Company Business Terms

HAPPYLEAVES LIMITED (Happyleaves) Registered number: 5942599.
A web design and branding company: registered at Meridian House, Great Stainton, Stockton-on-Tees, Cleveland, TS21 1NA.
Also trading from: 12 Beechtree Court, Yarm, TS15 9XJ.

Terms of Business correct as of 1st January 2016.

CLIENT
The individual or company commissioning the service.

SERVICES
The work provided by Happyleaves as described in the quotation.

QUOTATION
The description, and anticipated pricing where applicable, of the services to be provided to the client. This may take the form of a written document, email or written correspondence, or verbal conversation. Written documents to be signed by both client and Happyleaves prior to any work commencing.

HOURLY RATE
The relevant hourly rate is described in our Fees & Charges page which is available here. Time will be rounded to the nearest quarter hour with a minimum of half an hour per task.

MILEAGE
Billed at current HMRC approved mileage rates. Distances are calculated from postcode TS15 9XJ.

Unless otherwise stated in the quotation, the following standard terms apply. They are intended to protect both Happyleaves and the client and to ensure that the working relationship is open and honest for both parties.

1. AUTHORISATION

All work is carried out by Happyleaves on the understanding that the client has agreed to these terms. The client may indicate their acceptance of the quotation and these terms either by a signed agreement in writing; a confirming email; or paying a deposit for work described in the quotation.

The client hereby authorises Happyleaves to carry out the services and access any information required in order to do so, for example accessing a web hosting account. Unless otherwise stated on the quotation, the client authorises Happyleaves to upload any files to the World Wide Web in order to provide the services.

2. WARRANTIES

Happyleaves represents and warrants to the client that it has the experience and ability to perform the services; that it will perform said services in a professional, competent and timely manner; and that its performance under these terms shall not infringe upon or violate the rights of any third party or violate applicable legislation.

The client represents and warrants to Happyleaves that it has the power to enter into an agreement with Happyleaves; that it is solely responsible for any information added to a website as part of the services; and that its performance under these terms shall not infringe upon or violate the rights of any third party or violate applicable legislation.

3. QUOTATION & PRICING

All prices quoted to the client are quotations and should be viewed in conjunction with the fees & charges. Depending on the project, Happyleaves may provide a quotation of the likely costs, or bill for the work at the hourly rate.

4. WEBSITE DESIGN SERVICES

The quotation will list the services that Happyleaves will provide. For complete websites, this will include:

Website design to include the provision of all necessary HTML, CSS, scripts and code as required.
Unlimited telephone or email consultations with the client, or meetings at Happyleaves's studio location. Meetings at any other location will be charged at the hourly rate plus mileage.
Optimisation to display correctly in all modern web browsers. The client may request optimisation for other mobile Internet devices at extra cost.
If previously requested, the setup of Google Analytics to monitor website traffic, to which the client will have access.

5. WORDPRESS & THEMES

Unless otherwise specified in the quotation, any Content Managed website projects will be provided using the WordPress content management platform.

6. WEB DEVELOPMENT SERVICES

The quotation will list the services that Happyleaves will provide. In all cases, this will include:

Design, development and full testing of the website described in the quotation, to include the development of all necessary program code, scripts, images, and other files as required.
Unlimited telephone or email consultations with the client, or meetings at Happyleaves's location. Meetings at any other location will be charged at the hourly rate plus mileage.
Any website elements will be optimised to display correctly in Internet Explorer 9 and all modern web browsers. The client may request optimisation for Internet Explorer versions 7 and 8 and mobile Internet devices at extra cost.
The website will be fully tested on the target environment. The website, including all source code, will be provided in a format most suitable to the project, as described in the quotation.

7. MATERIAL PROVIDED BY THE CLIENT

Text

The client must provide sufficient information, for example in the form of detailed verbal information, written notes (preferably in digital format), brochures, leaflets or information from other relevant websites.

Images

Happyleaves will only use images provided by the client if they are of sufficient quality. Photographs must be provided electronically. Happyleaves reserves the right to graphically enhance images and save them into a format suitable for online use. Happyleaves will not be held liable for any copyright or licensing infringements of any images used on the website provided by the client.

8. DOMAIN NAMES

If stated on the quotation, Happyleaves will register one or more domain names on behalf of the client. Happyleaves will suggest appropriate domain names and check their availability. A domain name's availability during the initial stages of the project does not guarantee it will still be available at the time of registration.

The chosen domain name may be registered using the client's contact details, in which case it will be owned by the client. Happyleaves will manage the domain name registration and renewal on behalf of the client.

Alternatively, the client may request that Happyleaves manages the transfer of an existing domain name owned by the client. This will be billed at the hourly rate.

9. WEB HOSTING

The standard web hosting service provided by Happyleaves is as follows:

Setup and configuration of hosting for the website.
Installation of the website on the web host.
Configuration of name servers to link the domain name with the website hosted by the web host (where Happyleaves has registered the domain).
If Happyleaves will be setting up an email address using the Google Apps for Business service then this will be covered by Google's terms and conditions. Happyleaves's involvement in this service is limited to the initial setup on the client's behalf. Any ongoing support will be provided by Google's Help pages and support forums. The Google Apps account set up by Happyleaves will be separate from any existing Google accounts that the client may have.
Happyleaves may offer IMAP-based email accounts provided through the Hosting platform if requested by the client. Happyleaves will supply the relevant account details for the client to setup the email accounts on their desired device or platform. Happyleaves's involvement in this service is limited to the initial setup on the client's behalf.

10. PROJECTS NOT HOSTED BY HAPPYLEAVES

Wherever possible, Happyleaves will host work on our servers free of charge during the development phase. If the client wishes development work or a completed website to be hosted on their own servers then this might incur additional work for Happyleaves, for example if there are issues with the server setup. This is charged at the hourly rate.

If the client wishes to arrange their own web hosting for a completed website then the time taken to install the website on the client's web host will be charged at the hourly rate. Full payment must always be made before Happyleaves will hand over files to be hosted on the client's server or web host.

11. ADDITIONAL SERVICES

The client agrees to pay the additional fees for any work not described in the quotation that the client requests and approves in advance in writing during the course of the project. This will be charged at the hourly rate.

12. ADDITIONAL EXPENSES

The client agrees to reimburse Happyleaves for any additional expenses necessary and approved by the client in advance in writing for the completion of the services. An example of this might be work required due to unforeseen difficulties or fees incurred in obtaining access to the client's domain name, or additional meetings and travel time that were not previously quoted for. Additional expenses will be charged at the hourly rate plus expenses.

13. COMPLETION DATE

Happyleaves will book in the work and provide a predicted completion date once the client has accepted the quotation and paid any initial deposit. Any completion date should be viewed as a quotation. Happyleaves cannot be held responsible for any delays that are beyond Happyleaves' reasonable control or caused by the client's delay in responding to requests by Happyleaves.

14. PAYMENT

The client must pay for the work in full following receipt of an invoice from Happyleaves. All services shall be provided for the price specified in the quotation, price list and these terms. Web hosting costs begin when a draft of the website is put online for the client to view.

If paying for annual services, these will be renewed and invoiced automatically every 12 months.

Payment Terms

Unless otherwise stated on the quotation, 30% of the project value will be invoiced upon acceptance of the project quotation to secure studio time, 30% will be due on sign-off of creative design, 30% will be due on sign-off of working site prior to go-live and 10% will be due upon project completion and go-live. Payment shall be made by BACS transfer or by cheque. Payment by cheque will incur a delay in commencement until the funds have cleared into the Happyleaves bank account.

In case debt collection or legal action prove necessary, the client agrees to pay all reasonable fees incurred. Should the Company debt remain a Company liability then the debt is to be considered joint and several liability. Happyleaves reserves the right to withhold the client client's website from going live or remove the client's website or other services from viewing on the Internet if payment is not made in full within 28 days of the date of initial deposit payment. Happyleaves will give the client seven days' notice before removing the website from the Internet. This does not relieve the client of their obligation to pay the due amount. Happyleaves accepts no liability for any losses that the client incurs if the website is removed from the Internet due to non-payment.

15. ASSIGNMENT OF PROJECT

Happyleaves reserves the right to assign subcontractors to the project as required. Where subcontractors are used, Happyleaves reserves the right to share any information that is necessary for the work to be carried out. Happyleaves will remain fully responsible for the final results of the project.

16. ONGOING SUPPORT & MAINTENANCE

The client can contact Happyleaves at any time to commission one-off updates, upgrades or other changes to the work provided under the services. These will be charged at the hourly rate. Happyleaves will charge the hourly rate for repairing a website where the fault was caused by improper use or neglect by the client or any other party. If unforeseen issues occur with the client's website then Happyleaves will charge the hourly rate to restore it to a previous backup. Happyleaves agrees to provide the client with an estimate of hours and fees necessary for any and all such repair or restoration services, which shall be approved by the client in writing before Happyleaves may commence with such work.

17. CANCELLATION OF NEW SERVICES

Prior to the client's final approval of the draft services, each party reserves the right to terminate their agreement at any time. Happyleaves shall have the right to bill pro rata for work completed up to and including the date of that request, plus any expenses incurred, while reserving all rights under these terms and to the work.

If the client does not provide the information or approvals required for the services within a period of 60 days from the date it was requested by Happyleaves, or does not respond to contact within 60 days, then Happyleaves will deem this to be a cancellation of the agreement. Any deposit paid by the client will not be refunded if requsted at a later date.

18. CANCELLATION OF ONGOING SERVICES

Any ongoing services provided to the client by Happyleaves can be cancelled by the client at any time. The client must give Happyleaves at least 14 days' notice either in writing or by email. The client shall not be entitled to a refund for any part of a month or year for services yet to be provided which have been paid in advance.

If the client is cancelling the website hosting and domain name registration service (e.g. the client wishes to move the website to a different web host) then Happyleaves will release and hand over all website files. This will be billed at the hourly rate. If Happyleaves wishes to cancel any ongoing service provided to the client then they may do so at any time but must give the client at least 14 days notice in writing or by email.

19. COPYRIGHTS & TRADEMARKS

The client declares that it holds the appropriate copyright and/or trademark permissions for any information that it asks Happyleaves to include on a website under the services, including text and images. The client agrees to fully indemnify and hold Happyleaves free from harm in any and all claims resulting from the client not having obtained the required copyright and/or other necessary permissions. The client is assigned rights to use as a website the design, graphics and text contained in the finished assembled work. If Happyleaves has provided a logo or colour scheme for the client then the client is also assigned rights to use these throughout their business. Copyright for these elements will be transferred to the client once they have been paid for in full.

Happyleaves will provide image files of any parts of the website design to the client on request. This will be charged at the hourly rate. Rights to photos, graphics, source code and computer programs are specifically not transferred to the client, and remain the property of their respective owners.

20. AUTHORSHIP CREDIT

Unless specified otherwise in the quotation, the client must include a link at the bottom of each page of their website, establishing authorship credit to Happyleaves. This will be inserted by Happyleaves. Happyleaves may remove the link at any time. The client may only remove it with prior permission from Happyleaves. Happyleaves and its subcontractors retain the right to link to the client's website, display graphics and other web design elements as examples of their work in their respective portfolios, as well as to mention the client in publicity to promote Happyleaves, unless stated otherwise in the quotation.

21. LIMITED LIABILITY

The client hereby agrees that any material submitted for publication on a website will not contain anything leading to an abusive or unethical use of the web hosting service or host server. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel. The client hereby agrees to indemnify and hold harmless Happyleaves from any claim resulting from the client's publication of material or use of those materials.

For as long as Happyleaves is responsible for hosting and administration of the services, Happyleaves shall take all reasonable measures to protect the client's website or software including responsibility for daily data backups and regularly overseeing its security against illegal or unauthorised use. The client acknowledges that Happyleaves cannot guarantee the security of the services. If, at any time, the client is aware of any infiltration, or suspects that such infiltration may be taking place, it shall notify Happyleaves immediately.

Happyleaves total liability arising in connection with work provided under the quotation and these terms shall be limited to the total cost of services ordered by the client from Happyleaves during that financial year. Happyleaves shall not be liable for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation (howsoever caused) which arise out of or in connection with the services.

22. INDEMNIFICATION

The client shall defend, indemnify and hold harmless Happyleaves and its employees, agents and subcontractors from all liabilities, claims and expenses, including all reasonable legal fees that may arise or result from:

Any service provided or performed or agreed to be performed or any product sold by the client, its agents, employees or assigns.
Any injury to person or property caused by any products or services sold or otherwise distributed in connection with Happyleaves.
Any material supplied by the client that infringes on the proprietary rights of a third party.
The client's use of electronic commerce.
Any defective product which the client has provided via the services.

23. NON-DISCLOSURE

Happyleaves, its employees and subcontractors agree that, except as directed by client, it will not at any time disclose any confidential information to any person.

24. ENTIRE UNDERSTANDING

These terms and the corresponding quotation form the sole agreement between the client and Happyleaves regarding Happyleaves's web design and ongoing services. These terms shall be governed and construed in accordance with English law. The parties agree that if any part, term or provision of these terms shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected.