PERCEPTIONAL - OUR STANDARD TERMS AND CONDITIONS RELATIVE TO WEBSITE DESIGN

Please read these Terms and Conditions carefully as they will form a contract between us and you.

We have tried to keep these Terms and Conditions brief, easy to understand, and as straightforward as possible. If you have any questions however, please do not hesitate to contact us.

Terminology:

You, Your, the Customer ­ (‘the Client’)

Us, We, the Company ­ (being Stannard McKinnon Consultancy Ltd trading as Perceptional which is a company registered in Scotland under Company Registration Number SC660735. 5 Canniesburn Toll, Bearsden, Glasgow, Scotland, G61 2QU, and hereinafter referred to as ‘the Company’)

Note - There is no delectus personae in respect of the consultancy services being provided so that if any employee, agent or other representative of the Company, originally assigned by us to the Client/Customer is unable at any time to perform the Services, the Company may delegate performance of the Consultancy Services to such suitably qualified and experienced personnel as they may from time to time deem appropriate. The Company will, at the first reasonable opportunity, notify the Customer if this power to delegate is exercised and provide details of the name of the new person or persons carrying out work for the client.

The Project ­ the body of work that is being undertaken, normally consisting of several connected parts, such as (but not limited to): consultation, graphic design, website design development and/or hosting, maintenance, training or advice.

1.What do both parties agree to?

a) The Client agrees to:

i) Sign up to the recommended Squarespace subscription that is required in order for the Company to deliver the website that the Client has requested.

ii) Maintain its Squarespace subscription for as long as the Client still requires the website. For the avoidance of doubt the Client is only subscribing to the Squarespace platform and does not own the platform as part of this agreement. Perceptional only undertakes to mould the platform and its design to the Client’s needs which in turn is only available while the client maintains an active subscription with Squarespace. So, for example, in the event that the client cancels their Squarespace subscription then the website will no longer be available to the client. Perceptional accept no responsibility in the event of that occurring.

iii) Adhere to the Squarespace terms of service and terms and conditions

iv) Provide the Company, within a reasonable timescale, everything that is requested from you to complete the Project ­ including text, images and other information;

v) Provide the Company with text and images in the format as stated below (see photographs and images);

vi) Review the Company’s work, provide feedback, and sign­off approval in a timely manner;

vii) Make every effort to adhere to all agreed deadlines;

viii) Adhere to our agreed payment schedule or as agreed separately for bespoke work;

ix) Advise, in advance, of any confidential information to be presented by email, written, or verbally, between both parties or persons working within the parties. Also, for this to be marked as ‘confidential’ in the subject of the email, or clearly on any written documents;

x) Provide a minimum of 30 days’ notice in writing, or by email should you wish to cancel your agreement.

xi) Set-up and provide all required details for any payment gateway or similar payment vehicle should online payment be required on the website.

xii) Ensure the website complies with GDPR, cookie policy and privacy policies prior to the Company putting the website live.

b) The Company agrees to:

i) Carry out services in a professional and timely manner, subject always to the Client’s obligations referred to above;

ii) Make every effort to adhere to any deadlines agreed between us and you, subject always to the Client’s obligations referred to above;

iii) Make a reasonable number of revisions (number of revisions based on the package selected) to the design, layout, colours etc, until you are satisfied with the design concept or such time as both parties feel an agreement is likely to be reached. Additional revisions or design work outside the scope of the project will be charged separately;

iv) Endeavour to complete requested website revisions or updates within 72 hours, wherever possible. Revision entitlement per month is dependent on your support package;

Note - we the Company does not agree to provide any website maintenance, support and/or hosting of your website whatsoever. The Company simply offers the moulding or customisation of a website hosted/subscription platform called Squarespace. The client owns the Squarespace account and so the hosting and support will be available via Squarespace account.

2.Website Development:

Websites and digital assets are designed to work with current technologies, browser versions and platforms including devices such as mobile phones and touchpads. However, the Company cannot guarantee complete and/or long term compatibility across every major browser, platform or handheld device due to updates/upgrades by their respective vendors. If future changes to technology or browsers cause website errors then Perceptional can repair at an agreed price with written approval from the client. The Company cannot guarantee compatibility in older or redundant browser software. We can also not guarantee the compatibility or technology provided by the Squarespace.com platform; this relationship is between you and Squarespace.com

3.Quotations, Payments and Contract Lengths:

i) Quotations are valid for 30 days;

ii) Payment in full, on invoices, is required before a final product will be delivered;

iii) Payment terms for any invoices are strictly 7 days from date of invoice unless otherwise stated.

iv) Unpaid balances beyond 30 days will (at the discretion of Perceptional) attract interest due in terms of the Late Payment of Commercial Debts (Interest) Act 1998.

v) In the event that payment is not received within the agreed time limit for payment the client will also be liable for all subsequent costs incurred in recovering the debt. Such costs include but are not limited to all legal and debt collection costs, commissions and expenses.

vi) Should Our contractual engagement with you be terminated by the Company at any stage then our fees, outlays and disbursements become payable for the work completed up to the date of the notice being issued to cease work. Perceptional reserves the right to reasonably determine the amount of work completed and the appropriate sums due. We, Perceptional reserve the right to terminate the contract in line with these terms by giving seven days’ written notice;

vii) In the case that a project schedule is delayed by an act or omission of the client, the Company may invoice for all work completed up to the date of the delay event.

viii) Client changes to designs once an agreed final draft has been confirmed, may incur additional cost based upon our standard hourly rate;

ix) Any early cancellation of your standing order during the first 24 months will be deemed to be a break in Our contract. In the event of such a cancellation/break the client will be liable to pay the balance of the contract with immediate effect and also requires to pay a £100 administration fee (The administration fee covers time taken to discover the cancellation, generating an invoice and posting same);

x) Alterations to standing order mandates to reflect new or changed contracts are the sole responsibility of the client. Overpayments to the Company as a result of not updating a standing order mandate may not be reimbursed to the Client. Underpayments or missed payments, shall be backdated to the point at which the underpayment or missed payment was discovered and the Client shall be responsible;

xi) We will invoice additional costs for extra features and/or additional design costs, not covered by our standard packages, before the website goes live;

xii) As stated elsewhere, there may be an additional fee for any design changes requested after the initial agreed design has been signed off.

4.Content Management Systems:

i) All Our packages will be developed using a Content Management System (CMS).

ii) In order to maintain compatibility as between our clients, the Company now exclusively uses Squarespace.com as our CMS, e-commerce and online booking platform of choice.

iii) In some instances, the company may build a bespoke solution, depending on the exact requirements of the Project.

iv) Any associated or additional fees such as: installation, setup, testing and introductory training pertaining to Content Management Systems or E-commerce Management Systems will, unless otherwise specified, will be covered within your chosen package.

5.Photographs and Images:

i) Any images or photographs that you supply to us should be in digital format, in a resolution suitable to allow them to be resized and used on screen. Fees for same entirely depend on the project and the number of images involved;

ii) Any images that the company are asked to obtain from third party photographers or stock photography will be charged as an additional cost in obtaining same.

iii) There is a facility built into Squarespace that allows clients to choose images from https://unsplash.com/ which are freely used images. Images can be sourced via this medium but it is the client’s responsibility to ensure that they adhere to the Unsplash usage license (https://unsplash.com/license) and terms and conditions policy (https://unsplash.com/terms). We, the Company will not be held liable for the client’s use of the images sourced from Unsplash.

iv) The Client guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Company for inclusion in their website, or other design, are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend the Company and its subcontractors from any liability (including solicitors fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client;

v) Evidence of ownership or permissions of photographs, images and so on may be requested by the Company;

vi) Unless otherwise noted, quotes/prices We provide You do not include: Print production management; printing proofs, production of CDs, digital printing and photocopying; photography or photographic art direction Image and illustration sourcing, scanning, deep etching and retouching; copywriting or text editing; website hosting, domain name registration; animation; software licenses; search engine optimisation.

6.Copyright:

i) Ownership of Our designs, development ‘code’ and systems remain property of Perceptional until such time as all payments are received;

ii) Unless otherwise agreed, finalised copy/text must be supplied by the client in an electronic Word format. Charges apply for typing of content not supplied in that format.

iii) Proofing all design work is the responsibility of the client. Perceptional will not be responsible for any errors in content that are picked up after approval.

iv) User acceptance testing is the responsibility of the client. Perceptional will not be responsible for any errors or outcomes of those errors in code that are picked up after approval.

v) After Our initial contract period with You, copyright is automatically assigned as follows:

vi) The Client warrants that it owns, or has express permission to use: the text files, images, graphics and any visual elements, video or sound bites, that you the Client may have sent to us to use in connection with the project. The Client is aware that it does not own images sourced from Unsplash or similar sites.

vii) The Company will maintain copies of all the files used in connection with your project and if you require a disc copy of all the files used in connection with your project, then the Company will be happy to supply this to you so long as payment terms are adhered to.

viii) The copyright to the mark-up, CSS files, other code that may have been used by us for you, or certain images that the company may have supplied to or for you are licensed to you in connection with this web design project, and will be licensed solely to the domain name on which the website files reside. If you own the domain name, then you own the copyright.

ix) At the bottom of the website page (s) after payment has been completed, it will usually state © Copyright and the name of your business or company. As the Company responsible for the design and/or development of Your website, the Company reserves the right to place a small and unobtrusive link at the bottom of your website (which will not hinder or distract from Your own website design.

x) Perceptional retains the right to use any designs for self-promotional purposes.

xi) As the design company, the Company reserves the right to display and link to your completed project as part of our portfolio, and to write about the project on other web sites, in magazines or e-zines articles, books, written or digital publications of any design and source. Please inform us in advance of the website going live if you DO NOT want us to add your site to our portfolio of work.

7.Hosting:

No hosting or technical support is provided by the company as this is provided by Squarespace.com and the customer is responsible for maintaining that relationship to ensure the availability of the website as set out above and elsewhere.

8.Company Liability:

i) Subject to what is said elsewhere in these Conditions, Perceptional will not be responsible for any damage, loss or liability that the client or any third party may suffer. This includes loss of revenue, profits or data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by Perceptional and its employee or otherwise.

ii) Any required website fixes or data restores required as a result of client/third party action/inaction/error (including but not limited to ‘hacking’) will (at Perceptional’s discretion) be subject to fee at an agreed price with written approval from client.

iii) The client is expected to fully test any application or programming relating to a site developed by Perceptional before being made generally available for use, including any online payment process on the website.

iv) Due to the nature of search engines we are unable to guarantee any specific search engine placement.

v) Unless otherwise agreed, Search Engine Optimisation services are not included within website development quotes.

vi) You, the client shall be responsible for researching, obtaining, and filing all trademark, copyright, patent, or other intellectual property protections for the website, its look and feel, any logos, any imagery, any ‘taglines’ or any other web site content or documentation designed or developed by Perceptional.

vii) The client agrees to fully indemnify and hold Perceptional free from harm in any and all claims resulting from the client not having obtained all the required copyright, and/or any other necessary permissions.

viii) The client agrees to fully indemnify and hold Perceptional free from harm in any and all claims resulting from the client not having adhered to GDPR, cookie policy, privacy policy or terms and condition regulations.

ix) If the Client has been late in supplying materials, or has not approved or signed off work on time, at any stage, or indeed in the event of any delay caused by the client the Company will not be held liable for any missed launch date or deadline.

9.Company Warranty

Perceptional warrants that for a period of 1 month from launch the website/digital asset will operate in accordance to all the material terms of the project outline. All warranty claims not made in writing within such period shall be deemed waived and required website/digital asset work will be offered at an agreed price with written approval from client. When the warranty has expired any support or bug fixes will be charged at an agreed price with written approval from client.

10.Client warranty and responsibility

i) A basic knowledge of computers, internet, and email is necessary to operate a website. Support for software (e.g. Microsoft Outlook, Adobe Photoshop, etc.) not created by Perceptional should be directed towards the manufacturer. Perceptional can offer training at an agreed price with written approval from You, the client.

ii) The Customer agrees that it shall defend, indemnify, save and hold Perceptional harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against Perceptional, its agents, its customers.

iii) The Customer agrees to defend, indemnify and hold harmless Perceptional against liabilities arising out of any injury to person or property caused by any products sold or otherwise distributed in connection with Perceptional any material infringing or allegedly infringing on the proprietary rights of a third party or causing a copyright infringement and any defective products sold to customer from Perceptional or its partners’ servers.

11.Confidentiality:

The Company adheres to national and EU data protection, data transfer, data retention, and confidentiality regulations and stores data sent to us in a secure manner within our security policy. Our privacy and data usage policy is available on our website.

12.General:

i) The Company cannot guarantee that the functions contained within any web page (or part of your website design), will always be error free, and therefore the company will not be liable in any way whatsoever to you for any third party damages, including lost profits, lost savings, or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if you have advised us of the possibilities of such damages.

ii) In the event that neither party issues the other the requisite termination notice, this contract automatically renews as set out elsewhere.

iii) This Agreement is made under the laws of Scotland and comes/will be determined under the exclusive jurisdiction of the Commercial Court at Glasgow Sheriff Court, failing which Glasgow Sheriff Court.

13.Changes to these Terms and Conditions:

i) Perceptional reserves the right to revise its terms and conditions at any time.

ii) Our Standard terms apply unless otherwise stated and agreed

iii) We reserve the right to add, delete, or modify any provision of these Terms and Conditions at any time without notice.

iv) If any provision of this agreement shall be deemed by a court to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

v) Termination of this Agreement will not affect any of the rights or liabilities of either Party, nor will it affect coming into force or the continuance in force of any of these Terms and Conditions which is expressly, or by implication, intended to accrue/come into or to continue in force on or after termination.

vi) Failure to receive notification of a change to these conditions does not make those changes invalid. These Terms and Conditions will always be available to download or print from our website.

vii) The Client is deemed to have read and accepted these terms and conditions notwithstanding the Client does not sign or otherwise acknowledge receipt or acceptance of same.

viii) These Terms and Conditions supersede all previous verbal or written representations, contracts, understandings or agreements, unless specifically agreed otherwise by both Parties, in writing.