These Terms and Conditions were last modified on 26th July 2020
"Digital Affinity" means Digital Affinity Solutions Limited of Milford Street, Derby.
"Client" means any individual, company, partnership, organisation or body requesting the services of Digital Affinity.
"Agreement" means the contract between Digital Affinity and the client to which these conditions will apply.
"Order" means confirmation by the client of their acceptance of the quotation given by Digital Affinity.
"Deliverables" means the services and work product specified in the Quotation and Proposal to be delivered by Digital Affinity to the Client, in the form and media specified in the Quotation.
The client's request for work to commence shall be deemed a contractual agreement between the client and Digital Affinity. Digital Affinity will carry out work only where an agreement is provided either by email, telephone or mail. Digital Affinity will carry out work only for clients who are 18 years of age or above. An ‘order' is deemed to be a written or verbal contract between Digital Affinity and the client; this includes telephone and email agreements.
If images, text, animations, layouts or any other content for a Deliverable is provided by the client, it is their legal responsibility to ensure that this material does not infringe any copyright. Digital Affinity cannot take responsibility for any copyright infringements caused by materials submitted by the client. Digital Affinity reserves the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use this material.
The client agrees to defend, indemnify, and hold Digital Affinity harmless against claims against material added to a Deliverable at any time, which infringes or allegedly infringes on the proprietary rights, legal and/or civil rights of any third party.
Design concepts can include site mock ups, graphics and design proposals. The client agrees that (unless specifically agreed otherwise) only one concept will be provided by Digital Affinity. The client should ensure that they have provided as much information as possible pertaining to colour schemes, artwork and design requirements beforehand. Note: Design concepts and associated graphics remain the property of Digital Affinity unless otherwise agreed.
Certain images provided by Digital Affinity may have been purchased under licence from stock image suppliers. These images are generally only licensed for use in a Deliverable. The licence may not permit them to be used in publicity material. The Client is legally responsible for ensuring that this does not happen. If the Client wishes to use any such images from the Deliverable for other purposes, they are required to contact Digital Affinity to clarify whether this is appropriate. The client agrees to meet all third party costs arising from the purchase of stock photography as well as any administration fees relating to the procurement of images imposed by Digital Affinity.
Digital Affinity retains ownership of all intellectual property, including source code and original images created for the client until payment of the final invoice. At this time ownership rights of imagery will be transferred to the client. Any scripts, CGI applications, PHP scripts, or software written by Digital Affinity remain the copyright of Digital Affinity (unless an alternative arrangement has been agreed prior to the contractual agreement) and may only be commercially reproduced or resold with the permission of Digital Affinity.
Digital Affinity cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care is taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client to ensure that all software is functioning correctly before and during use. Where applications or sites are developed on servers not recommended by Digital Affinity, the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed on servers not recommended by Digital Affinity, it is the client's responsibility to provide a suitable testing environment which is identical to the final production environment. The client is expected to test fully any Deliverable developed by Digital Affinity before it is made generally available for use. Where "bugs", errors or other issues are found after the Deliverable is live, Digital Affinity will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.
The client agrees to make available as soon as is reasonably possible to Digital Affinity all materials required to complete the site to the agreed standard and within the set deadline. Digital Affinity will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
All third party costs arising from the registration of a domain name shall be met by the client. Domain names registered on behalf of the client by Digital Affinity are property of the client. In these circumstances, Digital Affinity acts as administrator on the client's behalf. Digital Affinity agrees to transfer any domain names to the client immediately upon request.
For sites and domains hosted by Digital Affinity, clients will have a dedicated and secure hosting infastructure. This is maintained by a data centre in a secure environment with 24 hour technical support and a 99.95% uptime guarantee provided to Digital Affinity. Digital Affinity reserve the right to refuse to handle in any way material which may be deemed offensive, illegal or in any way controversial, and also to terminate the hosting service should the necessity arise without liability for loss of business.
We will endeavour to maintain network stability and satisfactory service levels, however:
We may from time to time perform routine maintenance, service and upgrades. We will endeavour to act on such instances at the most convenient times and provide reasonable notice by any means we deem satisfactory
We may experience outages beyond our control caused by any of the following; force majeure (any 'act of god' including those induced by negative human activities), war, invasion, act of hostilities, civil war, rebellion, military power or confiscation, terrorist activities, nationalism, governmental/quasi-governmental sanction, restraint, embargo, prohibition or intervention, blockage, labour dispute, general strike, lockout or failure of utilities (electricity, telephone, etc), failure of hardware (our hardware as well as third party), failure of software, failed software or hardware upgrade or any other failure as caused by Digital Affinity, our suppliers or any third party
We may, at our discretion provide notification of outages whether planned or unplanned
You release us from any claim or potential claim with relation to outages and any loss of business/service suffered by you or any third party
Travelling time to and from customer premises or other meeting places is not generally included in any quotations or estimates. Digital Affinity reserves the right to make a charge for travelling time at the current hourly rate. Likewise Digital Affinity reserve the right to charge for travelling expenses based on 40p per mile. (NOTE: Digital Affinity do not charge for travelling time or expenses incurred during the quotation process, i.e. before approval for work to commence is received).
After work on a Deliverable commences, any fees paid are not refundable.
Unless otherwise agreed, payment is only accepted by direct bank transfer (BACS or CHAPS), cheque or bankers draft in UK Pounds Sterling. If a cheque is returned by the bank as unpaid for any reason, the client will be liable for an additional administration fee of £35 +VAT.
The price quoted by Digital Affinity to the client is for the work specifically agreed on the quotation only. Should the client decide that changes are required after work on the Deliverable has commenced, these changes must be agreed. Any additional costs will also need to be agreed prior to the work being started. Unless otherwise agreed any quotation provided will be valid for 30 days from the date of issue.
Should the client wish to cancel at any point during the project they shall remain liable for the work that has taken place and shall be invoiced accordingly. There are no exceptions to this, i.e. if the client decides they no longer want the site, as they have commissioned the work (whether a deposit has been paid or not) they are still obliged to pay for the work that has been done up to the point of cancellation.
A deposit may be required from any new client before any work is carried out. If Digital Affinity undertake a project which is large or deemed to be of significant duration then interim payments may be required at agreed milestones within the project. Invoices for any remaining balance are only issued when the client accepts that their Deliverable has been completed to their satisfaction. Digital Affinity reserves the right not to release a Deliverable until full payment has been received.
Any outstanding accounts for work carried out by Digital Affinity or its affiliates are required to be paid in full, no later than 30 days from the date of the invoice. Digital Affinity reserves the right, in its sole discretion, to deactivate hosting services for clients with unsettled accounts. When this occurs an additional minimum charge of £50 + VAT will be required to have the site restored.
Accounts that have not been settled within 14 days of the due date will incur a late payment charge of 10% of the amount outstanding. Any unpaid balance due shall bear interest at the rate of 8% compounded per annum, and costs of collection, including Court costs and reasonable legal fees shall be added as principal amounts to such balance.
Deliverables will be handed over as a fully functioning, completed work. Unless a support contract has been arranged, Digital Affinity is not responsible for support. Support can be provided upon request for an agreed fee. Deliverables are offered as a single contract and no guarantee of the availability or compatibility (including rendering compatibility with future browsers or future versions of existing browsers) from Digital Affinity is offered unless an ongoing support package has been agreed.
Digital Affinity develops Deliverables in accordance with the client's specifications. It is the client's responsibility to ensure that the Deliverable and its content comply with current online trading laws and regulations. Digital Affinity cannot accept responsibility for any failure to comply with laws and regulations related to accessibility, selling online or those related to a specific business or trade. Research can be undertaken on the client's behalf upon request, but in any business where complex compliance issues may exist it is recommended that the client takes legal advice.
A link to Digital Affinity will appear in either small type or by a small graphic at the bottom of the Deliverable. If a graphic is used, Digital Affinity will design it to be sympathetic to the overall site design.
Should Digital Affinity waive any of these terms on an individual basis, this shall not affect the validity of remaining clauses or commit Digital Affinity to waive the same clause on any other occasion. By agreeing to these terms and conditions your statutory rights are not affected.
Digital Affinity reserves the right to change or modify any of these terms or conditions at any time. Should clarification of any of the above be required please contact us.
This Agreement shall be governed by English Law.
