1. DEFINITIONS

The following terms and conditions document is a legal agreement between Palm Tree Development Studios, hereafter “Developer”, and any individual or business entity seeking to employ the services of the Developer, hereafter “Client”, for the purposes of web site design or development or Software design or development. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.

Developer is an Internet software development and web design provider offering the Client graphical design and development in HTML, CSS, C++, C# and other related computer programming languages.

2. ACCEPTANCE OF WORK

Quotations are valid for 10 working days from date of issue.

When the Client requests a quote from the development the quote given to the client by the Developer represents an unconfirmed offer to the Client to perform services. No contract exists between Client and Developer until a Contract of Work is signed by both Client and Developer. The Contract of Work can be signed digitally or physically and is equally valid when signed in either form.

The Contract of Work will contain the agreed upon project specifications, method of payment, this document and any additional terms and conditions.

Any other services that might be wanted or required by the Client which have not been included in the Contract of Work do not form part of the contract and the Developer reserves the right to refuse such services or perform such services at additional charge to the Client.

Developer reserves the right to withdraw from contract at any time prior to acceptance.

3. PERMISSION AND COPYRIGHT

All pages, images, text and code on Developer's web site at http://www.palmtreedevelopment.com/ is copyrighted material.

Client and any visitors to the Developer's web site at http://www.palmtreedevelopment.com/ may not use any of the pages, images, text or code on the web site for use on Client's or visitors own web site or to create a web site or templates without prior written permission from Developer.

Copyright of the completed software, web designs, images, pages, code and source files created by Developer for the project shall be with the Client upon final payment only by prior written agreement. Without agreement, ownership of created software, designs and all code is with the Developer.

These terms of use, regarding web sites, grant a non-exclusive limited license so that the Client can use the design on one web site on one domain name only. The Client is not permitted to use a design for more than one website without prior written agreement between the Client and the Developer.

These terms of use, regarding software, grant a non-exclusive limited license so that the Client can install and use the software on a maximum of one device unless prior written agreement between the Client and the Developer states otherwise.

Client agrees that resale or distribution of the completed files in full or in part is forbidden unless prior written agreement is made between the Client and the Developer.

Client hereby agrees that all media and content made available to Developer for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend Developer from any claim or suit that may arise as a result of using the supplied media and content.

Client agrees that Developer may include development credits and links within any software, code, Developer designs, builds or amends.

Client agrees that Developer reserves the right to include any work done for the Client in a portfolio of work.

4. MATERIAL AND CONTENT

Developer reserves the right to refuse to handle or create:

a) Any material which is unlawful or inappropriate;

b) Any material which contains a virus or hostile program;

c) Any material which constitutes harassment, racism, violence, obscenity, harmful intent or spamming

d) Any material which constitutes a criminal offence, infringes privacy or copyright

e) Any other questionable material at Developers own discretion

4.1 Web Design Services

It is the clients' responsibility to provide all content for the website unless specified explicitly in prior written agreement between the Client and the Developer. Ideally the content should be provided as a word document with no more than one page per website page (see content below). The content will be pre-loaded on the website if received no later than 4 weeks from the date of purchase. Any specific images required must also be provided via email or on a disk (not returnable) to our registered address.

Palm Tree Development Studios will only use materials that are in accordance with copyright laws and the Client will not provide material to Palm Tree Development Studios for use in a web site design that violates such laws. If amendments are needed to the supplied content then the it is down to the designers discretion if a charge is to be applied for time spent on amending content.

We grant the client non-exclusive use of all material created and designed by us for use in the web site created by us under this contract.

We reserve the right to feature your website on our portfolio as displayed on our website. This is good for you since we will also provide a link through to your live website.  

The Websites link must remain in the footer area of the client's web site for the duration of the websites life, if void we reserve the right to reinstate the link.

4.2 Regarding Software Development

It is the clients responsibility to provide content for the software development project or ensure it’s creation is included in the project specification, agreed upon in the contract of work between Developer and Client. Any content that is created for the project that is not included in the project specification may be subject to additional charge to the client at the discretion of the Developer.

Palm Tree Development Studios will only use materials that are in accordance with copyright laws and the Client will not provide material to Palm Tree Development Studios for use in a software development project that violates such laws.

5. DOMAIN NAMES AND HOSTING

The Developers act as agents between the hosting company and the client. We arrange the hosting on behalf of the client without charge.

Once your site has been uploaded to the web and is live any problems with the hosting of the website is down to the Hosting company, any problems with the server (errors etc) will be the responsibility of the outside hosting company and not the Developers. It is the client’s responsibility to alert the Developer with any errors/problems and the developer agrees to rectify the situation in contact the Hosting Company on the Clients behalf.

If for some reason there is a major problem with the servers and your website information is lost, then the responsibility and liability will remain between the Hosting Company and the Clients. If you request help from the Developer then we will charge for re-upload or design of the site if the site has been lost due to server errors. The Developer accepts no responsibility for any loss/damage of any files on any server.

The Developer reserves the right to charge clients for the hosting of the website, at anytime. Any changes to the hosting and / or email will also be a chargeable event.

The Client agrees to take all legal responsibility for use of third party domain name, hosting and email services and hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client's publication of material and use of the domain name, hosting and email services. Any support or payment due relating to the domain name, hosting and email services are to be made between the Client and the third party service.

Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account which the Developer requires to upload the web site if required as part of a project.

Developer reserves the right without notice to refuse work with domain names or hosting and email services without reason for such rejection or refusal.

6. PROJECTS

6.1 Web

Before the website is made live, it is the clients responsibility to make sure that all the content is as wanted, and that they are happy with everything. Once the site has been made live then any changes to the site including any additional extras including unused features will be charged at an hourly rate(specified in your contract of work).

This checklist is for your guidance.

Check all pages display correctly.

Are all telephone number, emails and address on the website correct.

If relevant, are your VAT and company details displayed in the footer.

Check for typos and spelling mistakes.

Once the site is live and the check has been made (within a 24 hour period) any changes to the text content will be charged at the normal rate.

You should check to see if your website is being indexed by google. This can take a number of weeks. You can check by entering your full website URL into the google search and checking that the results do point to your website.

Whilst we endeavour to ensure that everything is as requested, it is the client's responsibility to check and inform us of any errors as soon as possible. Modifications requested after the site has been made live will be charged at an hourly rate (specified in your contract of work).

All alterations for web sites are to be requested in writing either by email or postal mail by the Client. After the specified allowed hours of alterations have been completed, the Developer reserves the right to advise the Client as such and send a separate quotation to the Client and to request payment for any further alterations. Developer reserves the right to request payment be received for further alterations before continuing work.

Client agrees to provide any needed information and content required by Developer in good time to enable Developer to complete a design or web site work as part of an agreed project.

Unlimited Redesigns

This is valid for the first draft, The Developer will redesign the first draft until the client is happy with the initial design. Once the initial first draft is approved it is down to the designer’s discretion to make any amendments, and a charge will be levied for amendments for any changes to the actual design after this period. The redesign charges do not apply to content.

First draft

Is the template draft design, once the client is happy with the “first draft template” and ask for more pages to be added, this will be seen as approval, it is down to the client to make sure the first draft template is as wanted, and the Developer will make amendments as requested. If changes are needed to the design after the first draft has been approved then the Developer will charge for the design work needed.

Logo

The Developer offers a basic web logo with most packages - if you are not happy with the free basic logo the Developer is happy to redesign it up to three times. The Basic Logo is only for the website, if the logo is required as an image file there is a fixed fee to be paid for each different image format. This will be at the Developers discretion and will be a fair and reasonable amount based upon time taken and market rates.

Content Size

Each web page is recommended to be no more than one A4 size of text at minimum size 12 font in Arial on a word document. Any extreme amounts of content may be subject to extra charge at the Developers discretion.

Content

All content (page wording, images etc) should be sent over exactly as the client wants it to appear on the website. If any changes are required to the content during the design period and once the site is live, the changes will be charged at the web designers usual rate. If the content can not be displayed as desired by the Client due to technical reasons, other options will be discussed with the Client at no extra charge.

Web Design & SEO  

The website will be submitted to Google and will include Meta Tags and a website description upon the clients request. The Developer does not guarantee a particular ranking in any search engine and in any search results.

Email

The Developer will build and create a web form with most packages, it is the Clients responsibility to make sure the email account the form sends to is functioning properly. In the event of the email account the form sends the information to, is not receiving the information the Developer will test it on a free email account which the Client will have access to.  The Client agrees that it is not the responsibility of the Developer, but of the email provider.

The Developer provide unlimited email accounts with all Hosting packages.

Website Files

The Developer will provide the Client with a hard copy of all files used to display the website. In the case that the Client wishes to obtain hard copies of the production files, this will incur extra cost at the Developers discretion.

The Client agrees that a HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by the vast number of Internet browser software available. The Developer agrees to try and match the design as closely as is possible when building the code.

Developer endeavours to create pages that are search engine friendly, however, Developer gives no guarantee that the site will become listed with search engines or of certain search results. In no event shall the Developer be held liable for any changes in search engine rankings as a result of using the Developers code.

If an error or issue with the design or code arises during the project due to reasons out of the developers control, which does not allow the design or code to match the original specification, then the Client agrees that the Developer can apply a nearest available alternative solution.

After site completion, the Client or a third party may wish to edit their web site code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If the Client or a third party edits the web site code and this results in functionality errors or the page displaying incorrectly, then Developer reserves the right to quote for work to repair the web site.

Developer reserves the right to assign subcontractors in whole or as part of a project if needed.

The website layout will be based on the Clients choice of design or template and will be discussed and agreed before work is carried out. The design time given, which includes first draft and completion dates are estimates, and the client agrees that the dates are only rough estimates

The Client agrees that it is their responsibility to have regular backups of their website and software made by themselves or third party services in case of a software or hardware failure.

All communications between Developer and Client shall be by telephone, email, Skype or postal mail, except where agreed at Developer's discretion.

CMS Unlimited Pages & E-commerce Web Design Packages

The clients is responsible for adding their own content and products to these specific package products. The Developer supplies instructions and support but is not legally obliged to add content for the client. These packages are clearly labelled and also state that the client will add their own content. This includes; categories, sub-categories, products, text, menu options and pages. The Developer is contracted to only design the master template.

Please also not that with the E-commerce Package the shop layout is of a fixed nature and if you require examples please ask your web designer before the purchase of the product as this fee is non refundable.

If the client requests the Developer to add content for them, then it is down to the designer to apply a charge to the work needed. The Developer will build a bespoke template for the CMS and E-commerce package, but the content and the design of pages will be the responsibility of the client. The Developer does provide support via email and instructions on how to do this. The Developer will also setup a working shop with the e-commerce package, however again it is the Client’s responsibility to add products, setup prices and configure the shop settings. The Developer again provides email support and written instructions on how to operate this. E-commerce shops and CMS Packages have a fixed layout which allows the user to add their own content to the pages as they wish, and the client agrees that this layout is suitable for their website. The Developer will also provide examples of this website upon request. The client agrees that the e-commerce and CMS Packages are of a fixed layout and it may not be possible to implement some layout changes.

6.2 Software

It is the Clients responsibility to ensure that the project fits the specification as interpreted by them during the regular progress updates provided by the Developer. Any changes to the project that deviate from the agreed functionality and features in the contract of work may be subject to charge at the Developers discretion.

The Developer cannot guarantee fully functioning software on systems that are not specified in the contract of work. Any additional work to provide functionality for additional systems may be subject to charge at the Developers Discretion.

7. FUNCTIONALITY

7.1 Web Browsers

The Developer shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with most current browsers. The Client agrees that the Developer cannot guarantee correct functionality with all browser software across different operating systems.

The Client agrees that after handover of files any updated software versions of the main browsers Internet Explorer, Mozilla Firefox and Google Chrome, domain name setup changes or hosting setup changes thereafter may affect the functionality and display of their web site. As such, Developer reserves the right to quote for any work involved in changing the web site design or web site code for it to work with updated browser software, domain name or hosting changes.

7.2 Target System

The Developer shall make every effort to ensure software is designed to be installed and used by a great number of current hardware set-ups. Software is designed to work on the target device or machine and operating system specified by the Client. Client agrees that the Developer cannot guarantee correct functionality with all devices, machines or operating systems.

Clients agree that after handover of files any updated operating system versions of the target system or change of operating system thereafter may affect the functionality of the delivered software. As such, Developer reserves the right to quote for any work involved in changing the software for it to work with updated or different operating systems.

8.PAYMENT TERMS

All prices are exempt of VAT.

We request full payment upon project completion. Completion is defined when the Developer sends the invoice. The Client agrees to make payment or dispute the project’s completion status within 5 working days of the date upon which the Developer sends the invoice. This payment non refundable.

The Developer are happy to redesign the website on the first draft stage (see unlimited redesigns & first draft section).

Client may request that the Developer cancel a project in writing by email or postal mail to Developer and the project is cancelled only if Developer confirms work has not been started on the project. If Developer has begun or completed the work and the Client no longer requires the files but have agreed to the work, they are still obliged to pay Developer for the work that has been carried out.

Additional work requested by the Client which is not specified in the agreed  project specification is subject to a separate quotation and Developer reserves the right whether to quote or accept additional work. If additional work is accepted by Developer may effect timescale and overall delivery time of the project.

Developer reserves the right to decline further work on a project if there are invoices outstanding with the Client.

All invoices are submitted by email except where required otherwise by regulations or agreed at Developer's discretion.

Developer reserves the right to remove it's work for the Client from any and all distribution mediums if payments are not received.

9. LIABILITY AND WARRANTY DISCLAIMER

The Developer provides their web site and the contents thereof on an "as is" basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. The Developer cannot guarantee the functionality or operations of their web site or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.

The Client agrees Developer is not liable for any bugs, performance issues or failure.

Developer endeavours to provide a finished product within given delivery timescales to the best of it's ability. However, the Client agrees that Developer is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.

The Client agrees Developer is not liable for absence of service as a result of illness or holiday.

The Client agrees Developer is not liable for any failure to carry out services for reasons beyond it's control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.

Developer is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

On handover of files from Developer to Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.

Should Client goes into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, Developer reserves the right to cancel forthwith any projects and invoice Client for any work completed.

Developer shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages, web site or software, even if Developer has been advised of the possibility of such damages.

There are sometimes laws and taxes which affect Internet ecommerce. Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet ecommerce.

Developer may from time to time recommend to the Client that updates are needed to their web site or software to comply with, including but not limited to, new legislations, software releases and web standards. Developer reserves the right to quote for any updates as separate work. Client agrees Developer is not liable for any failure to inform or implement these updates to their site. Client agrees that it shall defend, indemnify, save and hold Developer harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.

10. INDEMNIFICATION

Client agrees to use all Developer services and facilities at their own risk and agree to defend, indemnify, save and hold Developer harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney’s fees against Developer or it's associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. Client agrees this indemnification extends to all aspects of the project, including but not limited to web site content and choice of domain name.

Client also agrees to defend, indemnify and hold harmless Developer against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organisation.

11. NONDISCLOSURE

Developer and any third party associates agrees that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about Developer to another party.

12. PRIVACY POLICY

Developer and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the following purposes 1) to identify the Client in communications with them 2) to contact the Client from time to time as part of the Developer’s after-care policy.

13. INTERPRETATION

Developer reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these terms and conditions. Developer shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.

This agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.

Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

Contradictions in terms between this document and any contract of work between the Client and Developer will render the relevant term in this document null and void within this agreement and the term defined within the contract of work will be used.

Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.

 

Developer reserves the right to alter these Terms and Conditions at any time without prior notice. By requesting or accepting a quotation or making a payment to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.

The Developer reserves the right to refuse any design changes and amendments. The Developer reserves the right to cancel hosting and domain contracts with a 14 day notice period.