Terms and Conditions (Last updated: 2010.03.05)

Definitions

The client, you: The company or individual requesting the services of RAVEN-SOFT DESIGN LIMITED.

Raven Soft, Raven Soft Design we, us, our: RAVEN-SOFT DESIGN LIMITED, registered in England and Wales No 6780312.

Governance

The following terms shall be considered a contract made in England and subject to English Law.

All disputes arising out of this contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Clients from other locations are responsible for compliance with their local laws and taxes as applicable. Any disputes not resolved by normal complaints procedure will be resolved exclusively in the courts of England and Wales under English Law.

Contract.

Raven Soft will start the contractual process by sending you an e-mail of offer bound to these terms and conditions. Said e-mail of offer will state the contracted specification of services and/or products that Raven soft agree to provide and the corresponding cost to the client. Replying to the e-mail of offer constitutes valid acceptance of the contract under the terms and conditions outlined in this document. WE ONLY ACCEPT ORDERS UNDER OUR TERMS AND CONDITIONS.

Raven Soft reserve the right to cancel a contract at any time.

Raven Soft Obligations.

Raven Soft agrees to provide the goods and/or services described in the e-mail of offer subject to the terms in this document.

Any extra works or costs order by the client as additional to those defined in the e-mail of offer will be charged to the client unless otherwise agreed in writing between Raven Soft and the client. Such works or costs will be undertaken at the sole discretion of Raven Soft.

Other costs directly attributable to the website including travelling expenses will be set prior to and only with the agreement of the client.

Raven Soft may as part of fulfilling the contract, arrange the engagement of Internet services on behalf of the client. Acceptance of these terms and conditions indicates that client gives Raven Soft permission to do so. The client shall be solely responsible for any such contracts made by Raven Soft on their behalf. We will inform you by e-mail before making any such contracts.

Concept Designs.

Depending on what is agreed in the contract Raven Soft will produce one or more concept designs for the client prior to building the full website or application.

Copyright is retained by Raven Soft on all design work including words, pictures, ideas, design concepts, visuals and illustrations unless specifically released in writing and after all costs have been settled. If a choice of design is presented, only one solution is deemed to be given by Raven Soft as fulfilling the contract. All other designs remain the property of Raven Soft, unless agreed in writing that this arrangement has been changed.

For low cost sites below £1000 (one thousand pounds), unless previously agreed, only one concept design is possible. If further designs are required Raven Soft reserve the right to charge an additional fee for the time required to produce the new designs. The client should ensure Raven Soft is provided with a preferred colour scheme and design requirements before the design concept is produced.

The client must agree on a design concept before Raven Soft will begin production. If the client requires any significant deviation from the original design concept after production has commenced Raven Soft reserve the right to charge these modifications to the client, unless otherwise agreed in writing between the client and Raven Soft before production has begun.

Client Obligations.

The client must provide Raven Soft with sufficient information and any agreed resources to allow the contract to be fulfilled. This includes but is not limited to any passwords and authority to act on the clients behalf when dealing with third party service providers.

If after 6 weeks the client has not provided Raven Soft with the appropriate materials required to complete a contract, Raven Soft reserves the right to cancel the contract and recover any costs, fees or expenses that have been incurred to date.

The client will not allow, permit or require designs to include, publish, link to or otherwise broadcast or disseminate, whether directly or indirectly, any material that is indecent obscene immoral offensive defamatory or otherwise unlawful in any form whatsoever. Should Raven Soft consider the client to be in breach of this condition or any part thereof, we may terminate the contract without compensation to the client.

The client shall observe all statutory provisions, laws, regulations and similar rules that pertain directly or indirectly to the subject matter of the contract including without limitation the provision of the Trade Descriptions Act 1968 the Copyright Designs and Patents Act 1988 and the Copyright and Rights in Databases Regulations 1997. Raven Soft shall not be held responsible for any failures to comply. We always recommend seeking legal advice on such matters.

The client will be responsible for obtaining and holding all consents, licenses, permits and other similar instruments applicable to material it supplies to Raven Soft. This includes without limitation copyrights, trade marks, logos patents and all other such similar instruments.

The client will indemnify Raven Soft against all claims expenses demands or charges howsoever arising in connection with the contract except to the extent that any such costs, claims, expenses, demands or charges arise as a direct result of the negligent act or omission of Raven Soft.

The client agrees that operation and use of the completed website is entirely at their own risk. Raven Soft accepts no responsibility for any loss or damage caused by the use of the miss-use of the website by the client or any other third party.

The client shall only be entitled to reject works because such do not comply with the contract specification or are defective in material and workmanship. Rejection without good reason shall be deemed a breach of these terms.

During the course of the contract and for a period of 12 (twelve) months afterwards, the client shall not solicit the staff or third party contractors of Raven Soft or entice them to transfer their employment or services.

Disclosure.

The client undertakes that it will keep secret and confidential the terms of its contract and any information supplied by Raven Soft in connection with this agreement or the business of Raven Soft (including any design, concept or proposal) and the works and shall not disclose or make available such information or part thereof to any third party without our prior written consent provided that this clause shall not extend to information which was and can be shown to be rightfully in the possession of the client prior to the commencement of the negotiations leading to this agreement or which is in the public domain (other than as a result of a breach of this clause); the client undertakes to Raven Soft to indemnify and hold harmless Raven Soft in full and defend at its own expense Raven Soft against all costs, damages and losses incurred by Raven Soft arising out of its use of the materials or breach by the client of this clause.

Any concepts, designs or works whether speculative or commissioned disclosed to third parties before any form of payment, contract or agreement is made and without prior permission or consent from Raven Soft will be deemed as contractually chargeable work, and therefore be in accordance with the standard terms of payment. Breech of disclosure will nullify any speculative agreement whether verbal or written.

Brand Marking.

We include the statement “Designed and Constructed by Raven Soft Design”, a link back to our main site and any appropriate copyright notices on the design(s) and/or websites we produce. Any withdrawal request for such statement may be subject to a withdrawal charge.

Compatibility.

Raven Soft will endeavour to ensure that any developed/designed site or application will function correctly on the server it is initially installed in and that it will function correctly when viewed with the web browsing software Firefox 3 and to an acceptable standard with Microsoft Internet Explorer 7 and 8. Raven Soft can offer no guarantees of correct function with all browser software.

Future Support.

Your website will be provided fully functioning as defined by your contract agreement. Unless agreed beforehand, Raven Soft will not be held responsible for future support or updates. Such services can be provided for an agreed fee but Raven Soft offer no guarantee of the availability of future support unless agreed otherwise.

Raven Soft can not be held responsible for the continued error free operation of any provided website or application. This includes but is not limited to errors that may occur with new browser versions, changes in Internet standards or security updates.

Bespoke Warranty.

All bespoke products are guaranteed defect free for 60 days from invoice. Unless agreed otherwise, Raven-Soft reserve the right to charge for fixing defects discovered out side of this warranty period.

Copyright.

The copyright of a completed design concepts, original artwork, website and the associated source code, compiled libraries and applications is owned exclusively by Raven Soft. After the client has paid all outstanding invoice amounts Raven Soft assigns the client the right to use completed materials without further payment, unless stated otherwise in the contract agreement. The copyright of individual items including but not limited to elements such as text and photographs remains the property of their respective owners, and is not in any way transferred to the client. Usage of any completed materials outside of the website requires express permission of the copyright holder.

Waiver.

The failure of either party to exercise any right or enforce an obligation under the contract and these terms shall in no way prejudice or affect their right subsequently to do so, nor shall any waiver or any breach of any provision constitute the waiver of any subsequent breach nor shall it constitute a waiver of the provision itself.

Assignment and Subcontracting.

Raven Soft reserve the right to subcontract some or all parts of a contract to trusted third parties.

Miscellaneous.

We shall have no liability to you for any delay in the supply of contracted deliverables or any other matters to the extent that the delay is due to any event outside our reasonable control, including but not limited to acts of God, war, flood, fire, labour disputes, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. We shall have no liability (including liability for negligence) for the acts or omissions of telecommunications service providers or for failures of, or faults in their networks and equipment.

The Designer will not be liable to the client or any third party for any damages, including loss of profits or consequential damages arising out of either the operation or non-operation of the Website.

Unless otherwise agreed Raven soft gives no warranty either express or implied as to the frequency visitation of any web sites we produce.

These terms supersede any and all other conditions, understandings, commitments, agreements or representations (except fraudulent misrepresentations) relating to your purchase, whether oral or in writing. Raven Soft advises that you print off and keep safe a copy of these terms and conditions once your order has been accepted by us. You are advised to read (and are responsible for reading) fully all information on the Raven Soft website.

If any provision of these Terms shall be held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the remaining parts of these terms and the remainder of the affected provision shall be unaffected.

Raven Soft reserves the right to change or modify any of these terms or conditions at any time.

Terms of Payment.

The client agrees to pay the full sum as set out in the contract within 14 (fourteen) days of acceptance of completion. Payment for additional work undertaken outside the contract shall be invoiced immediately and become due at the end of the month it is invoiced in.

If full payment has not been received within 28 (twenty eight) days of project completion, all websites and associated services will be closed down and all properties retained by Raven Soft. When this occurs an additional charge of £50 (fifty pounds) will be required to have the site restored.

Accounts that have not been settled within 42 (forty two) days of project completion will incur to a 10% (ten percent) late fee and will be subject to a monthly interest charge of 2% (two percent) plus the Bank of England standard interest rate. We will then pass such cases to the Small Claims Court to pursue payment, non payment can result in county court judgements (CCJ's) being added to the clients credit rating. Following consistent non payment of an invoice our Solicitors will contact the client in question, with a view to taking the matter further and if need be to seek payment through legal procedures, and if necessary court summons.

Refunds and cancellation.

If the Client wishes to cancel the contract, they must do so in writing, to Raven Soft. Any work undertaken to the date of the cancellation will be invoiced to the client at the rate prevailing on Raven Softs current price list, together with any charges incurred by the Raven Soft on behalf of the Client. Any work for which no price is listed will be charged at the current hourly rate of £45 (fourty five pounds).

Further Information.