Terms of Business

Version 2
1st August 2021

These are the default terms of business which apply to any work carried out or services provided by Azzure Creative Limited. The terms below may be overridden by specific agreements on individual projects. General Terms apply to all projects.

General Terms

Any estimates, proposals or quotations expire after 30 days. Projects which do not begin within this time may have to be re-assessed.

Images or examples of any work produced may be used in our own marketing and publicity material at any time in the future unless the client has specifically requested we do not. We may also add a credit or link to our website in the footer of any website, brochure or standalone image.

Where a set of design options is provided, we retain the right to use all rejected or otherwise unused designs in other work in the future.

The client agrees to indemnify Azzure Creative Limited (and keep us indemnified) as well as holding us harmless from and against any claims, actions, proceedings, losses, liabilities, damages or expenses incurred in relation to any work or service we have provided. We are not liable for any loss that may occur before, during development or after a project’s completion. We will not be held responsible for any delays, errors or losses arising from the actions of any third party.

Our payment terms are fourteen days unless otherwise agreed. Late payment will delay handover of work and may incur extra charges. Additionally, any copyright or licence transfer will not take place until full payment has been made, which means late payment for items which are being used by the client is also a breach of copyright. Where a payment plan has been agreed, “full payment” is only achieved when the final payment has been made.

The client agrees to report any defects or problems in relation to work and services provided within 30 days of the final invoice date. We will not be liable for any claims made after this period and remedial work will be chargeable unless a support contract has been agreed.
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Standard Website Terms

To avoid duplication of work, design visuals will be provided for all page types and other important items, but not every page will be visualised.

Designs are to be signed off before build begins. Changes to the design after this point will be chargeable, may affect build costs and will affect completion deadlines.

Where we are not providing content, all content supplied by the client should be legally cleared. Therefore all copy should have been written by the client or purchased from a third party. All images, sound and video should have been purchased or created by the client. We are not responsible for any copyright or other legal issues arising from content supplied by the client.

Content not supplied by the client at the agreed time will affect completion deadlines.

Where we are providing integration with the client’s own systems or services, it is necessary that these components are functioning and available to us before project work begins. We take no responsibility for delays in development or errors in our work which have been caused by external systems.

Signoffs or other communication not provided by the client at the agreed time will affect completion deadlines.

Websites are produced to work with the latest browsers from Microsoft, Apple, Google and Mozilla. We do not cater for browsers more than two versions below the latest version. We cannot cater for users changing their default browser settings which includes (but is not limited to) using private / “Incognito” browsing, using adblockers, deactivating JavaScript or overriding display sizes.

Sites will be tested on the above browsers on desktop systems and also on Safari, Chrome and Firefox on iOS devices as well as Chrome and Samsung Internet browsers on Android devices.

Full user testing is an extra service. If this has not been ordered it is assumed that the site has been fully tested by the client prior to signoff.

Final payment is required upon delivery of a working site.

In-progress sites are hosted on our development server without cost during the development process. Delays in launch to sites which have been completed but not launched may incur hosting charges for the space they are using on our development server.

Any agreed warranty period begins after a working website is delivered. Issues arising after the warranty has expired will be dealt with but will be chargeable. Issues will be worked on out of warranty if they were reported within the warranty period.

The client will have access to all final files which make up the website, on full payment. No working or interim development files will be supplied unless requested. There will be a charge to retrieve and transfer these files due to their size and the work involved in collecting and preparing them for use.

All work remains the intellectual property of Azzure Creative Limited until full payment is received.

Examples of websites created for clients will be used in Azzure Creative’s marketing and publicity. We will place a small credit in the footer of the client’s site which links to ours in a new browser tab or window.

These terms may be overridden by agreement in our proposal documents, specification documents or our contract.
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“White Label” Website Work

In this case “The Client” refers to the party who is purchasing our services. The “End Client” refers to the party who is purchasing the services from the Client (the client’s client).

Unless otherwise agreed we have no part in the marketing, communication, client management or billing of the end client.

All of our agreements are with the client only.

We will use whatever email address and method of contact the client thinks is appropriate for the project, be it direct contact with the end client or via the client.

The end client is to be managed by the client.

The client should already have obtained an order for work from the end client and agreed their own terms.

All of our agreements regarding work and payment are with the client. Clients’ agreements with the end client or any changes to those agreements do not affect agreements made by us.

Changes to the scope of the project after work has commenced will be chargeable to the client and will affect deadlines. It is up to the client to communicate or negotiate any extra costs or deadline changes with the end client.

Our terms of business are between us and the client. The client’s terms agreed with the end client (or changes to them during the project) do not affect terms between us and the client.

Our payment does not depend on the end client’s payment to the client. Issues with payment from the end client do not affect any payments to us.

All other Standard Website terms apply; however we will not use a white label site in our marketing or add a credit to us on the site.
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Standard Graphic Design Terms

Designs are to be signed off before print or any other production begins. Changes to the design after this point will require new artwork, will be chargeable and will affect completion deadlines.

Where we are not providing content, all content supplied by the client should be legally cleared. Therefore all copy should have been written by the client or purchased from a third party. All images should have been purchased or created by the client. We are not responsible for any copyright or other legal issues arising from content supplied by the client.

Content not supplied by the client at the agreed time will affect completion deadlines.

Images supplied at a quality unsuitable for print will be rejected. If no replacement image is provided, the client must sign a disclaimer stating they are happy with a sub-standard result when printed.

Signoffs or other communication not provided by the client at the agreed time will affect completion deadlines.

Final payment is required before print or production begins.

Proofs will be provided as PDF files. Colours vary from screen to screen and system to system. Therefore we cannot guarantee colour matching. Printed proofs are available at extra cost. However no proof is 100% accurate.

The same colour can appear differently when printed on different materials or has a different finish such as a laminate applied over it. Therefore we cannot guarantee print jobs to have consistent colour across all media. A printer’s press proof can determine any colour issues in the most accurate way. However these are often time consuming and expensive (often requiring a visit to the printer by the client). Clients should balance the cost of press proofing with the cost of the job and likelihood that any colour differences will be noticed.

The client will have access to the final artwork file(s) on full payment. No working or interim files will be supplied unless requested. There will be a charge to retrieve and transfer these files due to their nature, size and the work involved in collecting and preparing them for use.

All work remains the intellectual property of Azzure Creative Limited until full payment is received.

Design projects may be used in Azzure Creative’s marketing and publicity.

These terms may be overridden by agreement in our proposal documents, specification documents or our contract.
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Website and Web Application Support

A website or web application is a complex piece of technology needing constant care and monitoring. We strongly suggest to all of our clients that they use our support services to avoid the possibility of any issues affecting their business.

The title “Websites and Web Applications” covers simple websites, content-managed websites, ecommerce websites and web portals.

Website and web application support is the ongoing service which begins after launch and uses the following default terms:

  • Help and advice in the the use of the websites, content management system and any other functions for the members of staff who we originally trained. We do provide extra training to new members of staff but not as part of the support package.
  • Issues which require client visits or other travel can incur travel, accommodation and subsistence costs.
  • Any issues caused by errors with the coding of the database, PHP, JavaScript, HTML or CSS by us will be remedied without charge as long as it has been reported in the first 30 days after go-live.
  • Any issues caused by software updates are not covered unless previously agreed. This includes updates to users’ browsers and operating systems as well as any software, languages or frameworks the site or application relies upon.
  • Any issues caused by the client performing additions or updates to the system without our involvement are not covered and resolutions will be chargeable.
  • Any issues caused by client error are not covered and resolutions will be chargeable.
  • Any issues caused by connected or third-party systems which integrate with the site or application are not covered. Diagnosis and resolution is often possible but will be chargeable.
  • We will add all available security to the website or application. It is up to the client to maintain security measures such as regular password changes and internal data protection policies to reduce the chance of any breach or attack.  Repairs to any malicious damage (e.g. hacks, spam attacks) is not covered by our support as we cannot realistically predict the actions of third parties or their intentions.
  • Although we make basic backups of sites, it is the client’s responsibility to back up their data. Restoration of a backup may be chargeable.

If an issue is reported by email or other system such as a Skype or Teams message we will answer within 24 hours.

If an issue is reported by telephone we will respond immediately.

Our response to a support request will involve investigation and us giving the request a grade: Critical, Urgent, Non-urgent. It may not be possible to give a grade or timescale for completion of support work until an investigation has taken place. If we judge a support request to be out of the scope of our support for the project we will inform you of costs before beginning work.

Critical

If a website is down or an application is not functioning such that business cannot be continued we will begin investigation and remedial work within two hours.

Urgent

If a fault develops which requires an immediate fix, but does not threaten the business we will begin investigation and remedial work within six hours.

Non-urgent

If we define the issue as non-urgent, we will begin investigation and remedial work within 24 hours.

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Hosting

Web servers go down – it’s a fact of life. If your website appears to be down because of a hosting issue it is likely we already know and are in the process of restoring it. Our hosting partner gives us a 99.9% uptime guarantee but we cannot guarantee that ourselves.

Data to and from websites need to pass through several networks and other devices – all of which are out of our control. If a fault which takes a website down is caused by an external or third-party issue we may be able to diagnose and advise but we must rely on the third party to carry our repairs. Acting as a go-between or diagnosing third-party faults is chargeable.

We add all available security to our hosting. It is up to the client to maintain security measures such as regular password changes and internal data protection policies to reduce the chance of any breach or attack.  Repairs to any malicious damage (e.g. hacks, spam attacks) is not covered by our support as we cannot realistically predict the actions of third parties or their intentions.

Where sites are not hosted on our servers, the hosts should be contacted in the first instance. It may be possible that we can work with them to solve an issue, however any configuration work or other action is chargeable.

We will email service updates to all hosting clients when necessary using contact details held on the server. By hosting with us you agree to have your email address used in this way.

We operate a “Fair Use” policy for our hosting services to protect you, ourselves and our other clients.

Hosting Fair Use Policy

1. Use of Services

  1. Azzure Creative reserve the right to suspend or cancel a customer’s access to any or all Services provided by us, where we decide that the account has been inappropriately used. We reserve the right to refuse Services and/or access to its servers to anyone.
  2. We offer unlimited web space and bandwidth with some account types. By this, we mean unlimited space for legitimate web site content and bandwidth for visitors to view it. All files on a domain must be part of the active website and linked to the site. Sites should not contain any material which does not comply with our content guidelines (see section 3).
  3. We provide unlimited, burstable bandwidth and Burstable RAM with some of the services and for these resources we require that you do not continuously use an unreasonable excess of such resources. Use of them in a temporary, burstable fashion is acceptable.
  4. We offer large numbers of mailboxes for some clients. Mailboxes are intended for direct use by the package owner and should not be resold or offered for use by third parties. Should the number of active mailboxes assigned to an individual package exceed the agreed amount Azzure Creative reserve the right to move the client onto a package which allows more mailboxes at greater cost.
  5. We reserve the right to delete mailboxes (including contents) that are deemed inactive, i.e. have not been accessed within the last 180 days.
  6. Azzure Creative will suspend access to, or cancel, an account which contains invalid or fraudulent details or initiates a payment card chargeback.
  7. You agree not to re-sell or offer for the use of third parties any part of our services.

2. Acceptable use Guidelines

You may not use the Services

  1. in any way that breaches any applicable regulation , UK or International law.
  2. in any way that is fraudulent;
  3. to host any material which is in breach of our content guidelines (see section 3);
  4. to transmit, or otherwise permit any unsolicited or unauthorised advertising or promotional material or any other form of similar marketing material ,also known as SPAM or Unsolicited Commercial E-mail (UCE)
  5. to publish or otherwise distribute Warez, copywritten or other illegal material. The onus is on You the customer to prove that You own the rights to publish material, not for Azzure Creative to prove that You do not.
  6. to participate in any file-sharing/peer-to-peer activities;
  7. as a file backup store. All files uploaded to a domain on our servers must be visible and accessible by visiting that domain, unless they are hidden files needed to operate the website; we reserve the right to delete files which do not match these criteria without giving notice to you.
  8. to use the server as an application server. Using the server to generate large volumes of email from a database is an example of activity that is not allowed. Scripts should not attempt to manipulate the timeouts on servers. These are set at the present values to ensure the reliability of the server. Sites that reset these do so because they are resource intensive, and adversely affect server performance and are therefore not allowed. Scripts that are designed to provide proxy Services, anonymous or otherwise, are not allowed.
  9. to use an excessive amount of server resources. These include bandwidth, processor utilization and / or disk space.
  10. to offer HTTP downloads from your site, other than where the files are directly related to the subject matter of the site. We recommend you stream any multimedia content including audio and video files. Any downloads offered by You under this clause are also subject to this Acceptable Use Policy. Azzure Creative reserve the right to archive any download content we do not believe to be necessary for the normal operation of the site, and the definition of this is entirely at the discretion of Azzure Creative.
  11. to redirect users from a non-.XXX website to a .XXX website

3. Content guidelines

These content guidelines apply to any and all services provided by Azzure Creative to You.

  1. Material published to or transmitted through our servers must:
    1. be accurate (where stating facts);
    2. comply with applicable law in accordance with section 2 of this policy.
  2. Material must not:
    1. be defamatory of any person;
    2. be obscene, offensive, or inflammatory;
    3. contain any adult material with the exception of content hosted on .XXX domains. Adult material includes all pornography or otherwise lewd or obscene content. The designation of ‘adult material’ is left entirely to the discretion of Azzure Creative.
    4. Material hosted on .XXX domains must not breach any of the IFFOR policies. These include, but are not limited to:
      1. .XXX registrants must not display any photograph, film, video, picture, or computer or computer-generated image or picture, whether made or produced by electronic, mechanical, or other means, depicting child pornography as defined in the United Nations Convention on the Rights of the child.
      2. .XXX registrants must agree to permit automated monitoring of their sites by IFFOR or if applicable, any other recognised third party for compliance with IFFOR policies, including without limitation, IFFOR policies requiring site labelling, prohibiting child pornography, and prohibiting content or conduct designed to suggest the presence of child pornography. Clients must agree not to employ technological or other means to defeat or prevent such monitoring.
      3. No client shall use or permit use of a .XXX domain name for or in connection with email spoofing, phishing, spam, or other forms of malicious behaviour, in accordance with specifications and policies issued by IFFOR from time to time.
    5. infringe any copyright, or trade mark;
    6. be likely to deceive any person;
    7. promote or assist any illegal activity;
    8. be threatening, abusive or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
    9. be used to to misrepresent your identity or affiliation with any person or organization;
  3. You must ensure that any end-user submitted content such as forum posts or chat room entries meet with the standards defined within this Policy.

4. Enforcement

We will determine, whether there has been a breach of this acceptable use policy through your use of Azzure Creative’s services. When a breach of this policy has occurred, we may take such action as we deem appropriate in accordance with section 1.1 of this Acceptable Use Policy.

Failure to comply with this Acceptable Use Policy constitutes a material breach of our Terms and Conditions upon which you are permitted to use Azzure Creative Services, and may result in our taking all or any of the following actions:

  1. immediate, temporary or permanent withdrawal of your right to use Azzure Creative Services;
  2. immediate, temporary or permanent removal or archiving of any content in breach of our Content Standards (as defined in section 3 of this Acceptable Use Policy) uploaded to our servers;
  3. issue of a warning to you;
  4. issue of legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
  5. further legal action against you; or
  6. disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
  7. We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

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Web Applications and Software

Web applications or other software are provided as a licensed product. This means we retain the right to use the code we have written in other applications and also that the code provided cannot be re-sold or altered without our permission. However, some or all of these restrictions may be removed by agreement.

We will usually agree the specific terms of the licence as part of the specification.

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These terms may be overridden by agreement in our proposal documents, specification documents or our contract.

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