The following terms and conditions apply to all website development/design services provided by eCommand Software Limited to the Client.
Please read these Terms and Conditions carefully as they will form a contract between us and you; your acceptance of which is agreed from the moment you sign our Website Agreement, Hosting Agreement or Support Agreement.
We have tried to keep these Terms and Conditions brief, easy to understand, and as straightforward as possible. If you have any questions, however, please do not hesitate to contact us.
It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
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.
2. Formation of a Contract
2a. The proposal given on or attached to these Terms and Conditions will only remain valid for a period of 30 days. This is detailed in the Statement of Work document.
2b. Acknowledgement and acceptance of this proposal are made by you placing an order within the specified period in paragraph 1.1 above, at which time you will be bound by these Terms and Conditions Terms and Conditions. Each proposal accepted shall constitute an individual legally binding contract between you and us. Such contract is hereinafter referred to in these Terms and Conditions as “an order”.
2c. No addition, alteration, substitution or waiver of these Terms and Conditions will be valid unless expressly accepted in writing by us or a person authorised to sign on our behalf.
2d. Nothing in these Terms and Conditions shall prejudice any condition or warranty expressed or implied, or any legal remedy to which we may be entitled in relation to the goods / and or the work the subject of this order.
2e. These Terms & Conditions are specifically written in accordance with the Consumer Rights Act 2015. Should these Terms & Conditions conflict with the Act, the Consumer Rights Act 2015 shall prevail and apply.
2f. Nothing in these Terms and Conditions shall affect the Customer’s statutory rights.
2g. These Terms and Conditions shall be construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English courts.
3. Charges & Payments
3a. Charges for services to be provided by eCommand Software are defined in the project quotation (Statement of Work) that the Client receives via e-mail and/or documentation. Quotations are valid for a period of 30 days. eCommand Software reserves the right to alter or decline to provide a quotation after expiry of the 30 days.
The payment terms agreed are:
Deposit before project starts: 50% of balance.
On completion of 50% of project: 25% of balance
Prior to site going live: 25% of balance
Invoices will be provided by eCommand Software with payment details made available on invoices. The Client may choose to receive hard copy invoices. Invoices are due upon receipt. Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a service charge in the amount of the higher of one and one-half percent (1.5%) or £30 per month of the total amount due.
Any queries of payments should be made to [email protected] for the attention of the Finance Director.
“Company Registration No: 09334901. Registered Office: 7 Bell Yard, London, WC2A 2JR, UK”
iii. Alterations to standing order mandates to reflect new or changed contracts are the sole responsibility of the client. Overpayments to the Company as a result of not updating a standing order mandate will not be reimbursed to the Client. Underpayments or missed payments, however, shall be backdated to the point at which the underpayment or missed payment was discovered and the Client shall be responsible for bringing their account up to date within a reasonable period of time.
3b. Additional Expenses
Client agrees to reimburse eCommand Software for any additional expenses necessary for the completion of the work. Examples would be the purchase of special fonts, stock photography etc.
iii. Any images that the company are asked to obtain from third-party photographers or stock photography will be charged at an additional cost.
vii. Evidence of ownership or permissions may be requested by the Company.
3c. Additional Expenses cont.
In addition to the fees for materials, the Client shall reimburse all expenses reasonably and properly incurred by eCommand Software in the performance of the Services at any location including but not limited to travel, subsistence and accommodation expenses. Such expenses will be recharged at cost. eCommand Software shall maintain adequate records of such expenses and, at the Client’s reasonable request, shall produce copies for inspection. These expenses may be invoiced monthly in arrears detailing the nature of the expense incurred and the person who incurred the expense. eCommand Software will agree with the Client in advance the nature and scope of these expenses.
In consideration of the payment of the fees for services, eCommand Software shall provide the Services and deliveries in accordance with the Statement of Work and these terms and conditions.
5. The scope of the Services
The nature and extent of the Services shall be set out in the Statement of Work but at any time prior to completion of the Services either party may request a change to them by notice in writing to the other party. Each party has the right to reject the change request but shall not do so unreasonably. eCommand Software shall provide the Client with an estimate of the fees for the proposed changed Services and, in cases of change requests made by the Client, eCommand Software reserves the right to charge the client for costing the change request at its then daily rates. If the parties agree to implement the change, details of the change and the fees, the timetable of work and/or delivery dates shall be set out in a further Statement of Work signed by both parties and shall then be deemed to be incorporated into the Agreement.
The Client shall provide to eCommand Software access to such resources during normal business hours and shall procure all licences as eCommand Software shall require performing its obligations under the Agreement. The Client agrees to delegate a single individual as a primary contact to aid eCommand Software with progressing the commission in a satisfactory and expedient manner.
7. Client Review
eCommand Software 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. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies eCommand Software otherwise within ten (10) days of the date the materials are made available to the Client.
8. Failure to provide required website content
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 you provide all the required information in advance. On any occasion where progress cannot be made with your 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%. If your project involves Search Engine Optimisation we need the text content for your site in advance so that the SEO can be planned and completed efficiently.
If you agree 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, all the above condition says is do not give us the go-ahead to start until you are ready to do so.
NOTE: Text content should be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages should have the same titles as the agreed website pages. Contact us if you need clarification on this.
Using our content management system you are able to keep your content up to date yourself.
9. Web Browsers
eCommand Software makes every effort to ensure websites are designed to be viewed by the majority of visitors. A website is designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer 11/Edge, Google Chrome, etc.). Client agrees that eCommand Software cannot guarantee correct functionality with all browser software across different operating systems.
eCommand Software cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, eCommand Software 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.
The Client retains the copyright to data, files and graphic logos provided by the Client, and grants eCommand Software the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting eCommand Software permission and rights for use of the same and agrees to indemnify and hold harmless eCommand Software from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by the Client to eCommand Software that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
Ownership of any code written by eCommand Software Limited and applicable IP of code and block chain system will transfer to the client at the end of the project.
At the end of the project, copyright is automatically assigned as follows:
10a. The Client will own, or have express permission to use, the text files, images, graphics and any visual elements, video or sound-bytes, that you may have sent to us to use in connection with the project.
10b. The copyright to the markup, CSS files, other code that may have been used by us for you, or certain images that the company may have supplied to or for you are licensed to you in connection with this web design project, and will be licensed solely to the domain name on which the website files reside. If you own the domain name, then you own the copyright.
10c. The company will maintain copies of all the files used in connection with your project and if you require a disc copy of all the files used in connection with your project, then the company will be happy to supply this to you. Copies of the website files are maintained by us for a reasonable time (usually at least one year), and if you are hosting with us, then files are maintained both locally and on external servers.
10d. As the design and development company eCommand Software also reserve the right to display and link to your completed project as part of our portfolio, and to write about the project on other websites, in magazine or ezine articles, books, written or digital publications of any design and source. Please inform us in advance of the website going live if you DO NOT want us to add your site to our portfolio of work.
10e. eCommand Software reserves the right to request the express permission to use any information or files that are copyrighted by a third party. This permission is with the view to granting eCommand Software the rights to publish and use such material on the eCommand Software website and/or marketing materials. eCommand Software will only do so with the express permission.
10f. Design Credit
At the bottom of the website page(s) after payment has been completed, usually, it will say Copyright and the name of your business or company. eCommand Software does, however, reserve the right as the Company responsible for the design and/or development to place a small and unobtrusive link at the bottom of your website, thereby not hindering or distracting from your own website design.
11. Data Protection
Each party undertakes to the other party to comply with the Data Protection Act 1998 and shall procure that its employees, agents and subcontractors shall observe the provisions of that Act.
11a. eCommand Software adheres to all national and EU data protection, data transfer, data retention, and confidentiality regulations and always stores data sent to us in a secure manner within our security policy.
12. Access Requirements
If the Client’s website is to be installed on a third-party server, eCommand Software must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
12a. Access Requirements Client
eCommand Software cannot accept responsibility for any alterations made by the client during the development process. eCommand Software will only extend access to the CMS as the point it deems necessary to do so for the sole purpose of operational setup. This will typically be at the live staging of the site. It is understood the client will have full liability for the site when access is provided to any CMS for the specific delivery.
12b. Post-Placement Alterations
eCommand Software 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.
13. Domain Names
eCommand Software may purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of eCommand Software. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
14a. If you are hosting the website elsewhere, eCommand Software cannot guarantee that the website is fully compatible with all hosting provider’s server operating systems, especially any contact forms, Content Management Systems, database driven websites, etc
These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s signature below or payment of an advance fee constitutes an agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our terms and conditions.
16. Force majeure
Neither party shall be liable for any delay or failure to perform its obligations under the Agreement where such delay or failure is due to circumstances beyond its control (“Force Majeure Event”) provided that as soon as reasonably possible after the start of the Force Majeure Event, the affected party notifies the other party of the Force Majeure Event, the date on which it started, its anticipated duration and the anticipated effect of the Force Majeure Event on the affected party’s ability to perform its obligations.
16a. We shall not be liable for delay or failure to perform any of our obligations under this order if the delay or failure is caused by any circumstances beyond our reasonable control.
16b. For the purposes of this condition, “force majeure” shall include, but not be limited to acts of God, war, terrorism, civil disorder, industrial dispute, fire or explosions.
16c. Upon the happening of a “force majeure” event we shall be entitled to a reasonable extension of time for the performance of our obligations.
All eCommand Software services may be used for lawful purposes only. You agree to indemnify and hold eCommand Software harmless from any claims resulting from your use of our service that damages you or any other party.
18a. The Client confirms that to the best of their knowledge and belief that the content and materials supplied by the Client for the purposes of the Project are not blasphemous, defamatory or obscene and do not breach any applicable law or regulation.
18b. Indemnities and Limitation of Liability
18c. Neither party shall be liable to the other under this Agreement in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential or loss whatsoever.
18d. The Client agrees to indemnify the Developer against any claims, damages, losses, costs and expenses which the Developer may sustain or incur in relation to any content and materials which the Client provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights.
18e. The Client acknowledges that it is for the Client to ensure that the resulting Project website does not infringe the laws of any jurisdiction within which it is actively promoted.
18f. The Developer agrees to indemnify the Client against any claims, damages, losses, costs and expenses which the Client may sustain or incur in relation to breaches of clauses 10 and 12 of this Agreement committed by the Developer.
18g. Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for the work completed to the date of first notice of cancellation for payment in full within thirty (30) days.
The company has the right to charge the client up to 85% of the total web development costs, should the client cancel the website agreement after the design concepts have been agreed but prior to the website going live. The scale of the charge will be dependent on what stage the project is at when the cancellation takes place.
20. Termination – insolvency
Either party may terminate the Agreement forthwith by notice in writing to the other party if the other party is unable to pay its debts as they fall due or if any action, application or proceeding is made with regard to it for:
20a. A voluntary arrangement or composition or reconstruction of its debts;
20b. Its winding-up or dissolution;
20c. The appointment of a liquidator, trustee, receiver, administrative receiver, administrator or similar officer;
20d. Any similar action, application or proceeding in any jurisdiction to which it is subject.
Unless terminated earlier the Agreement shall continue until the Services have been fully performed and all fees and expenses have been paid.
22a. Additional costs for extra features and/or additional design costs, not covered by our standard packages, will be agreed and invoiced before the website goes live.
22b. If the Client does not respond to the Company’s request to discuss or choose ongoing support options, the client will automatically be placed on what the company feels is the most appropriate support package.
22c. A small admin fee is payable for switching the client to another hosting provider.
22d. Hosting only clients will be charged at our normal hourly rate for any further changes or updates to their website.
22e. There may be an additional fee for any design changes requested after the initial agreed design has been signed off.
22f. eCommand Software is not responsible for writing or inputting any text copy unless this has been specified by the client.
22g. If you are hosting the website elsewhere, the Company cannot guarantee that the website is fully compatible with all hosting provider’s server operating systems, especially any contact forms, Content Management Systems, database driven websites, etc
22h. If the website is to be hosted elsewhere, then you will still pay the same monthly fee as agreed.
22i. The company do not offer any technical support for any other website hosting company that you may choose (if you elect not to host the website with us).
22j. The company cannot guarantee that the functions contained within any web page (or part of your website design), will always be error-free, and therefore the company will not be liable in any way whatsoever to you for any third party damages, including lost profits, lost savings, or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages, even if you have advised us of the possibilities of such damages.
22k. 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.
22l. Just the same as a fine, you cannot transfer this contract to anyone else without our consent or permission.
22m. This contract remains in force and need not be renewed.
22n. Although the company have tried to keep this contract language simple, the intentions are serious, and the contract is a legal document under the exclusive jurisdiction of English Law and Courts.
eCommand Software hereby excludes itself, its Employees and or Agents from all and any liability from:
The entire liability of eCommand Software to the Client 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 for the Services under this Agreement in respect of which the breach has arisen.
24. Intellectual Property Transfer
The PARTIES agree as follows regarding the transfer of the intellectual property rights hereunder. The Supplier agrees to transfer exclusively for the use within the Region the title, ownership to the intellectual property rights, including website, blockchain and app code, the source codes of all the application software of the SYSTEM, which he owns, to the Buyer once the system has bene paid in full.
The System comprises of all software developed under this project.
Changes to these Terms and Conditions:
eCommand Software reserves the right to add, delete, or modify any provision of these Terms and Conditions at any time without notice. Failure to receive notification of a change does not make those changes invalid. These Terms and Conditions will always be available to download or print from our website.