We will always do our best to fulfil your needs and meet your goals, but sometimes it is best to have a few things written down so that we both know what is what, who should do what and what happens if things go wrong.
In these terms, you won’t find complicated legal terms or large passages of unreadable text. We have no desire to trick you into agreeing to something that you might later regret. We want what’s best for the safety of both parties, now and in the future.
The following terms and conditions apply to all website development and design services provided by Medico Digital.
We have tried to keep these Terms and Conditions brief, easy to understand, and as straightforward as possible. If you have any questions, please do not hesitate to contact us.
Definitions and interpretations
“Medico Digital” or “We” means Medico Digital Solutions Ltd;
“The Client” or “You” means any person, entity or company entering into contractual arrangements with Medico Digital for the provision of any services by Medico Digital;
“Content” means any material including without limitation any text, images, designs, shapes, logos, videos, recordings and trademarks displayed on a Client’s Website;
“Website” or “Site” means any website created by or developed by Medico Digital.
Acceptance
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
Acceptance of these terms and conditions will be signified by an electronic signature at the end of this document.
What do both parties agree to do?
We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. We will endeavor to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work promptly at any stage. On top of this, we will also maintain the confidentiality of any information that you give us.
As our client, you have the power and ability to enter into this contract on behalf of your company or organisation. You agree to provide us with everything that we need to complete the project including text, images and other information when we need it, and in the format that we ask for.
You also agree to stick to the payment schedule set out at the end of this contract.
Legal stuff
We can’t guarantee that the functions or content contained in any web page templates or in a completed website will always be error-free and so we can’t be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if you have advised us of the possibilities of such damages.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Confidential Information and Security
All information, drawings, specifications, documents, contracts, design material and all other data, which either party may have disclosed and may from time to time disclose to the other party relating to its business, customers, prices, services, requirements, the website, the Services and these Terms and Conditions, including any technical specifications (the “Confidential Information”), are proprietary and confidential to the disclosing party.
Each party hereby agrees and undertakes to the other that it will use such Confidential Information and all other data solely for the purposes of these Terms and Conditions and it will not, at any time during or at any time after the completion, expiry or termination of any Agreement use or disclose the same whether directly or indirectly, to any third party without the other party’s prior written consent.
Each party further agrees and undertakes that it will not itself or through any subsidiary or agent use, sell, license, sub-license, create, develop or otherwise deal in any Confidential Information supplied to it by the other party or obtained while performing any Agreement. Each party will ensure that each of its employees, agents or sub- contractors will comply with the provisions contained within this Clause.
The provisions of this Clause do not apply to any confidential information or data which:
- is or becomes freely available in the public domain through no default of the receiving party; or
- is required to be disclosed by any court of competent jurisdiction or statutory or regulatory authority; or
- is received from a third party which owes no duty of confidentiality in respect of such information.
Copyright
You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide to us for inclusion in the website are owned by yourself or you have permission to use them. At the end of the project and after we receive your final payment, copyright is automatically assigned as follows:
You own the graphics and other visual elements that we create for you for this project. We will give you a copy of all files and you should store them really safely as we are not required to keep them or provide any native source files that we used in making them.
You also own text content, photographs and other data you provided unless someone else owns them.
We love to show off our work and share what we have learned with other people, so we also reserve the right to display a link back to our website on your completed project as well as include within our portfolio, write about the project on websites, in magazine articles and in books.
Expenses
You will be notified in advance for pre-approval of any additional expenses of those set forth on the terms of engagement. At Medico’s discretion, the Client shall either pay such fees directly to the third-party vendor or reimburse Medico Digital therefore upon presentation of applicable invoices/receipts. Medico Digital shall maintain records of expenses.
Websites
Any amount quoted for website projects, unless explicitly stated or agreed otherwise, excludes hosting of the website, domain name registering, video and image stock licenses and any additional licenses required for the operation/running of the website, outside of those agreed in the proposal. For every website project a timescale for delivery will be provided. If the project time extends outside of the allocated time frame due to:
- lack or delay of correspondence from the client,
- slow or delayed delivery of content from the client,
- or changes to the initial spec/proposal by the client,
an additional charge may be incurred. Once a website has gone live (a state where the website is visible on a domain to the public), unless agreed otherwise, the client has 1 week to request any changes that relate to:
- interoperability errors
- small tweaks (changes to be considered under one hour of labour),
- or spelling mistakes.
After this period, unless agreed otherwise, changes to the website will become chargeable at our day rate.
After this 1 week period, if your website is not hosted on our hosting, unless agreed otherwise, any errors, downtime, detection of viruses, malware, slow loading times or any issues relating to the operation of the website or any system we install are the responsibility of the website host, we will charge a day rate if requested to aid in resolving any such errors.
If you choose to host your website with another host other than Medico Digital and during or after the project additional work or correspondence is required from Medico Digital, the additional time will be charged at our day rate. (This includes additional time setting up any aspect of the server, correspondence to and from the server host, additional set up time as compared to using our own host).
All websites are developed to work primarily across all major browsers and platforms including other devices such as mobile phones and touchpads. However, we cannot guarantee complete and/or long term compatibility across every major browser, platform or handheld device due to updates/upgrades by their respective vendors. We also cannot guarantee compatibility in old or redundant browser software.
Website Delivery
Unless explicitly stated or agreed otherwise, our website build and delivery process adheres to 7 key stages:
Stage 1 – Discovery workshop
In order to start the project, we require an initial payment of 50% of the full amount quoted in your project proposal or previous correspondence.
Once payment is received your project manager will arrange a discovery workshop at a convenient time for all parties to discuss the brand, target audiences, products and services, competitors and proposition in more detail.
Stage 2 – Planning
Following completion of the Discovery workshop, our team will perform a content audit, reviewing existing website content and product information to identify any gaps and/or areas in need of improvement. Preliminary keyword research will be undertaken, the insights of which will be combined with the content audit to inform a complete list of website pages (sitemap).
The proposed website sitemap and main navigation items will be presented to the Client, from which pages will be identified as candidates for visual concept designs.
Stage 3 – User journey mapping
Our team will review the behaviour flow of users across existing website assets to identify key areas of drop-off and barriers to conversion. These insights will be cross-referenced against internal desk-based research to develop a holistic view of your target audiences, and to support the creation of the user journey maps.
Our design team will create low-fidelity interactive wireframe designs to illustrate key target audience user journeys, which will be presented to the client for feedback and up to 2 sets of iterations.
Stage 4 – Design and user experience
Drawing from insights gained from the creative discussion, our designers will create a set of visual concepts in mobile and desktop formats of key pages of the website sitemap using placeholder (dummy) content to illustrate the design, operation and functionality.
When the initial concepts are ready to review, your project manager will ask you to provide feedback on the designs. If we cannot meet your design objectives after two sets of design revisions then additional costs may be incurred for further iterations.
When a desired aesthetic for the website design has been reached your project manager will ask you to provide written confirmation, via email, that you’re happy for the concept designs to be translated into the website front-end design, thus signifying the end of the design phase. Please note that requests to change the design after this point will incur additional charges.
Stage 5 – Development
Once the designs have been approved and signed off, the development of your new website will start on our test server, which will be provided to you by your project manager when the first iteration of the development website is ready for review.
This is the stage in which input on the operation and functionality of the website is required from the client. Once the client has looked over the website on the testing server, we ask for feedback to the site via email or in a written format.
Stage 6 – Content and Tweaks
This is the stage in which input on the content and small tweaks of the website is required from the client. Please note that unless it’s agreed that copywriting, photography or stock image sourcing will be performed it is the client’s responsibility to produce all content for the website. We appreciate this can be a lengthy process so we urge all our clients to make sure they are prepared to deliver all website content within the project timeframe. If the project is delayed due to awaiting delivery of content from the client, an additional fee may be incurred.
In the case of a website redesign, we can source content from the previous site. Once the content on the site is populated and any required tweaks are made the client is then asked to sign off on stage 4 via email or in a written format. This effectively ends the stage at which large content changes or large design changes can be made to the website. This is due to interoperability testing that is required to ensure the correct operation of the website across browsers and devices. Making larger design or content changes after testing would then require re-testing, incurring additional time, labour and costing.
Stage 7 – Testing and launch
Once stage 6 is signed off we start website interoperability and mobile testing. At the end of the testing stage the website displayed on the test URL is effectively the final version. At this time, the client is asked to sign off on the whole project via email, phone or in a written format. Once this is done the remaining 50% of payment is then due. As soon as the remaining 50% payment is received a launch date and time will be agreed with the client. Once the site is launched we allow a 1 week grace period for the client to request any changes that relate to:
- Interoperability Errors
- Small tweaks (changes to be considered under 1 hour labour)
- Spelling mistakes
Outside of this grace period, unless agreed otherwise, changes to the website will become chargeable at our day rate. If we haven’t already done so, options for ongoing support will be discussed at this stage.
Medico Digital cannot be held liable for any missed launch date or deadline, if the client has been late in supplying materials, or has not approved or signed off work on time, at any stage.
If at any stage we ask you for feedback and we do not hear back from you within 4 weeks, we will assume that no further changes are required and invoice for the remaining balance.
As a small business, we must ensure that the work we have programmed is carried out at the scheduled time to remain efficient. On occasions, we may have to reject offers for other work to ensure that your work is completed at the time arranged. If the client decides to abandon the project before the final testing and launch stage, Medico Digital will issue a final settlement invoice for the work completed up until that date, which may include an early abandonment fee of up to 90% of the project fee, if a substantial amount of work or time has taken place since the project commenced.
Interoperability Testing Policy – As of 01/03/2018
Our interoperability testing performed on websites we build is exclusive to the most current browsers and versions, tablets, and phones that are above 1% usage worldwide only.
Browser Versions:
Google Chrome – C63, C64, C49
Firefox – FF58, FF57
Internet Explorer – Edge16
Safari – S11
Screen Sizes:
Desktop/Laptop – Most Used to Least Used, which are over 1%
- 1366 x 768
- 1920 x 108
- 1440 x 900
- 1280 x 800
- 1600 x 900
- 1024 x 768
- 1280 x 1024
- 1536 x 864
- 1280 x 720
Tablets/Larger Phones
- iPad Air 2 – 8
- Samsung Galaxy Tab 4 – 10.1
- Google Nexus 7
Mobile
- iPhone | 8, 7, 6s (Safari)
- iPhone SE (Safari)
- Samsung Galaxy | S6, S7, S8 (Chrome)
- Nokia Lumia 930 (Firefox)
Hosting
Hosting is invoiced in advance for a minimum of a 1 year period, unless agreed otherwise.
You may pay for hosting monthly, we will require written notice in advance should you want to opt for monthly billing, a 15% admin charge will be added to the monthly invoices. (this is to cover time and labour of processing 12 invoices instead of 1 invoice).
If you wish to cancel or move your hosting, we require 30 days written notice. We do not offer refunds for any hosting fees paid in advance.
In no circumstances do we release any server login details to anyone outside of Medico Digital (this excludes CMS login details).
If you require to move your website/emails to another host, we will provide an export of your website’s source code and database. There may be a fee to provide these files and if any outstanding invoices remain on your account we reserve the right to not release any files until all outstanding amounts are settled.
Our standard Website hosting allows 1GB of server hard drive space and 50GB of bandwidth.
If your website surpasses this limit an additional hosting charge may be applied, we will notify you via email if this is the case.
If your website or any script/file/resource associated with your website utilises a large amount of server CPU or RAM, additional work may be required to re-allocate your website to another host or optimise your files (you will be notified and this may be charged at an hourly rate).
Failure to pay hosting fees within the stated terms on your invoice may result in suspension of the hosting service. After 90 days if payment is not received all files associated with your hosting account will be deleted.
Hosting Support
In the case when a problem with your website arises, if your hosting is through our server you may notify us of the error via email and we will work to resolve any issues.
In the case where an error arises from internal errors we will do our best to resolve any issues inclusive of the monthly hosting cost.
In the case where an error arises through a circumstance caused by the client, an additional charge to resolve the issues may be applied. This may be due to:
- excessive server load – we will do our best to resolve any issues inclusive of the monthly hosting cost.
- a modification made by the client – an additional charge to resolve the issue may be applied.
Domains
In the case that Medico Digital acts on behalf of a client to register a domain the domain will be registered using domain privacy and set to auto renew on expiry.
It is the client’s responsibility to inform Medico Digital if they wish or intend to not renew the domain registration, otherwise the domain will be automatically renewed.
If the client wishes to transfer the domain away from Medico Digital’s registration service, a fee may be incurred.
Source Code/Artwork
We do not release any artwork or source code for any projects until full payment has been received. All designs, graphics and code remain the property of Medico Digital until full payment for the deliverables has been received.
An additional charge may be applied if artwork files are requested in a format that can be edited (PSD, AI).
Price
Prices are quoted in pounds sterling and are exclusive of VAT, which shall be charged at the applicable rate.
All prices quoted and accepted may be increased by Medico Digital serving written notice of increase on the Client if any alteration to the specification or the services rendered is made at the request of the Client to the extent that such alteration would have given rise to an increase in the quoted contract price had it been allowed for.
All prices quoted in respect of website design shall not include the cost of images in respect thereof.
Payment terms
At the start of the project, we will invoice you for 50% (unless otherwise stated) of the total design fee. Once the project is completed we will issue an invoice for the balance of the total website cost.
Unless otherwise stated, our payment terms are 30 days. We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly.
Failure to do so WILL result in an interest charge of 8.5% under the Late Payment of Commercial Debts (Interest) Act 1998 and compensation arising from late payment under section 5A of the Late Payment of Commercial Debts (Interest) Act 1998.
The required payment timeframe is stated on all invoices. If we do not receive payment within this timeframe we will reserve the right to restrict the services that we provide, this will include suspension of hosting, websites and emails.
Force Majeure
For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Medico Digital including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Medico Digital or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, pandemic, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
Medico Digital shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
If, in the event that a Force Majeure Event, Medico Digital cannot provide the Services to the Client for a period of 21 days or more, either party may terminate the contract,
The ‘small print’
You cannot transfer this contract to anyone else without our permission, except to the allied and affiliated entities of the customer. This contract stays in place and need not be renewed. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
In order for us to provide the Services, you may need to supply certain information or data. The parties shall comply with the Data Protection Act 1998 and all legislation that supersedes or clarifies that Act, including the General Data Protection Regulation (GDPR) (together referred to as “the Acts”). The parties shall duly observe and comply with all their obligations under the Acts and under similar applicable laws in any other country in which the Services are provided which arise in relation to any data processed in connection with this agreement, and shall render assistance and co-operation as is reasonably necessary or reasonably requested by the other party in respect thereto.
In no event shall the parties be liable, whether in contract, tort (including negligence), pre-contract or other representations or otherwise for any loss of business, contracts, profits or anticipated savings, loss of or damage to goodwill or reputation, loss of or corruption to data, in each case whether direct or indirect, or for any indirect or consequential or economic loss whatsoever. The parties total aggregate liability under or in connection with this contract, whether in contract, tort (including negligence), pre contract or other representations or otherwise shall be the aggregate charges payable by you in the twelve month period immediately prior to the date on which the cause of action first arose or where the contract has continued for a period less than 1 month, an amount equivalent to 1 months of charges. Parties agree that the total aggregate liability shall not in any case exceed the amount paid by the customer to Medico Digital.
Although the language is simple, the intentions are serious and this contract is a legal document governed by the laws of England and Wales and under exclusive jurisdiction of the English courts.
