Metaguilds Ltd , t/a Website Angel
Standard Terms & Conditions
- General Information
For your convenience, we have listed below some general information about Metaguilds Ltd, t/a Website Angel
Our registered office is:
81 Burton Road, DERBY DE1 1TJ
Company Registration Number: 3933765
Our operating address is:
Highlands, 47 Wharncliffe Road, Ilkeston DE7 5GF
Tel: 0115 9307519
Our accounts and administration address is:
Highlands, 47 Wharncliffe Road, Ilkeston DE7 5GF
Tel: 0115 9307519
- Formation of Contract
2.1 A contract will be made directly between Website Angel and The Client, on acceptance by The Client of a cost quotation or estimate and these Terms and Conditions.
2.2 A separate contract will be formed for each individual project agreed between Website Angel and The Client
2.3 As soon as work commences on a project it is deemed that The Client has accepted these Terms and Conditions in full.
2.4 A separate contract will be formed for each project agreed between Website Angel and The Client.
2.5 We reserve the right to make changes to the Terms and Conditions, and clients should verify the current terms and conditions.
2.6 Your continuance of using our services implies that you have accepted these Terms and Conditions.
3.1 Proposals may be provided by email or letter or proposal, hardcopy or softcopy.
3.2 All proposals are made based on the following assumptions:
3.2.1 Initial discussions may include indicative pricing only and these shall not form a fixed quotation.
3.2.2 Once a firm specification is agreed, a formal proposal will be made. Once a formal proposal is accepted, this will establish a Development Agreement between Website Angel and the Client based on these Terms and Conditions.
3.2.3 All required specifications and supporting information is to be provided on which to base the proposal. Additional information or variations will result in additional costs and require a new proposal.
3.2.4 Unless explicitly stated proposals do not include the following:
- creation of original design
- creation of original artwork
- creation of web page layout
- functional design
- application development
3.2.5 Timescales and dates provided in the proposal are for illustration purposes only, and are subject to variation once the project commences.
22.214.171.124 All timescales are dependent on:
126.96.36.199.1 The client providing all necessary materials as needed to progress the project including: information, data, images.
188.8.131.52 It is accepted by the client that the client's failure to provide necessary materials may impact on timescales, and cause the project to be delayed.
- Billing and Payment Policy
4.1 A separate contract will be formed for each project agreed between Website Angel and The Client. Payment for one project cannot be withheld or be dependent on completion of another separate project.
4.2 Website Angel shall submit part-invoices to The Client at staged milestones of 25%, 50%, and 75% completion of the project and the final 100% completion invoice will be made once the project is signed off, or goes live, or the client, or the client's representative, takes over administration of the project.
4.3 The Client shall pay all invoices within 7 days of the invoice date.
4.10 For part-invoices, we reserve the right to cease work on a project until such time as any outstanding payments are received in cash or cleared funds for the full invoiced amount.
4.4 Cheques to be made payable to “Metaguilds Ltd”
4.5 Bank Transfers as follows: Lloyds TSB; A/C Name; Metaguilds Ltd; A/C Number: 01669414; Sort Number: 30-92-59
4.6 Interest at the rate of (15% per annum) shall be payable on all accounts not paid in full by their due date. This interest will be added from the invoice date.
4.7 Should the need arise for Website Angel to instruct a debt recovery agency or to instigate legal proceedings, The Client will be liable for any costs so incurred.
4.8 Cheques are only accepted on the basis of being paid on first presentation. A charge of (£35.00) will be made towards bank and administration charges for each cheque returned unpaid for any reason, whether or not the cheque is honoured on re-presentation.
4.9 Licence to the use of the copyright material shall not pass to the Client or the specified end-customer until Website Angel has received full payment of the final completion invoice in cash or cleared funds.
- Intellectual Property
5.1 Intellectual Property Rights for all copyright material will be retained by Website Angel.
- Copyleft Licence to Use and Modify
6.1 Two types of copyright licence may be agreed on a per-project basis. If no licence is explicitly stated then a standard licence will apply
6.1.1 Standard Licence
184.108.40.206 The Client shall specify the identity of the single end-customer to whom rights to the copyright material will transfer on clearance of funds.
220.127.116.11 On clearance of funds in payment of the completion invoice, the Client shall be granted a non-exclusive licence to assign the publication of the copyright material to the specified end-customer.
18.104.22.168 Neither the Client, nor the specified end-customer, is licensed to resell any copyright material without prior agreement with Website Angel
22.214.171.124 The specified end-customer is allowed to modify the copyright material as required to create a derivative work in order to fulfil the needs of their business. Such modification does not alter the terms of this agreement.
6.1.2 Shared Licence
126.96.36.199 On clearance of funds the Client shall be granted a non-exclusive licence to use and modify the copyright material as required
- Disclaimer and Limitation of Liability
7.1 This contract is between Website Angel and The Client.
7.2 Website Angel's entire liability to you in respect of all matters associated with the Services shall be limited as follows:-
7.2.1 Nothing in this contract excludes our liability for death or personal injury arising from the negligence of Website Angel, its servants or agents.
7.2.2 Nothing in this contract excludes any other liability, which is prohibited from being excluded by law.
7.2.3 Except as set out in (7.2.1) and (7.2.2) above Website Angel accepts no liability for and hereby excludes any liability for :
188.8.131.52 any consequential or indirect losses, loss of profits, loss of business, incidental damages, loss of goodwill or any form of damages, special damages, claims or costs whatsoever or any consequential, indirect, or any lost profits or lost savings, even if Website Angel or its supplier representative has been advised of the possibility of such loss, damages, claims or costs or for any claim by any third party.
184.108.40.206 the business reliance on copy and documentation supplied that has been modified by anyone other than Website Angel, or where modifications have been made to documentation, or where the documentation has been integrated into any 3rd party products or services.
7.2.4 Website Angel’s liability for direct losses shall (subject to sub paragraphs (7.2.1) and (7.2.2) above) be limited to the amount actually paid by you to the Company and all conditions, warranties or other terms whatsoever inconsistent with the provisions of this sub paragraph are hereby expressly excluded.
7.2.5 In the event that (7.2.3) should prove for any reason ineffective to exclude any liability referred to in that sub paragraph, any such liability shall, subject to (7.2.1) and (7.2.2) be limited to the amounts actually paid by you, if any, to MetaGuilds Ltd, for the specific project.
7.2.6 Each of sub paragraphs within paragraph 7 shall be a separate and severable limitation and if any one or more of them shall prove for any reason ineffective to exclude any liability referred to in the relevant sub paragraph(s) the remaining sub paragraphs shall remain in full force and effect.
- Term & Termination
8.1 This Agreement will become effective as of the project commencement date.
8.2 On project completion, the client will receive a sign off request to agree acceptance of the completed project.
8.2.1 The Client must respond within 7 days with either sign off acceptance or edits.
8.2.2 If the client does not provide any edits or official sign off within 7 days of a sign off request, the project will be deemed to be signed off and the project is complete.
- Entire Agreement
9.1 These Terms and Conditions constitute the entire agreement between Website Angel and The Client and shall supersede and replace all other contracts, discussions, letters or communications (whether written or oral) relating to the subject matter hereof save that neither party excludes liability for any fraudulent misrepresentations made by it to the other party on which the other party can be shown to have relied.
- Applicable Law
10.1 The laws of England and Wales will govern the application and interpretation of these Terms and Conditions, and in the event that a dispute arises between the parties, both agree to submit to the exclusive jurisdiction of the English Courts.