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Terms & Conditions

These terms and conditions apply to clients (the Client) who commission EPonder webs (EPonder) to provide services as set out below and in accompanying schedules where relevant:

1.Generally, for any service commissioned by the Client:

1.1. EPonder agrees to keep the business affairs and information of the Client confidential except where necessary for the execution of their services for the Client, authorized as part of the publication of the Client’s website or by legal requirements.

1.2. The Client undertakes to provide EPonder with all information and assistance reasonably required for the completion of the agreed tasks, including overall business objectives and objectives for the Client’s website including costs, timescales and required functionality, plus any relevant legal requirements, pictures, photographs, logos, artwork, product and service information, personnel and business background information.

Information and images intended for inclusion in a website should normally be provided in digital format by email, floppy disk, existing internet files or CD-Rom. Any additional cost arising where the information has to be created or converted to digital format by EPonder will be agreed with the Client beforehand. If digital information is supplied in a non-standard format, the client will be responsible for EPonder’s reasonable costs of conversion to a usable format.

If the Client does not provide the above required content, information, text and images to EPonder within normally a three month timescale from the order date, or a period mutually agreed with EPonder, then EPonder reserves the right to charge the Client for the time spent on the client’s project at up to a rate of £60 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current.

1.3. All intellectual property rights in materials provided by the Client for its website remains the Client’s property. Subject to this, all intellectual property rights in software, design work or any other materials provided to the Client pursuant to this agreement remain the property of EPonder.

1.4. Where EPonder provides services on an ongoing or continuous basis; EPonder will provide the Client with one month’s notice of termination, or of any changes to relevant prices and conditions.

1.5. Notwithstanding clause 1.4, EPonder may terminate the agreement with the Client at any time:

a).should the Client fail to make a due payment within 15 days of being notified that a due payment has not been made,

b). should the Client go into liquidation or have a receiver/administrative receiver appointed over any of its assets,

c). If the Client is in breach of any term of this agreement and the breach is incapable of remedy or, if the breach is remediable, it continues for a period of 15 days after written notice requiring the breach to be remedied has been given to the Client.

d). If, in EPonder’s sole opinion, the Client is using EPonder services in a way likely to damage or bring disrepute onto EPonder and the Client does not immediately desist from this use on written notice from EPonder to this effect.

In the event of any of the above terminations, EPonder reserves the right to charge the Client for the time spent on the client’s project at up to a rate of £60 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current.

1.6. The client may cancel the project at any time for any reason. In this event, EPonder reserves the right to charge the Client for the time spent on the client’s project at up to a rate of £60 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current.

1.7. Payment of EPonder services will be within 7 days of invoice unless explicitly agreed otherwise in writing by EPonder. EPonder reserves the right to claim statutory interest at 8% above the Bank of England base rate at the date the debt becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

1.8. EPonder may provide any service by means of third parties at its sole discretion.

1.9. EPonder will take every reasonable care to ensure freedom from errors of any work undertaken for the Client. The Client warrants the understanding and acceptance that, as it is not possible to guarantee computer software products are absolutely error free, the Client accepts unconditionally that EPonder do not warrant that a website or other software (or any part of it) is error free or that use of it will be uninterrupted.

1.10. EPonder will take reasonable care to ensure its assessments and recommendations are soundly based and aimed at completing the agreed tasks to a professional standard. Where the Client undertakes actions following recommendations from EPonder the Client accepts that responsibility for any subsequent outcomes from this remains with the Client.

1.11. The Client may agree additional work at any stage with EPonder. This may be subject to additional fees as agreed at the time. The terms and conditions as outlined here will apply to the additional work unless explicitly varied by agreement between the two parties.

1.12. Where EPonder offers links to other sites; EPonder does not accept any responsibility for the content of those sites, the owners of which do not necessarily have any link, commercial or otherwise, with EPonder.

1.13. If EPonder suspends the hosting or other internet services for the purpose of maintenance, improvement or repair or if there is any failure of or fault in the provision of the internet services for any reason not in the immediate, direct control of EPonder or its agents, EPonder will not be liable for any loss or damage incurred by the Client, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract,tort or otherwise.

1.14. Subject to the preceding clause, EPonder’s liability for any damages (including, without limitation, damages for loss of profits) arising in contract, tort or otherwise, resulting in any way from this agreement shall be limited, in aggregate over the entire period of the agreement, to the total amount paid by the Client to EPonder.

1.15. Nothing in these terms and conditions is to be interpreted as an attempt to limit or exclude EPonder’s legal liability for any personal injury resulting from EPonder’s negligence or to affect the Client’s statutory rights.

1.16. The Client agrees to indemnify EPonder and will keep EPonder fully indemnified against all loss, damage, costs, claims and expenses arising in any way from any service or product offered or provided via the Client’s web site and or any breach of the terms and conditions set out in this document or associated documents.

1.17. Each provision in this agreement limiting or excluding liability operates separately and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.

1.18. This agreement is governed by and construed in accordance with English law.

1.19. EPonder reserve the right to alter these Terms and Conditions from time to time. By continuing to accept services from EPonder after being notified by e-mail or otherwise of the altered Terms and Conditions the Client will be deemed to be bound by the altered Terms and Conditions.

1.20. All amendments to this agreement, as well as any other assurances or arrangements, must be made in writing. Any agreement made on behalf of EPonder by its representatives or agents shall only be binding if agreed in writing by EPonder.

2. Design, creation and maintenance of a website for the Client:

2.1. The Client commissions EPonder to design and create a website to meet the agreed business needs of the Client and to submit the design and completed website for the Client’s approval.

2.2. The website design fee or any outstanding part of it will be due in full on completion of the website or agreed stages. The Client undertakes to pay EPonder the agreed design fee promptly on approval of the completed website or agreed staged development and on the submission of the associated tax invoice. The Client agrees not to unreasonably withhold approval of the design, stage development or completed website.

2.3. The design of the website remains the property of EPonder and EPonder may use any aspect of the site design or coding for other clients. The client may adopt aspects of the design in other media including print with the permission of EPonder, which will not be unreasonably withheld.

2.4. The Client understands that EPonder may use the published website as a reference site for future potential clients of EPonder and will not unreasonably withhold permission for this.

2.5. The Client is not restricted to engaging EPonder to undertake site maintenance and amendment. This may be undertaken by the Client or a third party engaged by the Client

3. Review of an existing website belonging to the Client:

3.1. The Client commissions EPonder to review an existing website design or operational site with a view to specifying improvements aimed at meeting the agreed business needs of the Client. The Client also commissions EPonder to submit quotes for work specified for the Client’s approval.

3.2. EPonder will review the site design, test the live operational performance and analyze the performance data provided. EPonder will normally present its conclusions via a meeting and /or written or emailed report. The report will focus primarily on those areas where, in the opinion of EPonder, improvement in performance is both possible and desirable.

3.3. The agreed Review fee or any outstanding part of it will be due in full immediately on submission or presentation of the findings of the review and of the associated tax invoice.

4. Marketing Consultancy:

4.1. The Client commissions EPonder to review and /or undertake agreed aspects of its marketing and to recommend changes as appropriate.

4.2. EPonder will report verbally or in writing / email as agreed.

4.3. The agreed Marketing fee or any outstanding part of it will be due in full immediately on submission or presentation of the findings of the review and of the associated tax invoice.

5. Hosting and support for the Client’s website:

5.1. The Client commissions EPonder to provide hosting and support for the Client’s website.

5.2. The arrangement can be terminated by either party on one month’s notice in writing.

5.3. The Client agrees to pay the agreed fees promptly annually in advance by cheque, direct debit or standing order as agreed mutually between the two parties.

5.4. The Client agrees to take adequate measures to ensure their website or any system operated or provided by EPonder is not used for transmission of computer viruses, any material that is obscene, defamatory, abusive, indecent, or illegal, nor used in a manner creating a violation or infringement of the rights of any person, firm, company or other entity.

5.5. EPonder reserves the right to suspend the hosting and / or other services at its absolute discretion for the purpose of maintenance, improvement, repair or prevention of problems including those highlighted in 5.4.

5.6. Where EPonder provides the Client with e-mail facilities, web hosting or other services, which involve the provision of computer storage space, EPonder reserves, the right to impose limits on the storage space and bandwidth provided. Such limits may be by reference to the physical amount of space made available, the number of e-mail messages held, the size of any attachments sent or any other method EPonder may specify. EPonder reserves the right to vary these limits from time to time and will keep the Client informed by e-mail. EPonder reserves the right to refuse to accept material and/or to delete material, which exceeds the relevant limit.

6. Integration of Website operation/information into the Client’s administrative systems.

6.1. The Client commissions EPonder to review the work required and benefits from integration of agreed aspects of the client website information flow and to recommend a specified programme of integration.

6.2. The Integration fee or any outstanding part of it will be due in full on completion of the integration or agreed stages. The Client undertakes to pay EPonder the agreed fee promptly on approval of the completed integration or agreed staged development and on the submission of the associated tax invoice. The Client agrees not to unreasonably withhold approval of the work undertaken or of the staged development.

7. Search Engine Services

7.1. The Client commissions EPonder to undertake work on the client’s web site with a view to increasing its exposure to search engines and /or registration with search engines.

7.2. EPonder will report verbally, in writing or email as agreed to recommend and agree the work to be undertaken.

7.3. The agreed fee or any outstanding part of it will be due in full immediately on the main submission to search engines or earlier by agreement and on presentation of the associated tax invoice.

7.4. Where a post registration report and resubmission of failed entries has been commissioned, this will normally be undertaken within 3 months of the main submission.

8. Domain Names

8.1 We may refuse to register and/or to provide other services in respect of any domain name that we consider infringing any third part’s intellectual property rights, rights of privacy, publicity or any other rights whatsoever, or to be obscene, libelous, and defamatory or in any other way unlawful.

8.2 We will use all reasonable endeavors to ensure that any acceptable domain name you request is successfully registered on your behalf, but we do not warrant that any application will be successful. If we are unable to register any domain name you request, we will ask for an alternative.

8.3 You must inform us, by e-mail or fax, within 24 hours of your becoming aware that any error has been made in the form of registration of a domain.

8.4 Domain name renewal fees may be payable by you in the initial term and/or in any renewed term. If you do not pay renewal fees when you request payment from you, your domain name will not be renewed and we will no longer be able to provide the services to you. This will constitute a material breach Agreement on your part, entitling us to bring the Agreement to an end.

8.5 If this agreement comes to an end, for any reason, our obligation to provide the services will come to an end. We will not be responsible for the renewal of any domain name registered on your behalf after that time.

8.6 We may suspend, cancel or transfer a domain name registration if we receive notice of a court order or arbitration award requiring such suspension, cancellation or transfer.

9. Attention

9.1 All projects undertaken will require a 20% deposit, which is non-refundable. Refunds are subject to manager's discretion.