Terms & Conditions
The following terms of business apply to all website services, graphic design services and marketing services provided by Octave Agency Ltd to the Client. Please read these terms of business carefully.
These terms of business have were last updated on 31/01/2020.
1. CLIENT ACCEPTANCE
It is not necessary for any Client to have signed an acceptance of these terms of business for them to apply. If a Client accepts a quotation in writing, then the Client will be deemed to have satisfied themselves as to the terms applying. Any purchase or use of our services implies that you have read and accepted our terms of business. These terms apply to all of the work we do together, regardless of when the work is carried out.
Specific service terms may be found within a service proposal and these are an extension to our standard ‘terms of business’. Octave Agency Ltd agrees to use our best efforts to fulfill the agreed services. The Client agrees to help us by making available information regarding the company, help with any content issues and have open communications with us on a regular basis. Both parties agree to raise any performance concerns in writing promptly and agree to a period of 45 days to resolve any issues we face.
2. TIME RECORDING AND RATES
Octave Agency Ltd record all billable time. The client will be informed of the time spent on a regular basis however, the client can request a record of any or all of the time recorded for their projects by emailing [email protected]
Charges for services to be provided by Octave Agency Ltd are defined in the project quotation known as a proposal document that the Client receives via email. Quotations are valid for a period of 30 days. Octave Agency Ltd reserves the right to alter or decline to provide a quotation after expiry of the 30 days. Our standard hourly rate is based on £50+VAT per hour unless otherwise agreed and documented.
3. FIXED PRICE PROJECTS AND CLIENT REVIEW
The pricing for any fixed price project work is calculated within the Client Acceptance document as well as an accompanying project proposal. Should the project fall under the budgeted time, the hours paid for but unused will be carried forward into any support and maintenance contract that follows the completion of any given project or in the absence of any support and maintenance contract, the time will be ‘banked’ as ad-hoc time for any updates, maintenance or other services required by the Client. Should this time not be used within a period of 12 months following the completion of the project then it will be lost. Any hours that are over the ‘assigned hours’ document are billable and will be invoiced in the final invoice at the rate which applies to each or all of the services applicable. Octave Agency Ltd will provide the Client with an opportunity to review the appearance and content of the website or literature piece during the design phase. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Octave Agency Ltd otherwise within ten (10) working days of the date the materials are made available to the Client.
Project discussions including meetings, project management and strategy communications are billable and will be recorded against the relevant project task.
Octave Agency Ltd will conduct any meetings in the first instance via a remote video link, a phone call or by email unless otherwise agreed with the Client. Any travel to a meeting away from Octave Agency’s offices will be chargeable at 45 pence per mile or at cost of any train or other travel expenses incurred.
4. PROJECT SPECIFICATION AND AGREED CHANGES
Prior to the commencement of a project, Octave Agency Ltd will agree with the Client the project specification. This will detail what work will be carried out by Octave Agency Ltd for the agreed price of the project and will be detailed in the ‘Proposal Document’. This may include but is not limited to; number of individual page designs, number of revisions to designs, any content services, features to be added including and third-party services and any associated costs.
Octave Agency Ltd may from time to time agree to additional services beyond the agreed ones in order to facilitate the projects completion. However, Octave Agency Ltd have the right to hold the project to only the agreed specification at any time.
Any additions to the specification can be quoted for separately by Octave Agency Ltd if they so wish to and will be scheduled into either the original specification or can be quoted for a separate project.
5. FAILURE TO PROVIDE REQUIRED INFORMATION
Octave Agency Ltd is a small business and to remain efficient, we must ensure that work we have agreed is carried out at the scheduled time. On occasions, we may have to reject offers for other work and enquiries to ensure that your work is completed at the time specified. Octave Agency Ltd will ask that the Client provides all the required information in advance. If not, the agreed time frame that we will have indicated in the proposal could be missed and any project or service delayed.
In the event of any unreasonable hold ups, Octave Agency Ltd may have to make adjustments to the proposal or cancel the service. Should we not be able to reach you for a period of 14 days without prior notice, the service will be automatically halted.
Should the service be halted for more than 60 days it will be subject to cancellation charges. The client agrees to pay in full for all work undertaken up to the point of halting. Octave Agency Ltd reserve the right to charge for all third-party costs and expenses we agreed to on your behalf and that relate to non-cancellable commitments.
6. PERFORMANCE
Octave Agency Ltd cannot be held responsible for the Clients website or marketing campaigns effectiveness in generating leads as every industry performs differently based on competition levels. Each service Octave Agency Ltd provides is tailored to fit the Clients business and industry sector, where we deliver the service with care, skill and transparency. We cannot guarantee our work will be completely error-free but will ensure we work together to give the best possible final outcome.
7. HOSTING
Octave Agency Ltd offer managed hosting services via third party providers. Octave Agency Ltd are not liable for website hosting performance, up-time, security or any technical issues resulting from the hosting service provided by a third party.
Octave Agency Ltd hosting clients must have a relevant ongoing or adhoc support and mangement agreement to fix any technical issues that may arise within the hosting agreement.
An updates and management package will not be included within a standard hosting package. The management of the website in this case will rest solely on the client or their chosen management provider.
By default, Octave Agency Ltd will not maintain hosted websites without a maintenance agreement.
8. WEBSITE SECURITY
Octave Agency Ltd are not responsible for security breaches directly through the website application frontend and backend dashboard on both Octave Agency hosted, externally hosted applications and external third party hosting solutions.
Basic level security is provided through industry standard WordPress applications but website customers are advised to source advanced external security services if they require higher-level security and security breach remedy solutions through the website.
Octave Agency Ltd will not be held accountable if the breach originates from customers with direct access to the website with administrative roles.
Octave Agency Ltd will not fund any advanced external security services as a solution to the original security breach.
9. INTELLECTUAL PROPERTY
All material, both text and images, supplied by the Client and used in the construction of the client’s website or marketing, will remain the Clients property. All such material will be assumed to be the property of the Client and free to use without fear of breach of copyright laws. The Client is expected to proof all content creation and curation for any copyright issues.
Content and design files created by Octave Agency Ltd will be the copyright of the Client upon payment of all invoices in relation to the particular project or instance of work.
10. PAYMENT
On receipt of the payment of the initial invoice the service will commence.
Payments should be made as per the payment schedule found in the Client proposal.
All invoices are payable within 30 days of receipt or as documented within any proposal. In the event that payment is not made within the payment terms specified, we reserve the right to halt work until payment is received. In the event that we incur legal fees and costs in the effort to collect our invoice, you also agree to reimburse us for these expenses.
11. ADDITIONAL EXPENSES & LICENSING
Client agrees to reimburse Octave Agency Ltd for any additional expenses necessary for the completion of the work proposed. Examples would be purchase of special fonts, stock photography, stock videos, payment modules, website modules etc. These will be agreed prior to being purchased.
During the course of working with Octave Agency Ltd, we may purchase third party
software, plug-ins and themes which carry licensing agreements. These licenses will be
the responsibility of the client including renewing them on a monthly or annual basis.
Licenses are purchased on behalf of the Client and relate to an individual website
and/or company.
12. DEFAULT PAYMENTS
Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Octave Agency Ltd’s web space including any third-party servers, Octave Agency Ltd will, at its discretion, remove all such material from its web space or third-party servers. Octave Agency Ltd is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Clients with accounts in default agree to pay Octave Agency Ltd’s reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Octave Agency Ltd in enforcing these Terms and
Conditions.
13. TERMINATION / INDEMNITY
Should the Client wish to cancel any retained service outside of any agreed contract for such services as; marketing, support and website hosting or any other retained service, it is a requirement that the Client gives Octave Agency Ltd 30-days written notice of their intentions to cancel a specific service. All accounts must be up-to-date before any website or content is given or transferred to the Client or any other party as instructed in writing by the Client. All content and copyright will be passed over to the Client at this point for re-use.
All Octave Agency Ltd services may be used for lawful purposes only. You agree to
indemnify and hold Octave Agency Ltd harmless from any claims resulting from your use of our service that damages you or any other party.
14. COPYRIGHT
The Client retains the copyright to data, files and graphic files provided by the Client, and grants Octave Agency Ltd the rights to publish and use such material. Octave Agency Ltd’s business relies on being able to share our client success stories and the Client consents to us using your material on our website, social channels, marketing literature and for general PR proposes. Should the Client not wish for any part or all of their materials not to be used for these purposes by Octave Agency Ltd, then they must inform Octave Agency Ltd in writing of this decision with full details of what cannot be used.
The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Octave
Agency Ltd permission and rights for the use of content to be distributed and agrees to indemnify Octave Agency Ltd from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. Agreeing services with Octave Agency Ltd shall be regarded as a guarantee by the Client to Octave Agency Ltd that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
Octave Agency Ltd is not responsible for any of the materials, images or information
contained within the Client’s website or when distributing content across digital
channels such as social media websites. Octave Agency Ltd is not responsible for the content or for the Client’s transactions with them.
15. GENERAL / GOVERNING LAW
These Terms of Business supersede all previous representations, understandings or agreements. The Client’s signature or payment of an advance fee constitutes
agreement to and acceptance of these Terms and Conditions. Payment is an
acceptance of our terms and conditions. This Agreement shall be governed by English Law.
16. LIABILITY
Octave Agency Ltd hereby excludes itself, its Employees and or Agents from all and any liability from:
Loss or damage caused by any inaccuracy; Loss or damage caused by omission; Loss or damage caused by delay or error; Loss or damage to clients’ artwork/photos, supplied for the site.
In the case of domain or server blacklisting, the Client is solely responsible for management and monitoring of their domain name and server IP address. Octave will not be held liable for any blacklisting that may occur on server hosts outside of Octave’s control.
The entire liability of Octave Agency Ltd to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
17. SEVERABILITY
In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid.
18. DATA PROTECTION AND COMMUNICATION
The security of your Personal Information is important to us but remember that no
method of transmission over the Internet, or method of electronic storage, is 100%
secure. Octave Agency Ltd ensure that there are appropriate technical controls in place to protect your personal details. For example, we use encryption technology on our websites and carry out regular security reviews on our network.
Octave Agency Ltd has opted for third party cloud-based solutions, all with restricted access to client data by our employees. Our emails and website are also encrypted for extra safety. Please see our privacy policy, located on our website, for more information.
By agreeing to these terms, you allow Octave Agency Ltd to share your information and store this within our systems. From time-to-time, you may receive service and marketing information from us that is relevant to you and your business.
19. CONTACT US
Please do not hesitate to contact us regarding any matter relating to these terms on [email protected]