Terms & Conditions

1. Charges, Estimates, Payment and VAT

The Company shall charge such costs and expenses only as agreed in writing with the Customer for the supply of any goods and/or services, and all prices exclude VAT unless otherwise stated.

Any estimates or quotations supplied to the Customer are based on the Company’s current costs of production and, unless otherwise stated in writing, are subject to amendment on or at any time after acceptance by the Customer.  The Customer will meet any such rise or fall in costs. Quotations are valid for 30 days.

The Company reserves the right to make additional charges incurred by the Company including, but not limited to those caused by:
– Copy not being clear and legible.
– Work not specified in the estimate or quotation.
– Overtime working by the Company’s staff or subcontractors.
– Additional use of couriers and other such services.
– Alterations to printer’s proofs and additional printer’s proofs produced
as a result of those alterations.

Unless otherwise agreed, Urban Feather reserves the right to request staged payment which will be determined by the following criteria:
– 50% with order prior to the commencement of work
– interim or month 2: 25% interim payment
– final or month 3: 25% will be payable prior to launch/delivery

All sums due shall be paid on receipt of invoice unless otherwise stated.  In situations where payment is not received, the Company reserves the right to suspend all work/services until the outstanding debt is clear.

Invoices that become more than 30 days overdue will be subject to the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.  Such invoices will be forwarded to our debt recovery team.

Should work be suspended at the request of the Customer or delayed by the Customer at any time before the completion of the service(s), the Company reserves the right to request payment for any work carried out or services supplied to that date and for any payments the Company has made or has contracted to make to any third party.

The Company reserves the right to determine when an order is deemed to be delayed by the Customer.

All preliminary work carried out at the request of the Customer, whether experimental or otherwise, shall be charged to the Customer.

2. Proofs

Proofs of all work will be submitted to the Customer for approval.  Proofs must be ‘signed-off’ by the Customer.

The Company will not accept responsibility for any errors in proofs approved by the Customer nor will they be liable for errors not corrected by the Customer.

Any alterations, including those to style, type and layout, made by the Customer and any subsequent design time and additional proofs will be charged for as extra.

Every effort will be made to match colour output. However due to the printing processes, there may be some dissimilarity in colours.

3. Ownership

All printed materials and promotional goods produced by the Company shall remain the property of the Company until paid for in full.

Metal film, electronic data and other materials owned by the Company or its Supplier shall remain the property of the Company or its Supplier.

Any material made available to the Company by or on behalf of the Customer, while in possession of or in transit to, shall remain the responsibility of the Customer.  The Company will not be liable for any damage, however caused. The Customer should therefore make appropriate insurance arrangements.

Ownership of any Google Ads accounts will remain the property of the Company and are not transferrable to another Supplier.

Unless prior written arrangements are made and a storage fee is paid, all electronic data may be erased from memory on completion of the work/service(s).

Ownership of the website graphics and code shall transfer to the Customer upon receipt of final payment.  Some websites may contain third party content requiring a license.  Where possible such licenses are registered on behalf of the Customer.

The Company reserves the right to make a charge in order to correct the source code, should it have been altered by any person outside of the Company.

4. Hosting and Web Maintenance

The Company reserves the right to subcontract hosting services and may change the Subcontractor without prior notice.

The hosting contract period is for one year unless otherwise stated.

The Company allocates 10GB hosting space to each domain on a standard hosting contract.  Additional space can be allocated at an additional cost.

Each domain is allocated an unlimited number of MySQL databases.

The Company allocates an unlimited number of email addresses to each domain providing the total disk space does not exceed 10GB.

The Company is not responsible for loss or damage to client’s data due to hacking of a website or other online system.

The Company is not responsible for spamming, phishing, pharming or spoofing originating from a client’s website or online system.

The Company will not guarantee to host any site that causes detriment to the operation of other sites or systems.

The Company will not allow the following content to be stored on its servers:

– Illegal material including copyrighted works, commercial audio, video or
music files.

– Adult material including all pornography, erotic images and lewd or
obscene content.

– Warez including pirated software, ROMS, emulators, phreaking,
hacking and password cracking etc.  This also includes sites with ‘links
to’ or ‘how to’ information about such material.

Customers wishing to maintain their own website are responsible for its content and maintenance.  The Company will not be held responsible for a Customer’s inability to maintain or transfer data onto their website.

Customers maintaining their own website are responsible for any damage caused by themselves (or others acting on their behalf) whether unintentional or otherwise to our servers and to the data and content held on them, and to any other websites held on that server.  Such damages will be charged for and compensation may be sought through the courts on behalf of ourselves and any other parties affected by the damage.

WordPress websites require regular maintenance to ensure all plug ins and theme files are up to date.  Customers can do these themselves or the Company can do these on their behalf for an additional fee.

5. Website and Search Engine Optimisation

All websites are developed for the most recent full version of Google Chrome at a screen resolution of 1920 x 1024 pixels.

All website code is checked for browser compatibility.  Not all functions are available in all browsers.

Where SEO is to be implemented, the work is carried out on the understanding that no site redsign is to be undertaken within 6 months.  This includes major changes to SEO.

Search engine/directory algorithms are subject to change at any time without notice and while the Company aims to stay ahead of these changes we cannot be held responsible for any losses incurred by the Customer as a result of these changes.

The Company does not guarantee a number one ranking for any search engine.

6. Domain Names

Domain names obtained on behalf of Customers will be registered in the name of the Customer.

Where technical or admin contacts are required, the Company will, unless otherwise agreed in writing by an authorised member of the Company, provide itself as such contacts.

Domain names will be registered for 1 year unless otherwise requested by the Customer.

Domain renewals will be invoiced 60 days in advance of the renewal date.

To ensure continuity of service, all domains will be automatically renewed 1 month before the renewal date unless the Company is informed otherwise within 14 days of receiving the invoice.

Should a Customer request to transfer their domain name away from the Company, we will not be held responsible for a Customer’s failure to renew that domain name, nor for any subsequent de-tagging of that domain name and consequences thereof.

7. Digital Marketing (including Online Advertising, Social Media Management & Memberships)

The Customer agrees to pay the monthly management fee for a minimum period of 12 months, or the length of term agreed.  This management fee is agreed in advance at the proposal stage and is fixed throughout the term.

At the end of the term the Customer will move to our standard PAYG rate unless a further membership package is agreed.  Customers will be notified in advance of their membership end date.

The Company will endeavour to set up digital advertising accounts as soon as possible, however in some cases it may take 7-10 business days to complete set up of a new account.

Customers purchasing a membership package are allocated a set number of hours work per month.  Any additional hours each month will be charged at our PAYG rate.  Time will be tracked and stored on third party software used by the Company as part of it’s day to day management.

Customers are responsible for using their allocated studio time each month and the Company will notify the Customer when their time limit is near.  Likewise, should a Customer not use all of their allocated time in a particular month, the Company agrees to carry over a maximum of two hours to the following month.

Payments are monthly in advance for a period of 12 months or the length of term agreed.

Early termination of an Urban Feather membership must be submitted in writing. All requests for early termination will be responded to in writing and the Customer should not presume the contract to be terminated until such response has been received. The Company will charge 50% of the remaining invoices due, or becoming due, for the remaining term of the contract.

Cancellation of any membership package does not automatically stop the advertising from running and incurring further advertising fees. The Company will not be liable for any amounts that the advertising service charges following cancellation.  If the Customer wishes to cease advertising online at the same time as cancelling the management service, the Company should be notified in writing.

The Company will endeavour to help the Customer obtain online advertising goals by providing advice, information and technical services in relation to search engine advertising and marketing. The Company does not guarantee any particular rate of return or performance of any online advertising (including but not limited to any particular search results page/s or rankings, Google Ads and Social Media Advertising). The Company cannot be held responsible for commercial outcomes which are associated with the internet marketing or management of a Customer’s digital advertising account.

8. Indemnities and Illegality

The Company reserves the right to refuse any material which may be deemed to be offensive, sectarian, abusive, racist, indecent, defamatory, obscene or menacing or in any breach of confidence, copyright, privacy or in any way thought to be unsuitable for reproduction.

It is the responsibility of the Customer to obtain permission for the use of any materials supplied and not belonging to them.  The Company will not be held responsible for any breach of copyright or any other right caused by reproduction of materials supplied by the Customer.

The Customer shall keep the Company indemnified against all costs, claims, damages, demands and expenses (including legal costs) which may be incurred by or made against the Company by any third party.

The Company may act in the capacity of an authorised reseller for third party products and services.  The Company cannot be held responsible for such goods and services provided by any third party.

The Company makes no warranties or representations that any service will be un-interrupted or error-free.

9. Liability

Any claim by the client which is based upon any defect in quality or condition of the services supplied or their failure to comply with the quotation should be notified to the Company within 7 days of the delivery.

Where any valid claim in respect of the services supplied is notified to the Company in accordance with the paragraph above, the Company shall endeavour to fix the issue free of charge.  The Company may, at their sole discretion, refund in part or in whole the price paid.  The Company shall have no further liability to the Customer.

The Company shall use all reasonable endeavours to deliver the services by any agreed dates.  The Customer accepts that these timescales are estimates only.  The Company shall not be liable for any delays in the provision of services.

Except in respect of death or personal injury caused at the Company’s negligence, we shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duties of common law, or under the expressed terms of the contract for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for compensation whatsoever, in connection with this agreement.

The Company shall have no liability under this agreement for any virus which may be transmitted to the Customer.  Virus prevention is the sole responsibility of the Customer.

10. Agreement Termination

Any agreement to supply products or services anytime in the future, between the Customer and the Company may be terminated with 30 days’ notice in writing by the Company. Any amounts received by the Company, with respect to products and services from a third party shall not be repayable to the Customer.

The Company is entitled to deduct from any monies paid in advance, an amount equal to its reasonable expenses incurred at the date of termination. Any additional sums due to the Company at the time of cancellation will need to be paid in full within 7 days.

11. Force Majeure

The Company shall not be held responsible for any delay or failure to perform any of its contractual obligations as a result of acts of God, war, flood, storm, riot, fire, accident, civil commotion, government action, failure of power supply or equipment, lock out, strike, default or failure of Subcontractor or Supplier or any other cause beyond its reasonable control and the Company shall not be liable for any damage or expense suffered by the Customer or any third party arising directly or indirectly from these matters.

Any amounts received by the Company, with respect to products and services from a third party shall not be repayable to the Customer.

12. Confidentiality

Each party agrees to keep all confidential information about the other’s business strictly confidential unless ordered by a court of law.

13. General Conditions

The Company shall not undertake any work until it has received a written request to do so, either by email or letter.

The Company reserves the right to revise its terms, conditions and charges without giving prior notice. A current copy of the terms shall be made available on the Company’s website at urbanfeather.com/terms.

The headings used throughout this document shall not affect the meaning or construction of these terms and conditions.

If any of these terms and conditions shall be unlawful, void or unenforceable for any reason, it shall not affect the validity and enforceability of the remaining terms and conditions.

These terms and conditions are subject to English law.