Terms and Conditions
Introduction
These Terms and Conditions form the principles under which Epsilis conducts business with its clients.
While we have tried to make these Terms & Conditions easy to read and understand, it is important that you let us know if you find any part difficult to understand or to accommodate so that we can improve future revisions of this document.
We refer to ourselves, Epsilis, throughout this document variously as Epsilis or "we" or "our". We refer to you, our client, throughout this document as "you" or "your". The normal conventions of English capitalisation and grammar apply to these definitions throughout the document. We refer to both parties by the use of normal English such as "both of us".
We will do business with you on the understanding that both of us will abide by the latest revision of these Terms and Conditions prevailing on the day that your order is accepted or at your choice any later revision of Terms and Conditions issued by Epsilis. If you choose to use a later revision of these terms and conditions then you will be bound by all the conditions prevailing in that later revision.
No agent or representative of Epsilis has the authority to vary these conditions unless accepted in writing by a director of Epsilis.
Conduct
Epsilis expects to conduct business with you in a professional manner, and believes that maintaining a good relationship with you is one of our highest priorities. Both of us will act in good faith at all times when dealing with each other.
Confidentiality
We will both keep details of our business confidential, with the following exceptions:
- Either of us may refer to the existence of our commercial relationship with the other unless we have both previously agreed not to in writing.
- This referral is limited to statements of the existence of this commercial relationship and broad outline the scope of the agreement. It may include the use of any generally available logos and trademarks (with acknowledgements) and links to Internet web sites.
Epsilis will be entitled to have the words "Websites by www.epsilis.co.uk" and software product logos visible on deliverables.
Where appropriate, we may agree to the terms of an additional Confidentiality Agreement (also known as a Non-Disclosure Agreement). These Terms and Conditions will take precedence over any additional agreement with regard to the specific prior terms in this section.
Quotes, Pricing and Orders
Before we proceed with any work for you, it is necessary that we jointly agree on the general scope and boundaries of work that we will be expected to undertake for you.
We will produce a quotation of our understanding of your requirements including our charges. These charges will be fixed providing the general scope and boundaries of the work do not change.
All quotes are valid for one month from the date of issue.
All prices that we quote are in UK pounds sterling (£) and are exclusive of VAT. These will be invoiced at the prevailing rates on the date of invoicing.
All invoices are due for payment on the date shown on the invoice. Payment for bespoke services (such as development of a site) will be in 2 instalments. The first instalment of 50% of the agreed price being due when the order is made. The balance is due on completion of the specified work. Payment for on going services (such as hosting) is due in advance and there will normally be a fixed contract term (commonly 12 months).
We reserve the right to change the pricing of services at any time. You will be charged for ongoing existing services at the original rate until the end of the current term for that service.
Methods of Instruction
All orders must be in writing and accompanied by any additional instructions that you require us to follow. We cannot be responsible for ensuring that your own processes and procedures are adhered to unless you clearly state what those are at time of each order.
Only after we have confirmed in writing the acceptance of your order should you consider us to have agreed to any additional instructions you may have specified.
We may ask you to confirm each of your requirements in writing until we are satisfied that we have an understanding of your ongoing needs and how your organisation operates.
Once we have been dealing with you for some time we will generally take instructions from you by any of the following methods:
- Electronic Mail
- Facsimile
- Telephone
- Written Request
If you do not wish us to accept instructions by any of these methods, or would prefer a different method of issuing instructions then please let us know.
We may ask you to confirm complex or costly requirements in writing for our joint protection.
Ownership and Intellectual Property Rights
Epsilis retains all rights with regard to the ownership of copyrights, trademarks and all other intellectual property rights to the results of any work that it carries out for you. This does not apply to any work done specifically related to your brand or trademarks. For the purposes of clarity Epsilis will retain the intellectual Property Rights in respect of any system developed (including website Content Management Software - CMS) but not the presentational design and content of a website or intranet unless agreed otherwise in writing.
For work that involves extending or enhancing existing intellectual property that we do not own, we will retain intellectual property rights to our extensions and enhancements.
Any work we carry out for you is on a non-exclusive basis unless otherwise previously agreed in writing. We may choose to re-use or publish anything we have developed for you, but we will not include any indicators that would link this re-used or published work with you, unless you give us written permission to do so.
Timings
Any timings, estimates, targets or deadlines for provisions of deliverables and services agreed by Epsilis are business estimates only and shall not be the essence of the contract.
Limitation of Liability
Except in respect of death or personal accident caused by our negligence our liability shall in no event exceed the sum paid by you for services and deliverables supplied as part of the contract.
Warranty
If you are not happy with our approach or our work, we will discuss your concerns with you and do everything we reasonably can to try to make good the work to your satisfaction.
Licenses
Our Content Management Software (CMS) packages are the intellectual property of Epsilis and are licensed , not sold. Any site we provide which is supported by one of our packages comes with a free license to use the software indefinitely for the site it is provided with. The full provisions of this license are provided on the separate license agreement certificate.
Passwords and Access to Systems
We may issue passwords as the mechanism to control access to systems. It is your responsibility to track which people in your organisation have access and authority to use these systems. If any member of your organisation who has access to these systems subsequently leaves your organisation or otherwise loses the authority to use these systems then you will be responsible for changing access passwords or performing any other actions to remove the authority from these people.
If your access to these systems is compromised by the disclosure of your access mechanism or any similar circumstance that allows unauthorised access to these facilities, you will be liable for all costs incurred by the use of these facilities until you have informed us by a reliable means. You will not be liable for costs incurred by unauthorised access once we have received your notification and we will disable your access to the system as soon as practical and review with you the issuing of new access mechanisms.
Third Party Hosting Services
We provide standard hosting services as an reseller for a third party organisation. Both of us must agree to abide by the relevant Terms and Conditions of the appropriate third party service provider and their Terms and Conditions will take precedence.
They may publish from time to time a set of Service Level Statements ("SLS") defining the functionality and standards of service supplied.
They may publish from time to time a set of Acceptable Use Policies ("AUP") for services supplied. These AUPs are intended to reflect the prevailing attitude of the industry in general and will change on a regular basis to take account of new developments and trends.
You must adhere to the conditions detailed in the appropriate AUP for any of the services you are using, and it is your duty to ensure that you (and anyone else who uses the services supplied) is aware of this condition and the contents of the AUPs.
Where no AUP is available for a supplied service, you must ensure that your use of that service is within legally acceptable bounds. Once an AUP is published for a supplied service, you will be responsible for making any alterations in the way you use that service immediately.
Alterations to Services
At your request we will alter your existing service during its current term, at the then current price.
Where we are providing a service that involves another party providing a substantial part of that service we reserve the right to pass on any cancellation or amendment costs we may incur as a result of your choosing to alter the terms of your service with us.Cancellation
We must receive your request to cancel a service at least one month prior to the end of the existing term for that service.
If you choose to cancel a service before the end of the term for that service you may incur a cancellation charge. We reserve the right to waive any cancellation charges solely at our discretion. The possible waiver of any charges does not imply any commitment by us to do so at any other time.
The cancellation charges for the early termination of a service will be proportional to the length of the remaining term. These charges will be calculated based on the loss of revenue for us, but will never exceed the outstanding charges for that term.
If you fail to pay any sum agreed to Epsilis when it is due, then in addition to any other rights and remedies available in law Epsilis may: suspend or cancel the service or any other contract between you and Epsilis and charge you for all additional costs resulting from such cancellation or suspension and any subsequent resumption of performance and charge late payment interest from the date when payment was due at 2% above the base rate of National Westminster Bank plc at the time.
Notices
Notices under the Contract must be served in writing and may be served by fax or first class pre-paid post. Notices served by fax shall be deemed received immediately following despatch and notices served by post shall be deemed to have been received the day after posting.
Governing Law
If any part of these Terms and Conditions is found to be unlawful it shall not affect the validity or enforceability of the remainder of these conditions.
This contract is and shall be deemed to have been made in England and shall in all respects be governed by English Law.