Techcare Digital Limited Platforms Terms and Conditions Preamble Techcare Digital Limited undertakes to provide its clients with digital services of the very highest quality. Part of this commitment involves demonstrating transparency throughout our business processes and being clear about our standard business practices.
Definitions 'We', 'our', and 'us' refer to Techcare Digital Limited. 'Client' or 'you' is any individual or organisation which pays Techcare Digital Limited in return for products or services.
‘Completion’ shall mean after work has been carried out according to the agreed project specifications and the product is ready to be sent to the Client for final review.
‘Web Hosting’ shall mean storing your digital files in computers (web servers) connected to a fast network, so that users may view your website. Anything related to managing these servers and its software, security, support, bandwidth, speed is the responsibility of Techcare Digital Limited unlessstated otherwise.
‘Support’ in relation to Web Hosting shall mean advisory phone calls and guidance, but shall not include any content, SEO services or work outside of scope which we would normally charge additional fees for.
1. Commencement of Services & Product Delivery 1.1. We will provide a free written proposal for all proposed work, including a work and invoice schedule; this is valid for four weeks from date of issue. If the client agrees to proceed with the work specified in the written proposal, the contract thereby formed shall be based solely on the contents of that written proposal and the booking form, unless specific variation is explicitly agreed in writing by both parties. 1.2. We will not commence work on any project until a signed purchase order or our booking form has been signed and provided by the client. 1.3. We aim to publish the completed work on a testing server for you to inspect on time, provided that the feedback time has not exceeded the planned schedule. 1.4. We will provide an estimated date on which the project is due to be completed. This time will be sufficient for the project work to be completed with the client being given sufficient time to review, make decisions and provide any additional content or feedback if required to do so. If the project takes 50% longer than the estimated completion date, then we reserve the right to charge for any additional days beyond this date at our standard day rate. 1.5. Once the work is approved and payment for the final invoice is received, the completed project will be moved to the live web server and/or handed over to the client. 1.6. No invoice will be delayed by a lack of content for any website or platform, where the client is responsible for providing that content or for the client amending any filming dates, or delaying feedback on design work or other aspects of the project whereby the planned completion date is extended. 1.7. No invoice will be delayed when communication with the client has been delayed or whereby we have struggled to correspond or communicate with the client due to annual leave, busy schedules or illness/prolonged leave. 1.8. On delivery of final product, copyright will be transferred to the client, yet we will retain the right to use all approved footage for their own promotional purposes. This may exclude any third party material (e.g. music and voice-over). Confirmation in writing only will state where out-right ownership applies. 1.9. Any contract requiring us to work to specific deadlines provided within the written agreement will be deemed to include a proviso that the clients will make themselves reasonably available to communicate with us. If we deem them not to of been so, then we cannot be held responsible for failing to meet a deadline.
2. Communications 2.1. You are responsible for providing a valid email address and phone number to us, so that we may communicate with you as needed. 2.2. We require a response or feedback from all communications within 48 hours whether by phone, or email in order to meet the estimated delivery time. 2.3. You agree that email and other electronic communications can be used as a long-distance means of communication and acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. 2.4. Notice will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and in the case of an email, that such email was sent to the specified email address of the addressee.
3. Order Amendments The customer’s requirements must be clearly provided to us in writing before commencement of work. Any subsequent changes must also be provided in writing and then approved by us as a change control request and may incur a further cost.
4. Web Hosting 4.1. We undertake to provide a durable website and video hosting service as standard, with 99% uptime. If we do not meet this guarantee during a particular calendar month, the hosting charge for the following month will be reduced in accordance with any agreed Service Level Agreement (SLA). 4.2. We also offer email services and will quote separately for this service. This will be subject to the terms and conditions at the time of booking. 4.3. We offer support on all of the digital content we provide to our clients, limited to advice and guidance that can be provided over the phone. 4.4. Payments must be paid in advance by bank transfer or other agreed method. Hosting charges may change with size and bandwidth restrictions. 4.5. All hosting contracts will be run for 12 months as per booking form, the first year will be taken at the time of booking and the subsequent year will be billed 30 days prior to the following year commencing. Payment in full must be received within 30 days.
5. Domain Names 5.1. Whilst we cannot guarantee that a particular domain name will be available, we will search for a suitable alternative on request. 5.2. The authorities responsible for regulating domain registrations charge an annual fee to ensure the domain name is retained by the holder and cannot be registered by anyone else. Non- payment of the annual fee will result in the domain name being released and becoming available to other users. We charge a fee for the registration of the domain name for a period of one year or more. This fee includes the fees due to the regulatory bodies. 5.3. All clients holding a domain must comply with the terms and conditions of the authority responsible for regulating the respective domain. Nominet UK regulates the .UK top level domain and their terms and conditions can be obtained from https://www.nominet.uk. 5.4. In all circumstances, the holder of the domain name will be responsible for ensuring renewal fees are paid. We will accept no responsibility for the loss of domain names or websites due to a client’s failure to pay the required fees. 5.5. The holder of a domain to be used in any of our projects must ensure that administrative control of the domain is released for any previous web services provider before any work is undertaken.
Copyright & Intellectual Property 6.1. The copyright for all material provided by the client, such as graphics, photographs, logos and copy will remain with the client. The client will give us the right to publish and use this material for the purpose of website construction and publication. 6.2. The copyright for all material provided by us, such as, graphics, photographs and text, will remain the property of us until such time as payment has been made in full. We will grant the client permission to use this material pending payment. Upon receipt of payment, we will transfer copyright to the client. 6.3. Clients must obtain permission for us to use any material which is copyright of a third party. The client will agree to indemnify and hold harmless us from all claims resulting from the client's negligence or failure to obtain permission to use such material(s), subject to copyright.
6.4 The CMS is licensed for use only with the specific website(s) for which it was developed and cannot be used for any other website without the express written consent of Techcare Digital.
6.5 The client shall not, under any circumstances, resell, redistribute, or transfer the CMS to any third party, except when facilitating the transfer of a specific website to another agency.
6.6 In the event that the client transfers their website to another agency, they must ensure that the new agency does not reuse the CMS code, whether in its original or modified form, for any other website or project. The new agency is permitted to make modifications to the CMS code solely for the specific website being transferred, but such code must not be utilised for any other website or purpose.
6.7 The client must notify Techcare Digital of any transfer of a website to another agency and provide the name of the new agency for Techcare Digital's records.
7. Pricing & Payment Terms 7.1. You shall be responsible for ensuring the accuracy of the details provided by you during the order process and we will not accept an order unless all details requested from you have been entered correctly. 7.2. We require a 50% deposit upon signing of the contract/booking form. 7.3. A further 25% is payable upon completion of filming and / or sign off of web design, unless agreed otherwise and confirmed in writing. 7.4. The final 25% is due upon completion of the final product, but before product delivery. 7.5. Final payment is due no later than 30 days after the date of the final invoice. 7.6. No payment is to be delayed by lack of input from the client, or whereby we are waiting on the client for sign off design work, content, confirmation or feedback, amendments to schedule or filming dates or any other obstruction to the planned schedule and delivery of the project. 7.7. Payment by bank transfer is preferred but cheque (may incur additional costs) is acceptable. 7.8. We reserve the right, by giving notice to you at any time before delivery or performance of our obligations to you, to increase the price of the products to reflect any increase in the cost to us due to any factor beyond our control (such as without limitation, any foreign exchange fluctuation, significant increase in the costs of labour, materials or other costs of manufacture). In the unlikely event of this occurring, you shall be entitled to cancel the order at any time before delivery of the goods and/or we have commenced providing the services although no refunds will be given for work already completed. 7.9. Payment in full will be required within the agreed credit limit on any invoice issued by us (30 days from date of issue unless agreed otherwise). Accounts remaining unpaid 30 days beyond the agreed credit limit will be deemed to be in default until such time as full payment is received. We will, at our discretion, disable or remove websites and other files for any client in default of payment. Such disabling or removal of material will not relieve clients of their obligation to pay any outstanding charges. We will charge interest on all late debts according to the Late Payment of Commercial Debt (interest) Act 1988. 7.10. If an account remains unpaid 28 days beyond the agreed credit limit, then we will commence legal proceedings to recover the debt. The client will be held liable to all costs incurred by us in recovering the debt. 7.11. Any payments made to us will not be refunded if the client changes their mind following their payment and signing the booking form.
8. Claims & Refunds Any claims must be made in writing to us within 7 days of receipt of goods. If no claim is made within this period, the client is deemed to have accepted the goods at the agreed price. No refund will be given following a payment to us if the client changes their mind.
9. Confidentiality 9.1. Each party shall use all reasonable endeavours to keep the other’s Confidential Information secret. Each party shall use at least the same degree of care to avoid unauthorised disclosure or use of the other’s Confidential Information as it employs with respect to its own Confidential Information of like importance. 9.2. Neither party has any obligation with respect to any Confidential Information which: 9.2.1. that party independently develops; or 9.2.2. is or becomes publicly known without a breach of this Agreement by either party or is known prior to the date hereof; or 9.2.3. is approved for release by the other party in writing; or 9.2.4. is required to be disclosed by any applicable law or supervisory or regulatory body to whose rules the party providing Confidential Information is subject or to whose rules it is necessary for it to comply. 9.3. The party claiming any of the above exceptions has the burden of proving its validity. 9.4. Each party may only disclose Confidential Information to its own officers, directors, employees, consultants and advisers who directly need to know for the Purpose. Each party shall take appropriate action (by instructions, agreement or otherwise) with its employees and advisers to satisfy its obligations under this Agreement. Each party shall be responsible to the other for any violation of this Agreement by its own officers, directors, employees, consultants or advisers. 9.5. Neither party may disclose Confidential Information to any person not described in clause 9.4 without the prior written consent of the other party, and without also first obtaining from each such person an agreement substantially identical to this Agreement in form. 9.6. Neither party may print or copy, in whole or in part, any documents or any other media containing any Confidential Information without the prior written consent of the other party, other than copies for its officers, directors, employees or advisers who are working on the matter and such back up or security copies that are reasonably necessary. 9.7. Neither party may use the other’s Confidential Information for competing with the other party, directly or indirectly, or for any other commercial purpose including its own internal use, without first executing a written agreement with the other party specifically permitting such use. 9.8. Each party’s Confidential Information shall remain its own property. Upon the termination of the business relationship or upon written request by the other party, whichever is sooner, each party shall return all of the other’s Confidential Information, or destroy it and provide the other party with written certification of such destruction, except for archival and back-up copies that are not readily available for use and business records required by law to be retained. 9.9. If either party becomes legally obligated, or receives a subpoena or other legal demand, to disclose any of the other party’s Confidential Information, the party subject to the obligation shall to the extent permitted by applicable law notify the other party in writing immediately, shall co-operate with the other party in seeking a protective order or other appropriate remedy, and shall use all reasonable endeavours to protect the confidential and proprietary status of any disclosed Confidential Information. The party who owns the Confidential Information shall bear the costs of obtaining such an order or appropriate remedy together with the other party's reasonable expenses. For the avoidance of doubt if Confidential Information is disclosed because of any legal obligation, demand or subpoena the disclosing party shall not be in breach of this Agreement.
10. Liability 10.1. The Client is responsible for all expenses incurred by us during all stages of the project. Including but not exclusively: transport, accommodation, equipment hire, communication costs and media. Confirmation in writing will be provided if these costs are included in the costs quoted. 10.2. We cannot be held liable to any party for any errors on any medium after the customer has agreed in writing that the content is correct and accurate and should be posted, published or broadcast. 10.3. Notwithstanding any other provision in these terms and conditions, nothing will affect or limit your statutory rights; or will exclude or limit our liability for: 10.3.1. Death or personal injury resulting from our negligence10.3.2. Fraud or fraudulent misrepresentation 10.3.3. Action pursuant to section 2(3) of the Consumer Protection Act 1987 10.3.4. Any matter for which it would be unlawful for us to exclude or attempt to exclude our liability
11. Working with Children and Vulnerable Adults 11.1. We agree that any staff working with children or vulnerable adults will have enhanced DBS checks. We also agree that if more recent DBS checks are required by the client, we are happy for these to be undertaken by the client at the cost of the client. 11.2. We agree to destroy any videography and photography material as well as all information relating to children or vulnerable adults at a date to be agreed with the client.
12. Force Majeure 12.1. We shall be under no liability if unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by suppliers or owing to any inability to procure materials required for the performance of the contract. 12.2. Our performance will be deemed to be suspended for the period that the event of Force Majeure continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to minimise any delay caused by Force Majeure or to find a solution by which our obligations may be performed despite the Force Majeure event. We shall promptly notify you of any Force Majeure event giving details of it and (where possible) the extent and likely duration of any delay. 12.3. During the continuance of such a contingency the client may, by written notice to us, elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.
13. Termination 13.1. A customer may terminate the contract at any time by written notice of termination. 13.2. When a customer terminates the contract, they will remain liable to pay in full for all work previously undertaken and in progress by us; unless any other written agreement is reached in advance. 13.3. All hosting and contract lengths are a minimum of 12 months and all outstanding months will be billed at 40% of the contract value paid at the point of cancellation. The written notice must be sent to the Managing Director, Techcard Digital Limited, Unit 119, Anglesey Court, Towers Business Park, Wheelhouse Road, Rugeley, Staffordshire, WS15 1UL. The termination notice period will start on the day that the written notice is received.
14. Legal Restrictions 14.1. We reserve the right to refuse to host, maintain or service any website being used in violation of UK laws. 14.2. We reserve the right to remove any such material, or website, without giving reason, cause or notice. However, the client is ultimately responsible for the content of the site.
15. General 15.1. A video production will only be publicly released by us once the customer approves all content as complete and satisfactory and confirms this in writing. 15.2. We reserve the right to refuse to use, publish or broadcast any information it considers obscene or morally unsuitable or which would breach copyrights, or which is libellous, defamatory or illegal. 15.3. We reserve the right to change the contents of these terms and conditions at any time. 15.4. If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions in these terms and conditions and the remainder of the provision in question will not be affected. 15.5. If we fail, at any time to insist upon strict performance of any of your obligations under these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under these terms and conditions, it shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with your obligations. 15.6. A waiver by us of any default shall not constitute a waiver of any subsequent default. 15.7. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing. 15.8. This version of our terms and conditions came into force on 7th November 2023.
16. Entire Agreement 16.1. The Contract represents the entire agreement between us in relation to the subject matter of the Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing. 16.2. We each acknowledge that, in entering into a Contract, neither of us has relied on any express or implied representation, undertaking or promise given by the other from anything said or written in any negotiations between us prior to such Contract except as has been expressly incorporated in such Contract. 16.3. Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these Conditions.
17. Governing Law This agreement is subject to English law.
