Terms & Conditions
You will own the copyright to all photographs and video footage supplied to you as part of our Photographic & Filming Services, and for all bespoke designs and logos for print supplied as part of our Design Services, these rights exclude the right to resell these materials without our prior written authorisation.
You must obtain permissions from the copyright holder before uploading any copyrighted information to your website
All invoices are payable within 14 days of the issue date.
The key facts highlighted above are to provide a summary of some of the points we feel are particularly important and is in not in any way a substitute for the complete terms and conditions which should be read thoroughly.
In these terms;
“You”, “Your”, "Customer" means the person, group of persons or other entity whose name and address is or is set out in the Order Confirmation.
“Us”, “Our”, “Company” means Bluestone Creative Limited (Company Registration Number: 04199672) of 29 Commerce Road, Lynch Wood, Peterborough, PE2 6LR, United Kingdom, also trading as e4education.
“Order Confirmation” means Our written confirmation of Your request for Us to provide services and CMS Licence enabling you to update Your website. The order confirmation details the fee and support arrangements between the Company and the Customer.
“CMS Licence” means the use of Our content management system, as outlined in the Order Confirmation.
“Services” means any one or more services provided by or via the Company for the Customer.
“Fee” means the fee payable by the Customer to Us for the services outlined in the Order Confirmation.
“Support Services” means the support and maintenance services provided to the Customer by the Company.
“Terms” means these terms and conditions.
“Bandwidth” means the amount of data transferred between the Company's server and the internet.
“Bespoke” means design work created specifically for the use of the Customer.
These Terms and the Order Confirmation represent the agreement between You and Us (the “Agreement”) and which may only be varied, amended or modified by the prior written agreement of one of Our directors.
No terms and conditions presented at any time and in any form by you to us will form part of the Agreement and you waive any right, which you might have to rely on such terms and conditions.
1. Licence of Content Management System (CMS)
1.1. The Company hereby grant to the Customer a non-exclusive, non-transferable licence to use the content management system to update the website provided by the Company for a period of one year. This licence will be renewed annually subject to the licence fee being paid according to clause 2. This licence can be terminated as detailed in clause 10.
1.2. The Company will provide access to a copy of the necessary documentation to allow the Customer's website to be updated.
1.3. For the purpose of the CMS Licence upgraded versions of the content management system shall mean enhancements, improvements or modifications to the Software. Upgraded versions of the CMS shall be available subject to conditions and agreed fees.
1.4. The Licence and or agreement to provide services to you are effective from the first day of the month following the Customer being provided access to the website on the Company's development server or publication on the internet and shall remain in force either until the Licence Expiry Date or until terminated.
1.5. The content management system may only be used for lawful purposes. Any use which contravenes any national, European or international laws which may apply to the Company is strictly prohibited. This includes but is not limited to:-
a) restricting or inhibiting any other user from using the services provided, including but not limited to Denial Of Service (DOS) attacks;
b) posting, publishing, transmitting, reproducing or distributing any unlawful, threatening, abusive defamatory, pornographic, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging a criminal offence, give rise to civil liability, or otherwise contravene any national, European or international law and laws protecting intellectual property including copyright, trademark, trade secret, misappropriation and anti-dilution laws;
c) transmitting any unsolicited or bulk e-mail or engaging in any activity known or considered to be "spamming" or "mail bombing".
1.6. The CMS Licence includes, but is not limited to the following restrictions:-
a) not to copy the CMS;
b) not to translate, adapt, vary or modify the CMS;
c) not to disassemble, decompile or reverse engineer the Software (CMS);
d) not to use the CMS for any other purpose other than publishing content to the agreed website;
e) not to provide or otherwise make available the CMS in whole or in part in any form to any person other than your employees without prior written consent from us.
1.7. The Customer must ensure that any login credentials for services are not disclosed, whether directly or indirectly, to any third party without our prior written consent.
1.8. The CMS Licence does not entitle the Customer to a copy of the content management system under any circumstances, including the hosting of the content management system on servers not belonging to the Company.
2.1. The fees for the services provided are outlined in the order confirmation.
2.2. Invoices for payment of the fees will be issued according to the payment schedule below:
a) For projects where the total value is under the sum of £3000 excluding tax:
i First invoice is equal to 50 percent of the value of the total project at the beginning of the project;
ii Final invoice is equal to 50 percent of the value of the total project following the Customer being provided access to the website on the Company's development server or publication on the internet.
b) For projects where the total value is £3000 or above excluding tax:
i First invoice is equal to one third of the value of the total project at the beginning of the project;
ii Second invoice is equal to one third of the value of the total project at acceptance of the design or at an alternative agreed point;
iii Final invoice is equal to one third of the value of the total project following one of the following conditions being fulfilled:-
· Access to the website on the Company's development server or publication on the internet is provided to the Customer;
· Completion of the deliverables as specified in the order confirmation.
2.3. In consideration of the Licence granted by the Company to you and the provision of the Support Services you shall pay to us the annual support and maintenance Fee within 14 days of receipt of invoice(s) in respect thereof.
2.4. If the Fee or any other sum payable by you to us under these Terms is not paid when due then the Company will charge the Customer statutory interest on the total amount due.
2.5. The Company shall be entitled to suspend services or licences for which payment is due until the outstanding amount has been received by us.
2.6. In the event that the Services are suspended or terminated for any reason other than our fault, a reinstatement fee of £100 is payable.
2.7. All Fees and Supplemental Fees are exclusive of applicable Value Added Tax or other relevant taxes.
2.8. In order to maintain continuity of services, annual licences for products or services provided by the Company will be automatically renewed upon expiration unless notified in writing by the Customer within 14 days of issue of invoice.
2.9. The Company may at their discretion increase or decrease the annual CMS Licence cost, the Customer will be notified in writing at least 30 days prior to the renewal date.
2.10. Where notification is given of a change to the Licence cost less than the minimum notice period for termination as set out in the Terms, the Customer may without penalty terminate this agreement on its renewal date.
3. Design Services
3.1. The Company will provide web design services as outlined in the Order Confirmation.
3.2. Web design services offered by the Company can either be bespoke web design for which you will own the copyright or a template design which you will only be allowed to use with the service provided by the Company for the period of the Agreement.
3.3. The Customer shall own copyright to bespoke designs and logos which are created for print by the Company for the Customer.
3.4. Designs must be approved in writing by the Customer before:-
a) Website is built
b) Print design is sent to press.
3.5. In the event changes are requested to the agreed design an order confirmation for the changes will be raised, and may incur additional fees at the sole discretion of the Company.
4. Photographic and Filming Services
4.1. The Company will provide photographic and filming services for use in conjunction with our design services as outlined in the Order Confirmation.
4.2. The Customer will own the copyright to all photographs and filming materials supplied as part of this service, and will be supplied to the Customer on CD/DVD.
5.1. We will provide the total number of hours initial training specified in the Order Confirmation at the agreed fee.
5.2. Training beyond the agreed number of hours will be subject to additional fees.
6. Support Services
6.1. The Company will provide telephone and email support during office hours to the Customer in relation to services provided.
6.2. The Customer must submit to the Company sufficient material and information to deal with any issues raised. We will attempt to resolve the problem. Where appropriate, we will endeavour to give an estimate of how long a problem may take to resolve and will keep you informed of progress of the problem resolution.
6.3. On-site support is available where required and will incur additional fees.
6.4. We reserve the right to charge for support at the rate of £75 per hour where the problem has been caused by any modification, variation, addition, incorrect use or abuse to the CMS by the Customer, unless written approval is given by the Company for the modification, variation or addition which resulted in the problem to be caused.
7.1. Unless stated otherwise, the CMS Licence includes hosting of your website.
7.2. Any website not using a content management system provided by the Company may be hosted by you or a nominated representative at another location if required by the Customer.
7.3. Where a website is hosted on our servers:
a) Your website will be backed up daily and will be hosted on servers which are subject to the Company's full disaster recovery plan;
b) We will provide you with online access to statistics associated with your website;
c) Website data storage
i We will provide Customers with an agreed storage allocation to be used for the sole purpose of delivering information via the services provided by the Company;
ii Where no storage allocation is agreed the following allocations will apply:-
· Base Allocation – 500Mb
· Secondary Schools / Colleges – 2Gb
iii Storage beyond that allocated to the Customer will be charged at £120 per Gb per annum which will be added and itemised to the Customers annual support fees.
d) Video data storage
i We will provide Customers with an agreed storage allocation to be used for the sole purpose of delivering video content via the services provided by the Company;
ii Where no storage allocation is agreed the following allocations will apply:-
· Base Allocation – 500Mb
iii Storage beyond that allocated to the Customer will be charged at £60 per Gb per annum which will be added and itemised to the Customers annual support fees.
i We will provide Customers with an agreed bandwidth allocation to be used for the sole purpose of delivering information via the services provided by the Company:
ii Where no bandwidth allocation is agreed the following allocations will apply:-
· Base Allocation – 3Gb per month
· Secondary Schools / Colleges – 10Gb per month
iii Bandwidth beyond that allocated to the Customer will be charged at £5 per Gb per month which will be added and itemised to the Customers annual support fees.
8. Exclusion and limitation of our liability
8.1. We expressly exclude liability for any loss of profit or anticipated savings, indirect, special, incidental or consequential loss or damage which may arise in respect of the Services, their use and their use in relation to any of your equipment or property or for loss of business, revenue or goodwill.
8.2. You acknowledge that the services in general are not error-free and agree that the existence of such errors shall not constitute a breach of this agreement.
8.3. In the event that you discover a material error in the CMS supplied which substantially affects your use of the same and notify us of the error within 90 days from the date of the final invoice (the “Warranty period”) we shall at our sole option either refund the Fee or use all reasonable endeavours to correct or replace that part of the service which does not so comply provided that such non-compliance has not been caused by any modification, variation or addition to the service not performed by us or caused by its incorrect use, abuse or by use of the Service with other software or on equipment with which it is incompatible.
9. Copyright, patents, trademarks and other intellectual property rights
9.1. You acknowledge that you have not by virtue of the CMS Licence, acquired any rights to any and all of the copyright, trademarks, trade names, patents and other intellectual property rights of any nature whatsoever subsisting in or used in connection with the services including all documentation and manuals relating thereto. You shall not during or at any time after the expiry or termination of the Licence in any way question or assert any rights in relation to the same.
9.2. In the event that new inventions, designs or processes evolve in performance of or as a result of the Licence you acknowledge that you shall have no rights in relation to the same.
9.3. The Company will make no claim as to the copyright of any content added to the Customers website by the Customer.
10.1. Either party may by notice in writing terminate this agreement if the other party are in breach of any term, condition or provision of the Licence and fail to remedy such breach (if capable of remedy) within 30 days of having received written notice of such breach from the other party and requiring it to be remedied.
10.2. Upon expiry or termination for any reason you will pay to us all costs and expenses including legal and other fees which are incurred by us as a result of your breach and all arrears, fees, charges or other payments arising in respect of the services, the CMS Licence or otherwise.
11.1. You shall not assign or otherwise be entitled to transfer all or part of the CMS or the Licence.
12.1. Failure or neglect by us to enforce at any time any of the provisions of the Licence shall not be construed nor shall be deemed to be a waiver of our rights hereunder nor in any way effect the validity of the whole or any part of the Licence nor prejudice our rights to its subsequent action.
13.1. The headings of these Terms are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation.
14.1. In the event that any of these Terms shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such Term, shall, to that extent, be severed and the remaining shall continue to be valid to the fullest extent permitted by law.
15.1. Any notice to be given by either party to the other may be sent by recorded delivery to the address of the other party as appearing herein, as set out in the Confirmation, or such other address as such party may from time to time have communicated to the other in writing (by post or email) and if so sent shall be deemed to be served two days following the date of posting.
16. Governing law and jurisdiction
16.1. The parties hereby agree that the Licence concluded between them shall be construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the courts of England.