website where the hosting and/or maintenance fees are not paid on time.
8.3. B Online cannot guarantee that website hosting will be available to the Client at all times, especially in the event of a failure beyond B Online’s control.
8.4. For the purpose of maintenance services, website hosting may have to be suspended for short periods of time. B Online will endeavour to notify the Client of any such periods in advance.
8.5. As B Online engage a third party for website hosting and maintenance, B Online will have no liability in respect of these services. Any issue or claim in relation to hosting should be made by the Client to the hosting company, details of which shall be provided to the Client by B Online.
9. Digital Marketing, Search Engine Optimisation (SEO) and Pay Per Click (PPC) Services
9.1. B Online will provide the Digital Marketing Services detailed in the Quotation. Such services shall include an initial SEO and PPC set-up and ongoing SEO or PPC services shall be provided as agreed upon.
9.2. B Online will use reasonable endeavours to improve the position of the Client’s search engine results, but, do not guarantee any specific placement or higher placement on search engine results.
9.3. B Online will have no liability for any changes in position of the Client’s website on search engine results and the Client acknowledges that B Online has no control over the policies of search engines with respect to the type of website and/or content that they accept or the way in which websites are ranked either now or in the future.
9.4. Where B Online recommends that the Client takes certain technical actions in order to allow B Online to provide the services detailed in this condition 9 then the Client agrees to implement such recommendations. Where the Client fails to do so it acknowledges that B Online will not be liable for failing to perform such services.
10. Liability
10.1. To the extent permitted by law, B Online does not accept any liability in contract, tort or otherwise for any injury, damage, loss (including consequential loss), delay, additional expense or inconvenience caused directly or indirectly by the acts, omissions or default, whether negligent or otherwise, of third party providers over whom we have no direct control, force majeure or any other event which is beyond our control or which is not preventable by reasonable diligence on our part.
11. Termination
11.1. The cancellation fees shall be determined with reference to the date on which the request to cancel is received by B Online and are expressed hereinafter as a percentage of the total price paid for the cancelled Service.
11.1.1 The cancellation fee will be at minimum the non-refundable deposit of 50%.
11.1.2 The cancellation fees can be as much as 100% of the quoted amount.
11.2. Without prejudice to any other rights or remedies which the parties may have either party may terminate the Contract immediately upon written notice in the event that:
11.2.1. the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 (fourteen) days of that party being notified in writing of the breach; or
11.2.2. the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
11.2.3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
11.2.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
11.2.5. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
11.2.6. a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
11.2.7. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
11.2.8. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
11.2.9. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
11.4. On termination of the Contract for any reason:
11.4.1. the Client shall immediately pay to B Online all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, B Online may submit an invoice, which shall be payable immediately on receipt;
11.4.2. the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
12. General
12.1. B Online shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lockouts or other industrial disputes (whether involving the workforce of B Online or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
