Terms and Conditions
By placing an order with DedGud Ltd., you confirm that you are in agreement with and bound by the terms and conditions below.
Definitions
- The Client
- The company or individual requesting the services of DedGud Ltd.
- DedGud Ltd.
- Primary designer/site owner & employees or affiliates.
- The Development
- Any application or programming relating to a site or software developed by DedGud Ltd.
General
DedGud Ltd. will carry out work only where an agreement is provided either by email or post. DedGud Ltd. will carry out work only for Clients who are 18 years of age or above. An ‘order’ is deemed to be a written or verbal contract between DedGud Ltd. and the Client, this includes telephone, postal and email agreements.
Specification
DedGud Ltd. will provide a scoping document signed by DedGud Ltd. and the Client to determine the development requirements and will be used to enable DedGud Ltd. to provide a quote.
The Client, or if agreed at extra cost DedGud Ltd., will provide a complete specification at the beginning of the development which will be signed by DedGud Ltd. and the Client before acceptance of any order. The specification will detail the functionality of the development and will be used to test against and ultimately determines an order being complete.
The Client, or if agreed DedGud Ltd., will provide a creative specification and all creative graphics and associated media required for the development.
Website Design
Whilst every endeavour will be made to ensure that the development and any scripts or programs are free of errors, DedGud Ltd. cannot accept responsibility for any losses incurred due to malfunction, the development or any part of it.
Any scripts, cgi applications, php scripts, or software (unless specifically agreed) written by DedGud Ltd. remain the copyright of DedGud Ltd. and may only be commercially reproduced or resold with the written permission of DedGud Ltd. Use of such scripts, cgi applications, php scripts, or software other than for the purpose of the Order is forbidden.
DedGud Ltd. cannot take responsibility for any copyright infringements caused by materials submitted by the Client. DedGud Ltd. reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
Any additions or revisions to the specification may require an additional payment and will be carried out at the discretion of DedGud Ltd. and where no charge is made by DedGud Ltd. for such additions, DedGud Ltd. accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.
The Client agrees to make available as soon as is reasonably possible to DedGud Ltd. all materials required to complete the site to the agreed specification and within the agreed deadline. If the completion of the site has been delayed due to the Client not supplying data, text, images or payments then the balance of the project will become due 14 days after DedGud Ltd. have completed development of the website structure, programming and pages minus the content not supplied by the Client.
DedGud Ltd. will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
DedGud Ltd. will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner.
DedGud Ltd. will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.
DedGud Ltd. will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.
Implementation Plan
Key milestones in the development process are:
User Acceptance Testing(UAT)
DedGud Ltd. will provide a test environment for the Client to perform testing on, except where described in the “Database, Application and E-Commerce Development” section of these terms.
The Client agrees to test the development according to the agreed specification. The Client will sign off development when the development matches the agreed specification. The Client is expected to test fully the development before being made generally available for use. The Client has the right to terminate the contract for any failure to pass the acceptance tests.
Where “bugs”, errors or other issues are found after the development is live, DedGud Ltd. will endeavour (but is not obliged to) to correct these issues to meet the standards in the specification.
Go Live
“Live” is when the development is available on the internet and usable by the Client as agreed at UAT. DedGud Ltd. will promote to live the development as signed off by the Client from UAT.
Initial Warranty Period
DedGud Ltd. agree an initial warranty period of 1 calendar month from the date of Go Live. Warranty agreements after this period are subject to a separate maintenance order or contract.
Database, Application and E-Commerce Development
DedGud Ltd. cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the Client in ensuring that all software is functioning correctly before use.
Where applications or sites are developed on servers not recommended by DedGud Ltd., the Client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the Client’s responsibility to provide a suitable testing environment which is identical to the final production environment.
DedGud Ltd. may include a link or acknowledgment of DedGud Ltd. in the development,
e.g. a hyperlink on a web page that links to DedGud Ltd. material or website.
If DedGud Ltd. need to sub-contract or purchase any element of the development or services this will be communicated to the Client as soon as possible for their consideration.
Third Party Software
Sometimes DedGud Ltd. may use third party software. Any licensing restrictions or charges for this software will be borne by the Client and not DedGud Ltd. If third party software is to be used for the development it will be disclosed to the Client as soon as is possible by DedGud Ltd. for their consideration.
The performance and reliability of any third party software used in the development is not guaranteed by DedGud Ltd. and remains the responsibility of the third party software owner(s).
Website Hosting
DedGud Ltd. use a variety of different web hosting companies depending on the nature and requirements of the development. The standard monthly data transfer limit is 1GB per month, if this is exceeded there may be additional hosting fees.
Whilst DedGud Ltd. uses or may recommend various hosting companies to host websites, no guarantees can be made as to the availability or interruption of this service by DedGud Ltd. and DedGud Ltd. cannot accept any liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.
Data Accuracy and / or Completeness
The Client acknowledges that DedGud Ltd. does not warrant, and specifically disclaims any warranty, that any Data supplied or any other information provided in connection therewith is accurate or complete. DedGud Ltd. will make reasonable efforts to provide accurate and complete Data; but the volume of information compiled and the variety of sources from which the information may come makes it impossible to warrant accuracy or completeness of any kind. In no event will DedGud Ltd. be liable for special, indirect or consequential damages however caused whether by negligence or otherwise even if DedGud Ltd. has been advised of the possibility of such damages.
Payment of Accounts
Payment is free of VAT.
All services agreed to in the contract shall be sold for the price specified in the Order. Payment is accepted by bank transfer, PayPal invoice or debit/credit card via PayPal – the relevant details are shown on all invoices. Only once a payment is cleared funds will it be deemed received. If paying by PayPal or debit/credit card then there is a 3.5% surcharge to cover payment processing fees.
A 50% deposit is required from any new Client before any work is carried out. It is the DedGud Ltd. policy that any outstanding accounts for work carried out by DedGud Ltd. or its affiliates are required to be paid in full, no later than 28 days from the date of the invoice unless by prior arrangement with DedGud Ltd.
Once a development has been designed, completed and has finished the Initial Warranty Period the final balance of payment is then due in accordance with our payment terms. There are no exceptions to this, i.e. If the Client decides they no longer want the development as they have commissioned it and paid a deposit they are still obliged to pay for the work that has been done. Non payment will result in legal action being taken if necessary.
We will contact clients via email and / or telephone to remind them of such payments if they are not received when due.
If accounts are not settled or DedGud Ltd. have not been contacted regarding the delay of any payments, access to the development or related website / service may be denied and web pages removed. During such periods, DedGud Ltd. revoke any and all rights and licences granted to Client. DedGud Ltd. may then pass such cases to a Debt Collection Service or the Small Claims Court to pursue payment. Should collection prove necessary, the Client agrees to pay all fees incurred by that process. If an amount remains outstanding 30 days after its due date, an additional five percent (5%) above the Bank of England base rate penalty will be added for each month the invoice remains outstanding.
Contract or Agreement Breakdown
If contracts or agreements are not upheld by the Client, access to the development or related website / service may be denied and web pages removed. During such periods, DedGud Ltd. revoke any and all rights and licences granted to the Client. DedGud Ltd. may then cancel the contract or agreement or pass such cases to a mediator or arbitrator for contract or agreement reconciliation.
If the Client does not agree to pay half the costs of mediation or arbitration service to help reach a compromise solution then DedGud Ltd. reserve the right to take legal action or to cancel the agreement.
Cancellation & Refunds
In the event that work is postponed or cancelled at the request of the Client, the Client will forfeit any deposit paid under this agreement. DedGud Ltd. shall have the right to bill pro rata for work completed to the date of that request and for any software, scripts images or other items purchased for the project, while reserving all rights under the contract. If additional payment is due, this shall be payable within 14 days of the Client's notification to stop work. In the event of cancellation, the Client shall also pay any expenses incurred by DedGud Ltd. and DedGud Ltd. shall own all rights to the work. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
If the Client applies by registered letter within seven(7) days of agreeing the contract, work already completed shall be billed at the standard hourly rate of £20 per hour, and deducted from the initial payment. If the work that has been completed is beyond the amount covered in the initial payment, the Client shall be liable to pay for all work completed.
Refunds will not be given for data that has been purchased or access to a web service has been provided - the onus is on the Client to ensure that the data / web service provided will meet their requirements prior to deciding to buy the data / web service - data samples and formats etc can be provided to this end.
In the event of cancellation of the contract or agreement by DedGud Ltd., DedGud Ltd. may refund any money pro rata that has not been used to pay for work up to the cancellation point.
Indemnity
The Client agrees to fully indemnify and keep DedGud Ltd., its subsidiaries, affiliates, officers, partners, employees and agents fully indemnified from and against all actions, demands, costs (on a fully indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever arising from your breach of the Contract, your use or misuse of the development or services, any malware, any claims by third parties as to ownership or other rights to use a Domain Name where one has been registered by or transferred to DedGud Ltd. at your request or arising in any way by the Client infringing (whether innocently or knowingly) third party rights (including without limit intellectual property rights).
Limited Liability
The Client hereby agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service or Host Server. Abusive and unethical material 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 avocation illegal activity and any infringement of privacy or libel.
The Client hereby agrees to indemnify and hold harmless DedGud Ltd. from any claim resulting from the Client's publication of material or use of those materials. The Client hereby agrees to indemnify and hold harmless DedGud Ltd. in any claim resulting from the submission of illegal materials. If DedGud Ltd. shall acquire an Internet domain name on behalf of the Client, then in such case the Client hereby waives any and all claims which it may have against DedGud Ltd. for any loss, damage, claim or expense arising out of or in relation to the registration of such domain name in any on-line or off-line network directories, membership lists, or registration lists, or the release of the domain name from such directories or lists following the termination of the providing of this service by DedGud Ltd. for any reason.
Nothing in the Contract or these Conditions shall exclude or limit the liability of DedGud Ltd. for death or personal injury resulting from its negligence or fraudulent misrepresentation nor affect the statutory rights of consumers.
To the fullest extent permitted by law, the development and its contents, including third party software is provided by DedGud Ltd. on an "as is" and "as available" basis and no representations or warranties (expressed or implied) of any kind are made (and they are expressly disclaimed) with respect to the development or its contents including, without limit, warranties of merchantability and fitness for a particular purpose.
Entire Understanding
The Contract (including these terms and conditions) constitutes the sole agreement between DedGud Ltd. and the Client regarding the development or related Services. It becomes effective when the Client instructs DedGud Ltd. to commence work via a completed order. This Contract shall be governed and construed in accordance with the laws of the United Kingdom. The parties agree that if any part, term or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.
Complaints Procedure
Informal Procedure
Anyone who experiences a problem with their development or service provided by DedGud Ltd. should raise the matter directly using our online contact form to do so, giving sufficient information to locate the material (such as a url) and clearly outlining the grounds for complaint.
DedGud Ltd. will approach the individual responsible for the material in question with a view to resolving the matter to the satisfaction of the complainant.
Formal Complaints Procedure
The formal complaints procedure should only be used where a satisfactory conclusion has not been reached after following the informal procedure.
A formal complaint should be made in writing to DedGud Ltd., who will acknowledge receipt and ensure that the matter is looked into as soon as possible.
An initial response to any complaint can be expected within seven days of its receipt; a full and considered response to the complaint should be completed within 30 days and any subsequent remedy implemented with the minimum of delay.
Confidentiality
The Client shall promptly notify DedGud Ltd. if it becomes aware of a breach of confidence in relation to the Contract and shall give DedGud Ltd. all reasonable assistance in connection with any proceedings DedGud Ltd. may institute against a third party at DedGud Ltd's expense. DedGud Ltd. may be required, in the course of maintaining domain names, to provide registrars with current registrant information.
Privacy
The information you provide to us will be stored on computer and any associated media storage. DedGud Ltd. are committed to protecting your privacy. DedGud Ltd. and any of our associated companies may use the information you provide us to provide a more personalised service and to tell you about changes in our and their service or any new services which DedGud Ltd. think you will find valuable. If you object to any of these uses at any time, then please inform us by writing to DedGud Ltd. at the address set out in the "contact us" section at http://www.dedgud.com. We may also use such information where and to the extent of any requirement to comply with any applicable law, legal process or to enforce any of these Conditions.
Non-Disclosure agreements can be requested before discussing any development with DedGud Ltd.
DedGud Ltd. may use the Client’s name in any marketing materials on the understanding that is not defamatory in any way towards the Client.
The Client may use DedGud Ltd.’s name in any marketing materials on the understanding that is not defamatory in any way towards DedGud Ltd.
See also our Privacy Policy at http://dedgud.com/dedgud-privacy-policy
Disputes
The Client and DedGud Ltd. agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to third party independent arbitration.
Acceptance of Terms and Conditions
Continued use of any development, Software, Website, Data or any other service provided by DedGud Ltd. constitutes your acceptance of any changes made by DedGud Ltd. to these terms and conditions as they may be amended from time to time and may be found here on DedGud Ltd's website.
These terms and conditions may be changed by DedGud Ltd. and you acknowledge that it is your responsibility to check the above website for updated or amended terms and conditions.
