Definitions

This document is a legal agreement between Topnotch Software Services Ltd, hereafter “the Solutions Provider”, and “the Client” for the purposes of website hosting, design and development. These Terms and Conditions set forth the provisions under which the Client may use the services provided.

The Solutions Provider is a website and applications development provider offering the Client a range of services such as graphic design, HTML, CSS, Javascript, PHP, Drupal and other related computer programming languages.

Acceptance of Work

Our quotes unless stated on the [Packages] page of our website, are estimates that are valid for 30 days from date of issue.

If you, the Client place an order to purchase hosting or development services from the Solutions Provider, the order represents an offer to the Solutions Provider to purchase the  services under scope.

The Solutions Provider has the right to withdraw the from contract at any time prior to acceptance.

Any additional work requested by the Client after the acceptance of the contract that is not explicitly or implicitly mentioned in the agreement is subject to an additional quotation by the Solutions Provider. If the work is needed as part of an existing project, then this is likely to affect time scales and overall cost of the project.

Within the scope of any project required by the Client, the client agrees to provide all needed content and information required by the Solutions Provider. The Solutions Provider will request the necessary information from the Client and should receive this from the Client in good time to enable the Solutions Provider to complete a design or website work as part of an agreed project.

Any out-of-scope work is subject to a minimum charge of one full hour whether or not the work takes this length of time.

Permission and Copyright

Copyright of the completed artifacts and deliverables are exclusively owned by the Solutions Provider until the Client has arranged final payment for the works. After the work have been paid for, all copyright and ownership of the artifacts and deliverables created will transfer to the Client.

These terms grant the Client a non-exclusive limited license use the artifacts and deliverables on one website and one domain name only. The Client is not permitted to use a design for more than one website and one domain name without prior written agreement between the Client and the Solutions Provider.

Resale or re-distribution of the completed artifacts and deliverables are strictly forbidden and the Client agrees to this unless there is prior written agreement is made between the Client and the Solutions Provider.

The Client agrees to the Solutions Provider including credits and links within any code the Solutions Provider creates, builds or updates to show authorship of the delivered products. If the Solutions Provider develops a website or application for the Client, the Client agrees that the Solutions Provider may include a credit and link in a discrete location on the Client’s website.

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

Content and Materials

The Solutions Provider reserves the right to:

• Refuse to use any materials, information or media that is unlawful or inappropriate.
• Refuse to use any materials, information or media that contains a virus or hostile program.
• Refuse to use any materials, information or media that constitutes harassment, racism, violence, obscenity, harmful intent or spamming.
• Any media that constitutes a criminal offence, or infringes privacy or copyright.

Domain names and Hosting

For all websites or applications that require a domain name, the Client is responsible for the procurement and management of their domain name unless otherwise agreed by the Solutions Provider and the Client. 

The Solutions Provider can, but is not obliged to, offer domain name registration and management for use with a product created for the client. 
 

Some packages on the Solutions Provider’s website mention that a free domain name will be provisioned if needed (where the Client does not have one) for use with their website or application. If so, a domain name will be sought and purchased as long as the cost per year does not exceed GBP (£)30 after which the domain name will be leased to the Client for the duration of the contract. The solutions Provider reserves all ownership rights on the domain name unless an agreement is reached between the Solutions Provider and the Client to transfer ownership.

Packages

All packages and services on the Solution Providers website are subject to strict terms and conditions.
 

Brand Logo and Guidelines Design
 

The Client shall answer a short questionnaire and provide a business summary and mission statement details to the Solutions Provider prior to any work being initiated. With these details the Solutions Provider will create two logos for the Client to choose from. The one most favourable to the client can be modified based on the Clients feedback. Feedback must be clear, concise and non-contradictory to allow the Solution Provider to update the design accordingly. There will be a strict a limit of two iterations on the chosen design at which point it will be deemed a finished product.
 

Once the logo is finished the Solutions Provider will create a basic brand guidelines document and package it up with the logo for transfer over to the client. 
The logo and associated artifacts will be used or rendered in different ways by the Solutions Provider for the purpose of building the client a website or application if the contract requires it.
 

Website Design

In the case that the Solutions Provider has created a brand logo and associated artifacts for the client, the resulting works will be used to design a website for the client. As with logo and brand guidelines design, the Client will provide feedback on the single design and provide in list format clear, concise and non-contradictory feedback for use in updating the design. There will be a strict a limit of two iterations on the chosen design at which point it will be deemed a finished product.

Once the design is complete the Solutions Provide will build the website using the design and deliver a product for the client.
Websites will typically be built with WordPress CMS framework. This will allow the client to easily update the website via an intuitive back office web panel accessible through any web browser.
Bespoke applications will be built with PHP and MySQL unless otherwise stated within the contract.

E-commerce

Any e-commerce functionality shall be delivered using WooCommerce or Magento depending on the package the client subscribes to or the details outlined in the contract between the Solutions Provider and the Client.
The Solutions Provider reserves the right to use other tools and frameworks for individual jobs based on their assessment of the clients requirements.

Payment Terms

The package and product prices listed on the website shall be subject to change without notice. Once a subscription or purchase is made, an contract between the Solutions Provider and the client is made based on the price of the product, package or service at that exact time. Under no circumstances will the Solutions Provider update the price of an agreed contract due to any price changes on the Solution Providers website since the agreement.

• All quotes and prices on the Solution Providers website do NOT include VAT unless explicitly stated.
• All invoices must be paid in full within 30 days of the invoice date, except where agreed at the Solutions Provider’s own discretion.
• The Solutions Provider reserves the right to refuse further work on a project if there are invoices outstanding with the Client.
• The Solutions Provider reserves the bring down or remove it’s work for the Client from live environments if payments are not received.

Liability and Warranty Disclaimer

The Solutions Providers website and the contents thereof is published on an ‘as is’ basis and makes no guarantees with regard to the site and its contents, or quality of services offered for a particular purpose. The Solutions Provider does not guarantee the of their website or that it will be uninterrupted or error free at any given time, nor does it maintain that the contents are current, accurate or complete.

The Client agrees that the Solutions Provider is not liable for any bugs, issues or failings of any underlying frameworks and softwares behind their website or application under the GPL (“GNU General Public License”). Any bugs, issues or failings with the software will be directed to the appropriate framework or software maintainers or community.

Termination

Termination of any services by the Client must be requested in a clear and written format and will be effective on receipt of such notice. The request must be sent either to the Solution Providers official business address or emailed to admin@topnotchdeveloper.co.uk with a subject line of SERVICE CANCELLATION. The Solution Provider maintains the right to refuse e-mail requests that go to any other email address and telephone requests for termination of services.

Nondisclosure

The Solutions Provider agrees that, unless directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information to any third-party. The Client agrees that it will not distribute or relay any confidential information about the Solutions Provider to another party, unless directed by the Solutions Provider.