Terms and Conditions
These Terms and Conditions of Business, govern the provider-client relationship, which will exist between us. Our ‘Terms and Conditions of Business’ document is found at our website www.evofrog.com. Please read through them carefully. By continuing to instruct Evofrog we shall be entitled to assume you have agreed to the terms and conditions therein. If you do not agree to our Terms of Business, please contact us in writing within 7 days outlining the areas you do not accept. We will then arrange a meeting with you and attempt to agree terms with you. If we do not hear from you, you will be deemed to have accepted our terms of engagement and these terms shall apply to any future instructions given by you to Evofrog. Nobody is authorised to alter these terms other than in writing.
All orders placed with Evofrog are accepted subject to the following conditions, which shall form the basis of the contract between Evofrog and the client. Placing of an order implies acceptance of these conditions of Business herein stated, and these conditions are paramount to any proposed by the client.
Quotations are for prompt acceptance and undeferred execution and in any case are never valid for more than 30 days. Error and omissions are subject to correction, and Evofrog does not bind itself to accept the order should such corrections result in dispute with the client.
2.0 OVERDUE ACCOUNTS
Website hosting and email management will be held until all accounts have been settled. Once overdue a warning will be issued and Evofrog reserves the right to suspend all website, email and hosting accounts until payment has been settled between Evofrog and the client.
2.1 Evofrog reserve the right to amend the Cost on giving notice to you if:
2.1.1 any delay is caused by you during the lifecycle of the project; or
2.1.2 should you halt the project for a period of over 4 weeks during the project lifecycle, Evofrog reserve the right to request payment for work completed to date
2.1.3 should you become detached from the project at any given time for a period of over 2 weeks, you are likely to lose position in the current schedule of work
2.1.4 failure on your part to provide Evofrog adequate instructions or information in response to Evofrog reasonable requests; or
2.1.5 the cost to Evofrog of any resources or materials increases and such an increase as is beyond Evofrog’s reasonable control.
2.1.6 information or content provided is then requested to be changed or amended at a later stage (please ensure all content provided has been proofed and is final)
2.2 ADDITIONAL WORK/ALTERATIONS
Any additional work over and above that specified in the original agreement, or differing from original instructions will result in increased charges. This includes modifications or updates to text or images provided by the client. Please ensure all content provided has been proofed and is final.
2.3 3rd PARTY UPDATES
Evofrog cannot predict changes and modifications to how 3rd party organisations (i.e. Google, Facebook, YouTube) operate or provide data. Therefore, any re-configuration of your website to accommodate such changes are subject to additional cost.
2.4 EXPEDITED DELIVERIES
Should delivery be required in less than the normal time requisite for its proper production within the standard capacity of Evofrog facilities and normal working hours, an extra charge will be made commensurate with any overtime worked, or extra labour or equipment contracted, in order to expedite such delivery.
3.0 ACCEPTANCE OF WORK
Before delivering the System (or any part of it) to you, Evofrog shall test the System and satisfy itself that the System performs correctly in accordance with the agreed requirements.
3.1 On delivery of the System, you shall carry out the Acceptance Tests for the purposes of confirming that the agreed requirements have been successfully completed. You shall give written notice of any Errors to Evofrog within 10 Business Days of delivery of the System specifying the nature of the Error and any additional information which may assist in the correction of the Error. If you fail to notify Evofrog of any Error within this time limit the System shall be deemed accepted by you. Any complaint made after this 10 day period will not be entertained.
3.2 You will notify us in writing if communications are to be sent to you other than at the address, fax or email you have provided. Unless you tell us not to do so we may communicate to you by email and do not accept responsibility for any breach of confidentiality which may occur, whether because of a fault or omission on your part or by any of your agents or the result of any action of a third party. You will provide us with sufficient information to enable us to carry out our work on your project.
4.0 DOMAIN NAME
Domain names can be registered and managed on behalf of our clients. The domain name will become property of the client as necessary so long as there are no overdue accounts. Existing Domain Names will remain property of the client unless they are transferred to Evofrog services.
5.0 LIMITATION OF LIABILITY
5.1 Evofrog shall not be liable to the client for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the supply of any goods or services under these terms and conditions and whether arising from the use, application or support of such goods and services, or otherwise, except to the extent to which it is unlawful to exclude such liability.
5.2 Notwithstanding the generality of clause 5.1 above, Evofrog expressly excludes liability for consequential loss, damage or corruption to other software or data, or for loss of profit, business, revenue, goodwill or anticipated savings.
5.3 In the event that any exclusion contained in these Terms & Conditions shall be held to be invalid for any reason and Evofrog becomes liable for loss or damage that it may otherwise have been lawful to limit such liability shall be limited to 125% of the monies paid to Evofrog by the client in respect of the goods and services supplied under these Terms & Conditions.
5.4 Evofrog does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of Evofrog, its employees, agents or authorised representatives.
5.5 The client agrees to indemnify and save harmless and defend at its own expense Evofrog from and Against any and all claims of infringement of copyright, patents, trademarks, industrial designs, or other intellectual property rights arising from any content or specifications provided by the client in respect of the supply of the goods and services under these terms and conditions.
5.6 Evofrog has not reviewed, and cannot review, all of the material, including computer software, posted to Evofrog servers, and cannot therefore be responsible for that material’s content, use or effects. By operating Evofrog servers, Evofrog does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful, or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Evofrog servers may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. Evofrog servers may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Evofrog disclaims any responsibility for any harm resulting from the use by visitors of Evofrog servers, or from any downloading by those visitors of content there posted.
5.7 We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Evofrog servers links, and that link to Evofrog servers. Evofrog does not have any control over those non-Evofrog servers websites, and is not responsible for their contents or their use. By linking to a non-Evofrog servers website, Evofrog does not represent or imply that it endorses such website. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Evofrog disclaims any responsibility for any harm resulting from your use of non-Evofrog servers websites and webpages.
6.0 DATA BACKUPS
Evofrog will endeavour to make backups of the data stored on Evofrog Servers as a precaution. However, Evofrog does not warrant that any data will be backed up correctly, nor that any successful restoration of data will be possible. Evofrog shall have no liability for any loss or damage to any data stored on Evofrog Servers or backup mediums. For the avoidance of all doubt, we make backups of all data on Evofrog Servers regardless. Should data backup be essential to your business, Evofrog ask You to consider additional arrangements.
7.0 INTELLECTUAL PROPERTY AND CONTENT
Evofrog Reserve all rights in relation to software, bespoke or otherwise which may be deployed by us as part of your project. Such software includes, but is not limited to Content Management Systems and Database Design.
7.1 Subject to you paying all sums due to Evofrog under the agreement and these Terms & Conditions, Evofrog grant to You a non-exclusive and non-transferable licence to use the Materials in connection with the System.
You shall not:
– alter or adapt in any way the Materials;
– re-produce or deal in the Materials (in whole or in part) in any way;
– make copies of the Materials except to the extent reasonably necessary for back up purposes; and
– make the Materials available to any third party without Evofrog’s prior written consent and on such terms (including payment of further costs) as Evofrog may determine.
7.2 You acknowledge that Evofrog is the owner of all Intellectual Property Rights in the Materials and that nothing in the agreement or these Terms and Conditions shall result in you owning any Intellectual Property Rights in the Materials or the code to such Materials.
7.3 Evofrog content management systems are not directed to children younger than 13, and access and use of our content management systems is only offered to users 13 years of age or older. If you are under 13 years old, please do not register to use our content management systems. Any person who registers as a user or provides their personal information for our content management systems represents that they are 13 years of age or older.
7.4 Use of our content management systems requires an Evofrog account. You agree to provide us with complete and accurate information when you register for an account. You will be solely responsible and liable for any activity that occurs under your username. You are responsible for keeping your password secure.
7.5 If you create content on Evofrog servers, you are responsible for maintaining the security of your account and website, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the website. You must immediately notify Evofrog of any unauthorized uses of your website, your account, or any other breaches of security. Evofrog will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
7.6 If you operate a website, comment on a website, post material to Evofrog servers, post links on Evofrog servers, or otherwise make (or allow any third party to make) material available (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content or your conduct. That is the case regardless of what form the Content takes, which includes, but is not limited to text, photo, video, audio, or code. By using Evofrog servers, you represent and warrant that your Content and conduct do not violate these terms. By submitting Content to Evofrog servers for inclusion on your website, you grant Evofrog a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing, and promoting your website. This license allows Evofrog servers to make publicly-posted content available to third parties selected by Evofrog servers so that these third parties can analyze and distribute (but not publicly display) your content through their services. If you delete Content, Evofrog servers will use reasonable efforts to remove it from Evofrog servers, but you acknowledge that caching or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, Evofrog has the right (though not the obligation) to, in Evofrog’s sole discretion, (i) refuse or remove any content that, in Evofrog’s reasonable opinion, violates any Evofrog policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of Evofrog servers to any individual or entity for any reason. Evofrog servers will have no obligation to provide a refund of any amounts previously paid.
7.7 As Evofrog asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Evofrog servers violates your copyright, you are encouraged to notify Evofrog. Evofrog will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Evofrog will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Evofrog or others. In the case of such termination, Evofrog will have no obligation to provide a refund of any amounts previously paid to Evofrog.
7.8 This Agreement does not transfer from Evofrog to you any Evofrog or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Evofrog. Evofrog logo, and all other trademarks, service marks, graphics and logos used in connection with Evofrog servers or our Services, are trademarks or registered trademarks of Evofrog or Evofrog’s licensors. Other trademarks, service marks, graphics and logos used in connection with our services may be the trademarks of other third parties. Your use of our services grants you no right or license to reproduce or otherwise use any Evofrog or third-party trademarks.
8.0 QUALITY OF WORK
Evofrog will not be responsible for the accuracy of any material, logo, copy, or design provided by the client as origination material or proofs. In any event, all work will be subject to client approval prior to finalisation of the contracted work.
Evofrog will manage the renewal of any domain names and hosting arrangements you have allocated to us. Renewal will be performed by Evofrog without notice and invoiced accordingly. If you do not wish to renew for any reason, we require that you notify us in writing, 1 month in advance of the renewal date.
10.0 SERVER ACCESS
Evofrog does not provide for FTP access by clients to update site files hosted on Evofrog servers. All updating of sites hosted on Evofrog servers is to be completed by Evofrog staff (unless previous agreement has been reached).
11.0 PROJECT MANAGEMENT
Evofrog and client shall allocate a dedicated project manager/team to every project as for project management and liaison between both parties. Should under any circumstances the liaison change an immediate agreement should be made so as both parties expectations and outcomes are confirmed as per specification, quotation and terms of service.
11.1 Evofrog reserve the right not to commence the project until all requested content and requirements are agreed by both parties.
12. CONTACT DETAILS
It is important that you keep your contact details up-to-date. Please therefore notify us of changes to telephone numbers, e-mail addresses and postal addresses. Again we think as a precaution, you should follow up any telephone calls about these changes in writing.
13. CONCERNS AND COMPAINTS
At all times we try to deliver a high quality, client focused service. If at any time you are worried about how your project is being processed, please contact the staff member primarily responsible for dealing with you. If you do not get a satisfactory explanation, then you may invoke our formal complaints procedure. In the event that you need to complain, please write to the Managing Director of Evofrog setting out your concerns and you will receive a reply as soon as practicable. We anticipate that we will be able to resolve your concerns through our internal procedures.
14. COSTS AND DISBURSEMENTS
Subject to the certain exceptions e.g. where we have agreed a fixed/scale fee, our professional fees are based on the time we spend dealing with your instructions. Chargeable time will include all work reasonably done in your project. If possible, upon receiving your instructions, we will provide you with an estimate of the likely costs involved and an estimate of any disbursements likely to be incurred.
The hourly rate will depend upon the complexity of the project, the volume of data involved and also the specialised knowledge required. In addition, VAT will, if applicable, be added to our charge. Incidental disbursements are included in our costs. Unless otherwise agreed, our charges will be payable whether or not any project proceeds to completion.
Our payment policy is that we require payment of costs and outlay in advance of any work done. Any bill of costs or disbursements raised by us is due for payment on delivery.
15.1 Recharging to the Same Credit/Debit Card (Reference Transactions). We offer a facility to enable clients to make various recurring payments via a credit/debit card. Clients can have multiple subscriptions, switch subscriptions, change their billing schedule and delete their subscription within the My Account section of the Evofrog website. Evofrog is committed to handling your customer information with high standards of information security. We use computer safeguards such as firewalls and data encryption and we enforce physical access controls to our buildings and systems.
16. HOW WE HANDLE DATA AND RECORDS IN ACCORDANCE WITH THE DATA PROTECTION ACT 1998
It may be necessary for us to retain personal data about you on our files and/or computer records. Examples can include financial information, bank details and sensitive personal data. In accepting these Terms of Engagement you confirm that we may receive and hold confidential and/or sensitive personal data in relation to you and that, where appropriate, this may need to be disclosed to others, such as experts and other parties. If you have a concern about disclosure of any particular sensitive personal or commercial data please raise this with us at an early stage.
We will communicate with you by the most effective means but we shall not be responsible for the security of correspondence and documents sent by fax, e-mail or other electronic means. If you have concerns about the confidentially of any information sent by such electronic means, please let us know so we can arrange for secure transmission.
17. TERMINATION OF PROJECT
- On giving reasonable notice, we will be free to refuse to provide or continue to provide in the following circumstances:-
- any bill of costs raised by us in respect of fees or disbursements has not been paid.
- any request for an interim bill of costs or disbursements incurred or to be incurred has not been complied with.
- we are or may be in breach of the law or professional conduct by accepting or continuing to accept instructions.
- you did not respond to any requests for information.
- We may also discontinue providing on other reasonable grounds or where the provider/client relationship is broken down.
You may terminate our engagement on this project in writing at any time. However, If you or we decide that we can no longer provide for you, you are liable for our charges down to the date of termination. You shall pay all outstanding fees, expenses and disbursements incurred up to the date of termination.
Under the Consumer Contracts Regulations 2013, you have the right to cancel this contract within 14 days without giving any reason. This only applies where contracts are agreed away from our premises or where we are not both physically present. To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement (e.g. a letter sent by post or e-mail). To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
These terms of Business are governed by and construed in accordance with laws of Northern Ireland, England & Wales and the Republic of Ireland.
19.1 If You decide to transfer Your website away from Evofrog hosting at a later date, Evofrog may charge a reasonable fee to facilitate such a transfer. Content supplied to and created by Evofrog during the development of Your website maybe supplied in such a transfer if possible, however Evofrog’s Content Management Systems remain the property of Evofrog and cannot be moved from its fixed location on Evofrog’s dedicated servers.
19.2 Your website will be hosted on premium servers and if the hosting becomes high resource intensive a change of hosting may be required. You will be contacted as soon as possible to facilitate the move, but we may have to upgrade immediately to keep your website working. You should be aware that the move may incur additional costs.
19.3 You may incur a chargeback fee in the event that your bank or payment service disputes a payment. The chargeback is set by the bank/payment service and can be overturned if responded to in a reasonable time-frame.
19.4 If there is any new information that might affect your project, it is important that you tell us about it as soon as possible. It is useful to receive written confirmation of that information, either by letter or electronic means.
19.5 In the event that any of these Terms and Conditions should become invalid, illegal or unenforceable then any remaining terms and clauses shall survive unaffected.
19.6 We will not be liable to you or any third party if we are unable to perform our services as a result of any cause beyond our reasonable control.
19.7 We update all systems hardware and software to keep up-to-date with the highest levels of usability, performance and security. Very rarely your website may require additional configuration after updates and the client takes full responsibility for notifying Evofrog of any additional configuration needed.
20.0 PROJECT ASSUMPTIONS
To help the project move as efficiently as possible for all parties, we make the following assumptions on all projects:
20.1 Photos and site content will be supplied by You in electronic format
20.2 All content provided will be proofed and final
20.3 All content provided will be in an organised fashion and in a reasonable number of transactions
20.4 You will provide a single point of contact for project communication