Terms & Conditions • Henley Web Design

General Terms of Service

1.1. Hype Gorilla Limited incorporated and registered in England with company number 09520826 whose registered office is at Badgemore Park Golf Club, Henley-on-Thames, Oxon RG9 4NR trading as ‘Henley Web Design’ (‘the Supplier”).

1.2. Your acceptance of these terms are an absolute condition of utilising Henley Web Design’s services.

1.3. These terms and conditions constitute the trading agreement between Henley Web Design (“we”or “our” or “us”) and the Client (“you”).

Charges

2.1. All rates and fees mentioned are inclusive of VAT.

2.2. Work will be charged in accordance with the confirmed price as set out at the end of the website creator process.

2.4. All services are charged in advance unless otherwise agreed.

Payments

3.1. Invoices will be paid by you (without deduction, set-off, counter claim or otherwise) upon receipt.

Unpaid Accounts

4.1. We reserve the right to retain all work, materials and any other items in our possession relating to any matter until all invoices are paid in full. This includes digital work and information.

4.4. Any queries in respect of an invoice must be raised within 7 days of the date of the invoice. Thereafter, it will be understood in no uncertain terms that the invoice has been accepted by you (except in the case of manifest error).

Change AND/OR Cancellation of Work

5.1. In the event of change or cancellation of work, we reserve the right to charge you for all costs of complying with your request. This may include expenses, productions costs, cancellation fees and our fees and commission in respect to the plans, schedules and work in progress for the project at hand.

5.3. If you are under contract and the contractual period is coming to an end, then you must still serve notice. In the event notice is not served, Henley Web Design may continue to operate on a rolling contract basis.

Termination

6.1. Without affecting any other right or remedy available to it, we may terminate our agreement with immediate effect by giving seven days written notice to you if you fail to pay any amount due under an agreement on the due date for such payment and remains in default not less than 7 days after being notified in writing to make such payment.

Intellectual Property

7.1. You guarantee and take full responsibility that all elements of text, images or other artwork you provide are either owned by you, or that you have written permission to use them. You will indemnify tus against all damages, losses, expenses as a result of any action or claim that any website or material infringes any Intellectual Property Rights of a third party.

7.2. When your final payment has cleared, copyright will be automatically assigned as follows:-

(A) You will own the visual elements that we create for this project. We will provide you will the source files and finished files once finished. We are not required to a keep a copy of these files therefore please keep them safe.

(B) You own all elements of text, images and data you provide, unless someone else owns them.

(C) We will own the unique combination of these elements that constitutes a complete design and we will license its use to you exclusively and in perpetuity for this project only, unless we agree otherwise.

(D) We reserve the right, to display and link to your project as part of our portfolio and to write about it on our website, in magazines and social media sites. We reserve the right to state on your website that your website design was created and designed by Henley Web Design.

Force Majeure

8.1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed OR the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of the delay continues for 6 months the party not affected may terminate this Agreement by giving one month’s notice to the affected party.

Warranties

9.1. Each of the parties warrants to the other that it has full power and authority to enter into and perform this Agreement.

9.2. The Supplier shall perform the Services with reasonable care and skill.

9.3. The Supplier warrants that the Site will perform substantially in accordance with the site specification for a period of three months from Acceptance. If the Site does not perfrom, the Supplier shall, for no additional charge, carry out any work necessary in order that the Site substantially complies with the Site specification.

9.4. The warranty set out in Clause 9. 3 shall not apply to the extent that any failure of the Site to perform substantially in accordance with the Site Specification is caused by any materials provided by the Client.

9.5. This warranty sets out the full extent of the Supplier’s obligations and liabilities in respect of the supply of services. All conditions, warranties or other terms concerning te Services which might otherwise be implied into this Agreement or any collateral contract (whether by statute or otherwise) are hereby excluded.

Data Protection

10.1. The Supplier warrants that to the extent it processes any personal data on behalf of the Client:

(a) it shall act only on instructions from the Client;and

(b) it has in place appropriate technical and organizational security measures against unauthorized or unlawful processing of Personal Dta and against accidental loss or destruction of or damage to Personal Data.

10.2. In this Clause 12 Personal Data has the meaning given to it in the Data Protection Act 1998.