Our Terms & Conditions for Client Engagements.
Last updated: 12th November 2018
For the purposes of abbreviation, the following terms are used in this document: Terms refers to this document; Company refers to Hillside Studio Ltd, registered in England and Wales company number 10655109, of registered address 48 Cleveland, Tunbridge Wells TN2 3NQ, trading as Hillside Studio; Client refers to the individual or organisation engaging the services of the Company; Work refers to any form of work undertaken by the Company (or any of its directors, employees or representatives) on behalf of the Client, such Work may be defined by a specification document and any other supporting documents. The phrase "in writing" should be taken to include email communications.
These Terms apply to any individual or organisation engaging in any form of business or other transaction with either the Company or any of its directors, employees or representatives. This includes the commissioning of any works and/or the purchase of any services to be provided by the Company. Undertaking such an engagement confirms consent by the Client to these Terms, whether or not consent has been explicitly indicated or requested.
Unless otherwise agreed by both parties, and unless a penalty is attached to the failure to meet a deadline and agreed by both parties in writing, then all deadlines are considered to be guidelines only and as such are considered to be flexible. The Company shall not be held liable for failure to meet any deadline when a delay has been caused by any factor beyond its control, including but not limited to factors concerning the health of its directors or employees, or factors relating to third party suppliers or other internal or external factors.
A detailed specification document is required to be provided by the Client and must be approved by the Company in writing prior to the commencement of the Work. Any deviation from this specification may involve additional costs and may delay delivery of the Work. If a specification document has not been agreed in writing prior to commencement of the Work, or if any deviation from this specification is requested or required, any previously agreed delivery deadlines become null and void and new deadlines must be agreed by all parties before any further Work is undertaken by the Company.
Where instructions are provided these must be concise and explicit. Implicit, unnecessarily lengthy or unclear instructions may be rejected. Examples of this include hover states for assets, menu behaviours, the workings of any interactive features and all user journeys. Any assumptions factored into the specification document must be explained in full. Any features required by the Client but not included in the specification document may incur an additional charge and may impact any previously agreed deadlines.
In cases where the Work is undertaken using an off-the-shelf or otherwise commercially sold theme or template it is assumed, unless otherwise agreed in writing prior to commencement of the Work, that no changes will be made to the layout, structure or functionality of such theme or template, other than adapting the theme or template to suit the branding and colour scheme of the Client's business. Any changes other than addition of the Client's branding must be agreed within the scope of the Work and detailed in the project specification supplied prior to commencement of the Work, otherwise an additional charge may be made by the Company for these changes. Changes which are not included by default include, but are not limited to, substantial changes to page or template layout, replacing or modifying the functionality of image sliders, menus, plugins, integrations and other core features.
In cases where the Client makes changes to any part of the website, including but not limited to content, layout, core features such as plugins and themes, without the prior knowledge and approval of the Company, all agreed costs and timescales shall become null and void and any further work may need to be quoted for at additional cost to the Client.
All assets required for the completion of the Work must be provided by the Client prior to the commencement of any Work. This includes resources such as product images, content, CSV files - anything required to complete the project. If all required assets and other supporting items are not provided prior to commencement of the Work, any timescales and costs quoted the Company shall become null and void, such costs and timescales may then be revised to allow for additional expenses incurred by the Company.
Unless otherwise agreed, images will be accepted in JPG or transparent PNG format, with originals in layered PSD format. Any manipulation of assets required by the Company in order to prepare them for use may incur an additional charge and may impact any previously agreed deadlines. Such manipulation is not included in any quoted costs or timescales unless specifically agreed.
Copy writing and content population is the responsibility of the Client unless otherwise agreed in writing, this includes population of product data. Any provision, populating or uploading of content undertaken by the Company may incur an additional charge and may impact any previously agreed deadlines. If such content population is not specifically detailed in the quotation provided by the Company to the Client, then it is not included in any quoted costs or timescales.
On receipt of an invoice from the Company, the Client agrees to pay the full sum of the invoice in the form of cleared funds within 7 (seven) calendar days of the date of the invoice.
If payment of an invoice has not been received by 5pm on the 7th calendar day after the invoice date (or on the next business day if the invoice date falls on a weekend), all Work will cease. In this event any time allocated by the Company to the Work may be allocated to other projects; once payment is received any outstanding Work will be rescheduled to the next available time slot. If the Work is rescheduled due to late payment of an invoice any previously agreed deadlines become mull and void and new deadlines must be agreed by all parties before any further Work is undertaken by the Company. The Company is in no way liable for any costs incurred by the Client due to Work being ceased and/or rescheduled following late payment by the Client.
A deposit payment equal to 50% of the total Work value must be received by the Company in the form of cleared funds before any Work is undertaken, once Work has commenced this deposit payment becomes non-refundable and will be retained in full by the Company.
An interim payment will become due at a point to be agreed by all parties prior to commencement of any Work, interim payments are considered to be remuneration for Work already completed and are non-refundable.
Payment of the full balance must be received in the form of cleared funds before the Work is delivered in full, for example if the Work is a website build this will not be made live until all outstanding monies are received.
Should it become necessary for the Company to instruct a collection agency to collect late payments on its behalf, any fees associated with such a collection will be added to the amount already owed by the Client and will be advised in writing.
All intellectual rights relating to the Work remain the property of the Company unless otherwise agreed in writing. In the event that intellectual property ownership is to be transferred to the Client this will take place upon delivery of the Work and receipt of all outstanding monies, subject to there being no outstanding disputes relating to the Work.
Intellectual rights relating to any assets provided by the Client, as well as any third-party assets obtained by the Company, remain the property of their respective owners.
Should the client wish to raise any form of dispute in respect of the Work this must be reported in the first instance to the project manager assigned to the Client. Should the Client wish to escalate this dispute it should do so in writing (by post) to the registered office address at the top of this document. In the event of a dispute the Company may choose to suspend the Work until such a dispute is resolved, and will not be liable for any costs incurred by the client as a result of this suspension or any impact it may have on any previously agreed deadlines.
The Company is in no way liable for any delays or other issues resulting from external factors, including any third party or sub-contractor, also including any other event beyond its control.
The Client agrees that it shall not post any form of review or comment online or in any other medium without prior written approval from the Company. The Company reserves the right to request that any such reviews or comments posted in any format in any medium by the Client or by any of its employees or representatives, be removed immediatly and at cost to the Client.
In the event that the Client, or any of its employees or representatives, posts (in any format and in any medium) any form of slanderous or in any other way damaging content pertaining to the Company, its employees or its Directors, the Company reserves the right to initiate legal proceedings; any costs associated with such legal action will be charged to the client. In such an event any ongoing Work will cease and any outstanding monies will become due immediately.
The Client may terminate its engagement with the Company at any time by providing notice in writing to the Company, either by email or by post to the registered address. In the event of such a termination, all monies paid by the Client to the Company become non-refundable and will be retained in full by the Company, any outstanding monies (either invoiced or not) will become due immediately and no further Work will be undertaken by the Company within the scope of this engagement or undertaking.
The Company may terminate its engagement with the Client at any time by providing notice in writing to the Client. In the event of such a termination, all monies paid by the Client to the Company become non-refundable and will be retained in full by the Company, any outstanding monies (either invoiced or not) will become due immediately and no further Work will be undertaken by the Company within the scope of this engagement or undertaking.
Valid reasons for termination of an engagement by the Company include, but are not limited to:
Great communication, fantastic service, very knowledgeable. Highly recommended.
Exceptional. Technically very knowledgeable and commercially aware. We are delighted with the outcome and it was a painless process. We would recommend without hesitation.
I'm very glad to have found someone so knowledgable and easy to talk to!