1. Acceptance
1.1. A copy of these terms and conditions must be signed by all new Clients at the time of submission of work to Inmeres Solutions Limited, indicating agreement to and acceptance of these Terms and Conditions. Alternatively, payment of an advance fee or payment online is an acceptance of our terms and conditions. A copy of these terms and conditions is available via our website.
1.2. Terms and Conditions relating to hosting account content and usage may be found at www.inmeres.com/hosting-tandc/.
2. Payments
2.1. Charges for services to be provided by Inmeres Solutions Limited are defined in the project quotation that the Client receives via e-mail. Quotations are valid for a period of 30 days. Inmeres Solutions Limited reserves the right to alter or decline to provide a quotation after expiry of the 30 days.
2.2. Unless agreed otherwise with the Client, all services require an advance payment of a minimum of fifty (50) percent of the project quotation total before the work begins. Thirty (30) percent of the project will be due upon completion of the design stage. The remaining twenty (20) percent of the project quotation total will be due upon completion of the work prior to upload to the server or release of materials. Charges for web design work does cover the release of design source files if required by the Client.
2.3. Staged development will result in deliverables as specified in the schedule supplied. Payment for each stage will be due on delivery. Payment will be tendered within 30 days of our invoice.
2.4. Invoices will be provided by Inmeres Solutions Limited upon completion of the work for Web Design and any associated services. Invoices are normally sent via email; however, the Client may choose to receive hard copy invoices. Invoices are due upon receipt.
2.5. Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Inmeres Solutions Limited’s Web space, Inmeres Solutions Limited will, at its discretion, remove all such material from its web space. Inmeres Solutions Limited is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Cheques returned for insufficient funds will be assessed a return charge and the Client’s account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Inmeres Solutions Limited reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Inmeres Solutions Limited in enforcing these Terms and Conditions.
2.6. Travel expenses for necessary meetings and approved journeys undertaken by Inmeres Solutions Limited staff and associates will be charged to the client at cost when tickets are available (for example, but not limited to: plane, train, tolls) and at 40p/mile for car travel.
3. Project
3.1. Client Review. Inmeres Solutions Limited will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. All phases will require a sign-off form to be completed by the Client. Such forms will be deemed to be accepted and approved unless the Client notifies Inmeres Solutions Limited otherwise within ten (10) working days of the date the forms are made available to the Client.
3.2. Inmeres Solutions Limited will act as the prime contractor for the development and may sub-contract specific portions of the task as required, except that Inmeres Solutions Limited permanent staff will act as Project Managers and primary contact point for all dealings with the client.
3.3. The duration of the project will be as defined in the schedule supplied. Extensions to this timeframe caused by non-delivery of materials or non-completion of agreed tasks by the client as specified in the schedule of this document may result in additional charges by Inmeres Solutions Limited, such charges to be agreed in writing at the earliest opportunity.
3.4. If extensions to the agreed timescale become necessary due to the non-delivery by the client of agreed content, assets, sign-offs or other necessary components on or before the deadline dates specified in the schedule supplied, Inmeres Solutions Limited reserve the right to invoice pro-rata for work carried out up to the agreed payment date.
3.5. Inmeres Solutions Limited and its sub-contractors shall ensure that the services are carried out with reasonable care and skill in accordance with the client’s instructions. In the event of any element of the services provided being unacceptable, and it being shown that this is due to negligence on the part of Inmeres Solutions Limited and its sub-contractors, then our only obligation shall be either to repeat that element of the service at no extra cost, or to refund (or waive) any money paid (or payable) for that element of the service. These warranties specify the entire liability. Whilst Inmeres Solutions Limited will take all necessary steps to ensure that delivered applications are complete and bug free, final testing and approval of the delivered product shall be the responsibility of the client.
3.6. On release of the website, Inmeres Solutions Limited will undertake second-line technical support of the product for a period of one (1) month; on no account will Inmeres Solutions Limited be involved in direct customer support.
3.7. Post-Placement Alterations. Inmeres Solutions Limited cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.
4. Licensing
4.1. It shall be the responsibility of the client to ensure that all data and content assets supplied to Inmeres Solutions Limited are legally permitted for use, and that any restrictions on use or necessary copyright notices are notified in writing to Inmeres Solutions Limited. Inmeres Solutions Limited accept no liability for breach of copyright or other intellectual rights on data included in the finished product.
4.2. It shall be the responsibility of Inmeres Solutions Limited to ensure that all software and screen design elements used within the developed product are legally permitted for use, and that any restrictions on use or necessary copyright notices or licence requirements are notified in writing to the client.
4.3. All intellectual property rights associated with any original general artwork, commissioned artwork, illustrations, website design, programming and copy developed under this agreement remain the property of Inmeres Solutions Limited. The client will be granted a royalty free, non-exclusive, irrevocable licence to reproduce, publish and use it, in part or in whole, for subsequent development of the product(s) covered by this agreement.
4.4. The completed project may include executable code from other sources. Inmeres Solutions Limited will ensure that it has the necessary rights to use such code. In addition, where it is required that this code be distributed to the end-user, then Inmeres Solutions Limited will ensure that it has the necessary rights to grant the licence as described in the previous paragraph.
4.5. We reserve the right to use any artwork or printing we produce for the purposes of promoting our services unless the Client request otherwise in writing.
4.6. Unless the Client request otherwise in writing, a link to Inmeres Solutions Limited will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design.
5. Termination
5.1. This agreement may be terminated at any time by the client, provided such termination is notified in writing. The client will agree to pay within 10 days all amounts due under the terms of the agreement up to the date on which notification is received, with pro-rata payment for dates which fall between scheduled payment stages. On receipt of payment, Inmeres Solutions Limited will deliver to the client all material and software produced to date.
5.2. This agreement may be terminated at any time by Inmeres Solutions Limited with 30 days written notice. The client will agree to pay within 30 days all amounts due under the terms of the agreement up to the agreed termination date, with pro-rata payment for dates which fall between scheduled payment stages. On receipt of payment, Inmeres Solutions Limited will deliver to the client all material and software produced to date.
6. Severability
6.1. 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 invalid, illegal or unenforceable provision.
7. Law and Jurisdiction
7.1. This Agreement shall be governed by the laws of England and Wales.