The following terms and conditions apply to all IT services, including website development and design services, (the Services) provided by Hebden Bridge Media (HBM) to the Customer (the Customer), in conjunction with any relevant quotation provided to the Customer by Hebden Bridge Media (Terms), unless otherwise agreed in writing. Acceptance of a quote, purchase and/or use of the Services shall be considered acceptance of the Terms.
In the provision of Services to the Customer, Hebden Bridge Media agree to abide by the Customer's Code of Conduct.
Statement of Intent
Hebden Bridge Media operates an ethical business and always strives to provide the very best services with the Customer's best interests at heart.
Charges for the Services are defined in the project quotation that the Customer receives from Hebden Bridge Media via email. Quotations are valid for a period of thirty (30) days from the sent date. Hebden Bridge Media reserves the right to alter a quotation or decline to provide the relevant Services after expiry of the thirty (30) days.
Unless agreed otherwise with the Customer, all website design services require an advance payment of a minimum of thirty three (33) percent of the project quotation total before the work commences. A second payment of thirty three (33) percent is required after the Customer review and design sign-off stage, with the remaining percentage of the project quotation total due upon completion of the work and prior to upload to the server or release of materials.
Hebden Bridge Media working hours are Monday to Friday, 9 to 5, unless otherwise agreed.
Out of Hours Emergency support is available at standard rates for up to a maximum of two out of hours work requests per week. Additional requests made by the Customer are made on the understanding that they will be charged at double rates, or if under an ongoing maintenance agreement, hours will be logged at double the equivalent amount of time.
Standard rates are £600 per day or £75 per hour.
WordPress development rates are £360 per day or £45 per hour.
Please see our statement on pricing.
On engaging the Services of Hebden Bridge Media the Customer agrees to reimburse Hebden Bridge Media for any additional expenses necessary for the completion of the work. Expenses may include (but are not limited to) purchase of software licenses, hosting fees, domain names, special fonts and stock photography.
All Charges are exclusive of VAT. Hebden Bridge Media is not VAT registered.
2. Invoicing and payment
Hebden Bridge Media shall submit invoices in line with agreed upon timescales. Invoices are normally sent via email, however hard copy invoices are available on request. Payment is due on the date of receipt of the invoice by the Customer.
Payment for services is due on receipt by bank transfer unless otherwise agreed at the time of engagement. Bank details will be available on invoices.
On receipt allows for a reasonable seven (7) day grace period. On the eighth day after the invoice is issued the payment becomes due.
If the Customer fails to make any payment due to Hebden Bridge Media by the due date for payment, then, without limiting Hebden Bridge Media’s remedies under or in connection with these terms and conditions, the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Customer in default maintains any information or files on Hebden Bridge Media’s web space, Hebden Bridge Media will, at its discretion, remove all such material from its web space. Hebden Bridge Media is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Customer of the obligation to pay any outstanding charges assessed to the Customer’s account. Customers with accounts in default agree to pay Hebden Bridge Media reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Hebden Bridge Media in enforcing these Terms.
3. Change Control Process
As part of our project management process, we include a change control process. This will come into effect if your needs change or you find you need additional features after a website scope document has been signed off or we have moved on to the design phase of your project.
We ask you to provide details of the requested change and we assess whether the change is possible at the stage it has been requested, if it can be included as part of the website costs or whether it will incur an extra cost. This helps to keep the project on track and within budget.
4. Planning, Progress and Review
All work to be undertaken by Hebden bridge Media for the Customer is subject to agreement on an ongoing and ad hoc. basis. The degree to which work is specified will be ascertained at the time of planning the work. Planning constitutes the first phase of the work and is part of chargeable hours. Commencement of development or procedural work will only take place when both Hebden Bridge Media and the Customer are both in agreement. Planning documentation is considered part of IP. See section 10.
On commencement of development work, communication of any unforeseen circumstances will be made as necessary and appropriate. Adjustment of plans and procedures will be made on agreement. The Customer acknowledges and understands that web development work is complex and while every effort will be made to be comprehensive in any plans, any additional work required on discovery of unforeseen circumstances is subject to charges at agreed rates.
During and on completion of any development or procedural work Hebden Bridge Media will provide the Customer with an opportunity to review the work done. At the completion of the project, such materials and service process adjustments will be deemed to be accepted and approved unless the Customer notifies Hebden Bridge Media otherwise within seven (7) days of the date the materials and service process adjustments are made available to the Customer.
5. Turnaround Time and Content Control
Hebden Bridge Media will install and publicly post or supply the Customer’s website by the date specified in the project proposal, or at the date agreed with Customer upon Hebden Bridge Media receiving initial payment, unless a delay is specifically requested by the Customer and agreed by Hebden Bridge Media.
In return, the Customer agrees to provide Hebden Bridge Media promptly with all necessary co-operation, information, materials and data, access to services, staff and timely decision-making which may be reasonably required by Hebden Bridge Media for the performance of the Services. This shall include the Customer delegating a single individual as a primary contact to aid Hebden Bridge Media with progressing the commission in a satisfactory and expedient manner.
During the project, Hebden Bridge Media will require the Customer to provide website content; text, images, movies and sound files, along with any relevant background information. In addition reasonable access to all services required for the completion of duties shall be provided.
6. Failure to provide required website content
Hebden Bridge Media is a small business, and to remain efficient we must ensure that work we have programmed is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.
This is why we ask that the Customer provides all the required information in advance. On any occasion where progress cannot be made with the Customer’s website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge of up to 25% of the Charges.
If the Customer agrees to provide us with the required information and subsequently fail to do within one week of project commencement we reserve the right to close the project and the balance remaining becomes payable immediately. Simply put, do not give us the go ahead to start until you are ready to do so.
NOTE: Text content must be delivered as a Plain Text, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages must have the same titles as the agreed website pages. Contact us if you need clarification on this.
Using our content management system the Customer is able to keep your content up to date itself.
7. Web Browsers
Hebden Bridge Media makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Google Chrome, Microsoft Edge etc.). The Customer agrees that Hebden Bridge Media cannot guarantee correct functionality with all browser software across different operating systems.
Hebden Bridge Media cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Customer. As such, Hebden Bridge Media reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
Termination of Services by either party will include a notice period of thirty (30) days.
Termination of Services must be made in a written notice and will be effective on receipt of such notice. Telephone requests for termination of services will not be honoured until and unless confirmed in writing.
The Customer will be invoiced for work completed (including any expenses incurred, as outlined in clause 1) to the date of first notice of cancellation for payment on receipt and in any case, in full within thirty (30) days.
Hebden Bridge agree to assist in a respectful and cooperative manner in a handover period to another web service provider up to a maximum of thirty (30) days in alignment with the termination notice period.
Hebden Bridge Media believe in honourable conduct, transparency and ongoing management of all services being in full control of the Customer. Hebden Bridge Media will not hold exclusive access to any service used for the running of the Customer's website. This is to facilitate painless termination of services and smooth handover procedures. Equally respectful and honourable conduct is expected from the Customer with regards payment for services.
All Hebden Bridge Media services may be used for lawful purposes only. The Customer agrees to indemnify and hold harmless Hebden Bridge Media against all damages, losses and expenses arising as a result of any and all actions or claims resulting from the Customer’s use of Hebden Bridge Media’s service.
10. Intellectual property
Background IP means any IP Rights, other than Foreground IP, that is used in connection with these Terms.
Foreground IP means any IP Rights that arise or are obtained or developed by, or by a contractor on behalf of, either party in respect of the services and deliverables under or in connection with these Terms.
IP Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
All Background IP, including but not limited to any IP Rights in data, files and graphic logos provided to Hebden Bridge Media by the Customer, is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use the Background IP has derived). This includes software, plugins, etc. in accordance with the relevant licensor's standard licensing terms (which the Customer acknowledges may be open source or Creative Commons licensing terms).
The Customer hereby grants to Hebden Bridge Media a non-exclusive licence to publish and use such material, which may be sub-licensed to any contractor acting on behalf of Hebden Bridge Media. The Customer must obtain permission and rights to use any information or files that are copyrighted by a third party. The Customer is further responsible for granting Hebden Bridge Media permission and rights for use of the same. A contract for website design and/or placement shall be regarded as a guarantee by the Customer to Hebden Bridge Media that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. The Customer shall indemnify and hold harmless Hebden Bridge Media against all damages, losses and expenses arising as a result of any and all actions or claims that any materials provided to Hebden Bridge Media by or on behalf of the Customer infringe the IP Rights of a third party.
All Foreground IP shall vest in and be owned absolutely by the party creating or developing it. Hebden Bridge Media hereby assigns to the Customer with full title guarantee all of the Intellectual Property Rights in the Website, whether those Intellectual Property Rights exist on the Effective Date or come into existence during the Term. This assignment is for the full term of the assigned rights, including all extensions, renewals, reversions and revivals, and includes the right to bring proceedings for past infringements of the assigned rights. This assignment shall take effect in respect of a work upon the delivery of that work to the Customer and on full payment of outstanding invoices.
Each party (the Receiving Party) shall use its reasonable endeavours to keep confidential all information and documentation disclosed by the other party (the Disclosing Party), before or after the date of these Terms, to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any software, operations, products, processes, dealings, trade secrets or the business of the Disclosing Party (including without limitation all associated software, specifications, designs and graphics) or which is identified by the Disclosing Party as confidential (the Confidential Information) and will not use any Confidential Information for any purpose other than the performance of its obligations under these Terms. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party. This clause shall survive the termination of these Terms for whatever cause.
During the term of these Terms the Receiving Party may disclose the Confidential Information to its employees and sub-contractors (any such person being referred to as the Recipient) to the extent that it is reasonably necessary for the purposes of these Terms. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under these Terms as if the Recipient was a party to these Terms.
The obligations in this clause 10 shall not apply to any Confidential Information which is:
- at the date of these Terms already in, or at any time after the date of these Terms comes into, the public domain other than through breach of these Terms by the Receiving Party or any Recipient;
- furnished to the Receiving Party or any Recipient without restriction by a third party having a bona fide right to do so; or
- required to be disclosed by the Receiving Party by law or regulatory requirements, provided that the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.
- considered to be general good practice in respect of systems administration, programming procedures or otherwise not exclusively developed by the Customer as a unique process, design or system.
All tangible forms of Confidential Information, including, without limitation, all summaries, copies, excerpts of any Confidential Information whether prepared by the Disclosing Party or not, shall be the sole property of the Disclosing Party, and shall be immediately delivered by the Receiving Party to the Disclosing Party upon the Disclosing Party’s request or the termination of these Terms (whichever is earlier). The Receiving Party shall not copy, reproduce, publish or distribute in whole or in part any Confidential Information without the prior written consent of the Disclosing Party.
The Customer acknowledges by using Third Party services that responsibility for confidentiality is held by the Third Party and separate agreements must be in place. Hebden Bridge Media shall not be held liable for breaches of confidentiality arising out of the agreed use of Third Party Services.
12. Data protection
For the purposes of this clause, Data Protection Law means the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018, any other data protection and/or privacy laws applicable to Hebden Bridge Media, and any applicable laws replacing, amending, extending, re-enacting or consolidating the above from time to time.
Both parties will comply with all applicable requirements of Data Protection Law. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Law.
The Customer will comply with Data Protection Law in connection with the collection, storage and processing of personal data (which shall include you providing all the required fair processing information to, and obtaining all necessary consent from, data subjects), and the exercise and performance of your respective rights and obligations under these terms and conditions, including all instructions given by the Customer to Hebden Bridge Media and maintaining all relevant regulatory registrations and notifications as required under Data Protection Law.
The parties acknowledge that if Hebden Bridge Media processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the Customer is the controller and Hebden Bridge Media is the processor for the purposes of Data Protection Law.
The scope, nature and purpose of processing by Hebden Bridge Media, the duration of the processing and the types of personal data and categories of data subject are set out in our Privacy Notice and the project quotation.
In relation to the processing of personal data under these terms and conditions, Hebden Bridge Media shall:
- process personal data on the Customer’s behalf only on and in accordance with the Customer’s documented instructions as set out in this clause 11 (as updated from time to time by agreement between the parties), unless required to do so by applicable law; in such a case, we shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
- ensure that persons authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
- implement and maintain appropriate technical and organisational measures in relation to the processing of personal data; you hereby acknowledge that you are satisfied that our processing operations and technical and organisational measures are suitable for the purposes for which you propose to use our services and engage us to process the personal data;
- promptly refer all data subject requests we receive to you and, taking into account the nature of the processing, assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;
- assist you in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to us and only in the event that you cannot reasonably be expected to comply with the requirements of Articles 32 to 36 without our information and/or assistance (e.g. you do not possess or otherwise have access to the information requested). We may charge our reasonable costs on a time and materials basis in providing you with such assistance;
- retain personal data in accordance with the retention periods set out in our Privacy Notice;
- make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28(3) and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you provided: (i) you give us at least 7 days prior notice of an audit or inspection being required; (ii) you give us a reasonable period of time to comply with any information request; (iii) ensuring that all information obtained or generated by you or your auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential; (iv) ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to our business; (v) no more than one audit and one information request is permitted per calendar year; and (vi) paying our reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits;
- take reasonable steps to ensure the reliability of anyone who we allow to have access to personal data, ensuring that in each case access is limited to those individuals who need to know or access the relevant personal data, as necessary for the purposes of the Terms; and
- notify the Customer without delay (and if possible within 24 hours) upon us or any sub-processor becoming aware of a personal data breach affecting personal data processed on the Customer’s behalf, providing the Customer with sufficient information to allow you to meet any obligations to report or inform data subjects of the personal data breach.
The Customer hereby gives Hebden Bridge Media consent to engage sub-processors for processing of personal data on your behalf. We shall inform the Customer before transferring any personal data processed on your behalf to a new sub-processor. Following receipt of such information you shall notify us if you object to the new sub-processor. If you do not object to the sub-processor within seven calendar days of receiving the information, you shall be deemed to have accepted the sub-processor. If you have raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within reasonable time, the Customer shall have the right to terminate these Terms with a notice period determined by the Customer, without prejudice to any other remedies available under law or contract. During the notice period, we shall not transfer any personal data processed on the Customer’s behalf to the sub-processor.
Hebden Bridge Media shall enter into appropriate written agreements with all of its sub-processors on terms substantially similar to these Terms. We shall remain primarily liable to the Customer for the performance or non-performance of the sub-processors’ obligations. Upon your request, we are obliged to provide information regarding any sub-processor, including name, address and the processing carried out by the sub-processor.
We will not transfer personal data processed on your behalf to a country outside the United Kingdom which is not recognised by the European Commission to have an adequate level of protection in accordance with Data Protection Law unless the transfer is effected by such legally enforceable mechanism(s) for transfers of personal data as may be permitted under Data Protection Laws from time to time.
13. Standard Media Delivery
Unless otherwise specified in the project quotation, this Agreement assumes that any materials will be provided by the Customer in electronic format and that photographs and other graphics may be provided physically in high quality print fit for purpose. Although every reasonable attempt shall be made by Hebden Bridge Media to return to the Customer any images or printed material provided for use in creation of the Customer’s website, such return cannot be guaranteed.
14. Design Credit and Marketing
A link to Hebden Bridge Media will appear in either small type or by a small graphic at the bottom of the Customer’s website. If a graphic is used, it will be designed to fit in with the overall site design. If a Customer requests that the design credit be removed, a nominal fee of 10% of the total development charges will be applied. When total development charges are less than £10000, a fixed fee of £1000 will be applied unless otherwise agreed.
The Customer agrees that the website developed for the Customer may be presented in Hebden Bridge Media’s portfolio, and hereby grants Hebden Bridge Media a worldwide, perpetual, non-exclusive licence to use its name, logo and branding for advertising, marketing and promotional activities.
15. Third Party Servers
Hebden Bridge Media designs and tests websites to work on its own servers, and cannot guarantee correct functionality if the Customer wishes to use a third-party server. In the event that the Customer is using a third-party server, it is the responsibility of the Customer and any third party host to ensure that the server is compatible with the website. Hebden Bridge Media will assist the Customer to configure the server and in addition mail services, Domain and DNS services, or any other integration services as required. However, this will be subject to additional charges.
If the Customer’s website is to be installed on a third-party server, or other third party services are used Hebden Bridge Media must be granted reasonable access to enable continuance of duties. Depending on the specific nature of the project, other resources might also need to be configured on the server.
16. Post-Placement Alterations
In the event that the Customer wishes to make alterations to the website once installed, the Customer agrees to give Hebden Bridge Media the opportunity to quote to provide such alterations. There is no obligation on the Customer to accept the quote provided by Hebden Bridge Media.
Hebden Bridge Media cannot accept responsibility for any alterations caused by the Customer or a third party occurring to the website once installed. Such alterations include, but are not limited to additions, modifications or deletions.
17. Domain Names
Hebden Bridge Media may purchase domain names on behalf of the Customer. Payment in relation to, and renewal of, those domain names is the responsibility of the Customer. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Hebden Bridge Media. The Customer should keep a record of the due dates for payment to ensure that payment is received in good time.
18. Third Party Products
Any third party software which Hebden Bridge Media agrees to provide shall be supplied in accordance with the relevant licensor’s standard terms. The one-off licence fee for such third party software is included in the Charges payable pursuant to clause 1. Typically Hebden Bridge Media advise that all licenses are registered and paid for in the Customer's own name and account.
These Terms constitute the entire agreement between the parties and supersedes all previous representations, promises, assurances, warranties, understandings and agreements between them, whether written or oral, relating to their subject matter.
A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
These Terms do not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of these Terms.
No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A notice given to a party under or in connection with these Terms shall be in writing and in English, by email or next working day delivery service. Notices to the Customer shall be sent to the email address or address last notified to Hebden Bridge Media. Notices to Hebden Bridge Media shall be sent to the email address or address set out on Hebden Bridge Media contact page.
20. Digital Marketing
Hebden Bridge Media do not provide Digital Marketing Services however will cooperate with a Third Party service provider as necessary. Additional fees may be payable.
Nothing in these Terms shall operate to exclude or limit either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud; or (c) any other liability which cannot be excluded or limited under applicable law.
Hebden Bridge Media shall not be liable under or in connection with these Terms or any collateral contract for any:
- loss of revenue;
- loss of actual or anticipated profits;
- loss of contracts;
- loss of business;
- loss of opportunity;
- loss of goodwill or reputation;
- loss of, damage to or corruption of data;
- any indirect or consequential loss;
- loss or damage caused by any inaccuracy, omission, delay or error;
- loss or damage to the Customer’s artwork/photos supplied for the website;
- losses that may be attributable to failure of any third party systems in use in the Customer's website;
- any losses arising out of a Force Majeure Event which means an event, or a series of related events, that is outside the reasonable control of the party affected, including, but not limited to
- failures of the internet or any public telecommunications network,
- hacker attacks,
- denial of service attacks,
- virus or other malicious software attacks or infections,
- power failures,
- industrial disputes affecting any third party,
- changes to the law,
- terrorist attacks and
whether as a result of negligence or other cause in the production of the website or provision of services.
The Customer understands that websites can be extremely complex and while Hebden Bridge Media shall endeavour to make right any problem associated with the website operations, this will be for payment at agreed rates.
The entire liability of Hebden Bridge Media to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid within the last 30 days for the Services under this Agreement in respect of which the breach has arisen.
In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the original provision.
In the event of any dispute Hebden Bridge Media would always prefer Mediation before litigation and will endeavour to be reasonable and cooperative at all times. By engaging Hebden Bridge Media for the provision of Services the Customer agrees to pursue all avenues to resolution prior to litigation should any disagreement arise.
24. Governing Law and Jurisdiction
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.