Published 18 March 2013. Updated 20 September 2016.
It seems that in today's world, our first instinct is one of distrust? Bygone customs like a person's word is their bond or a handshake being good enough to seal the deal feels like a faded memory. Well, here at Thoughtful we still hold these values in high regard – preferring to do business in a more thoughtful and civil manner.
You will find we do not prescribe to the standard business practice of having complicated contracts that only a person with legal training can decipher. Instead, we are happy to formalise an agreement with a simple email.
This does not mean that our service is any less professional, in fact nothing could be further from the truth. We simply do not see the need of involving legal bods to ensure that we both treat each other with respect, or to force us to honour our respective commitments – we do that anyway.
Of course, we appreciate that you will want some reassurance that you are not working with a 'shady' character. Therefore, we have drafted this document to set out the way we work and clarify some of the legal issues that we know can be useful to define at the outset.
You may be asking yourself, 'Isn't this the same as a contract?'
Well, no, it isn't. These terms provide some general definitions, whereas a contract usually offers more detail that relates specifically to your project. However, although the language we have used in this document is simple, the intentions are serious.
We assume that you have read and agreed to these terms, and you accept that these supersede any previous contracts or terms you may have received from Thoughtful. If there is anything that you want to change, let us know so that we can confirm it, in writing, to make sure it is all official.
We have no desire to trick you. All we want is for you to feel comfortable that your working with a responsible, ethical and thoughtful partner.
Before we get into the nitty gritty, it would be remiss of us if we were not clear in stating that we reserve the right to change our Terms & Conditions without prior notice.
The unavoidable legal stuff
Jargon and definitions
This document defines our Terms & Conditions.
We are governed by English law and we assume that you are happy to be too.
For the sake of clarity, within this document when we refer to 'ourselves' or 'us' we mean Thoughtful. When we refer to 'the client' or 'you' we mean the person who buys or agrees to buy our services. Whenever the term 'services' or 'work' is used, we mean items supplied under the contract of sale by us, including our own products and intellectual property and those supplied by us from a third party.
The placement of an order for design and/or any other services offered by Thoughtful constitutes an agreement to comply fully with these Terms and forms a Contract for Business between us and you.
Place of business
Our postal address is Suite 33, 80 Churchill Square, Kings Hill, West Malling, Kent ME19 4YU.
19/21 Swan Street, West Malling, Kent ME19 6JU.
Our company number is 8589582
Data Protection, confidentiality and the Freedom of Information Act
We will treat your data and personal information with respect and only to communicate with you about information relating to our work; we will never sell your data and will not pass it on without your express consent.
Many of our clients have specific needs for heightened levels of security and confidentiality. If you require additional measures to be taken, please do let us know and we will brief our team and put provisions in place.
As a private company we are not governed by the Freedom of Information Act, but many of our clients are. If it is possible that our communications might be governed by the Act then please inform us.
We ask you to respect our confidentiality, especially in terms ideas and pricing. If we prepare a proposal for you, we expect it to be treated as confidential.
We have a minimum invoice value of one hour, primarily to cover administration fees.
We do not typically operate a rush charge. As every project we undertake is as important as the other, we make every effort to accommodate any deadline. However, we reserve the right to charge a premium should the project require any member of our team to prioritise your work or complete it during unsociable hours.
The usual fee is a 33% surcharge on top of our agreed hourly rate or project fee.
Our invoices are sent electronically (via email) in PDF format. If you require a paper invoice, just let us know and we will make every effort to accommodate this request.
All invoices will be sent to the person who originally commissioned the work unless we are advised otherwise.
We offer a 30 days credit period in keeping with other businesses, however, as a small business, we would be eternally grateful should you decide to settle your invoices earlier. If you go beyond 30 days then we will call you to discuss why the invoice has not been paid, as every day that passes has the potential to effect our business.
In very rare circumstances we reserve the right to refuse credit and insist on advanced payment.
We would much rather we are informed if payment of an invoice becomes problematic. Honestly, it is always best to talk these things through.
However, if we feel there has been blatant disregard to our 30 days credit period, then we reserve the right to charge 2.2% per month or 0.07233% per day for late payment of invoices. We genuinely hope we never have to resort to issuing such a penalty.
Any additional charges, such as returned cheques or third-party collection and legal fees, will be charged on to you.
As we are registered for VAT, we are obliged to collect VAT (at the prevailing rate) on all invoices we issue. Therefore, you should assume that all our prices are quoted nett of VAT.
The only exception that we can make is if your VAT office provides us with a letter that specifically states that a particular item or invoice should not be subject to VAT.
Our VAT number is: 165 9193 74
All payments should be made by internet transfer. If you are planning to pay via an alternative method, please advise us when commissioning the work.
Our banking details are on every invoice. It is always helpful if you can send us some form of remittance advice. Please send this to either our postal address or email it to email@example.com
Changes and revisions
We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We do not want to limit your ability to change your mind. The price we supply at the beginning of this contract is based on the length of time we estimate we will need to accomplish everything you have told us you want to achieve, but we are happy to be flexible. If you want to change your mind or add anything new, that won't be a problem – we will provide a separate estimate for that work.
We hope that it would never come to this, however, we can see how a termination clause provides peace of mind. Therefore, at any time, prior to completion of the Work, you or us shall be entitled by giving 30 days' notice in writing to terminate the Agreement, following:
- any breach by you or us of any of the terms of the Agreement which if capable of remedy is not remedied within 30 days of written notice of such breach from you or us; or if you or us become insolvent or if in your or our reasonable opinion you or we appear to be about to become insolvent or unable to complete the agreement.
- if we engage in any conduct prejudicial to you.
Upon termination of the Agreement, for whatever reason, at your request we will deliver up to you any documents or records or other items belonging to you which are in our possession or control.
Who owns what
Intellectual Property and copyright
The various issues surrounding the area of who owns what can be confusing, especially when considering intangible concepts such as 'ideas' and 'look and feel'.
Copyright falls into two categories: economic rights and moral rights. Although we can sell you the economic rights (the right to profit from the intellectual property), legally, we will always retain the moral rights to the work. For this reason, we insist that none of our work is used in a way that contravenes our ethical policy.
When your final payment has cleared, copyright will be automatically assigned to you as follows:
You will own the visual elements that we create for this project. We'll give you source files and finished files and you should keep them somewhere safe as we are not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.
We will own the unique combination of these elements that constitutes a complete design and we will license that to you, exclusively and in perpetuity within the parameters of the original brief, written or verbal, unless we agree otherwise. Should you wish to extend the use of this material then we will provide you with a separate estimate.
Finally, if we present more than one idea then we think it's fair that only the route that is progressed is deemed to fulfil the brief. Therefore, we reserve the right to use the other design solutions in other ways, which may include other clients.
It has to be said…
We do everything we can to limit problems, however, on occasions, no matter how carefully we plan, there are some problems that cannot be avoided.
Below is a fairly formal list of such areas…
- We cannot guarantee that our work will be error-free and so we cannot be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you've advised us of them.
- We can't be responsible for a failure to complete any contract/brief due to circumstances beyond our control, including: serious illness, loss of power supply, machine breakdown, loss of materials, fire, storm, flood, act of god, war, civil disturbance or terrorism.
- If you entrust us with your property or materials and they are stolen, damaged or destroyed then we will cover the cost of replacement of the article, but we cannot be liable for reproducing work (such as reshooting or reprinting something) or for any subsequent loss or income or reputation. If you have concerns about these areas then it is best that you insure yourselves against such losses.
- We are not able to give warranties of any kind, express or implied, for any products or services. Although we make all reasonable efforts to ensure quality and appropriateness of materials, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure.
- Our liability extends only for the duration of the contract/brief. Typically this means that we will support the website up to the date of it going live. Any necessary amendments made subsequently are usually charged at our standard hourly rate.
We maintain full public liability insurance and professional indemnity insurance, together with such other insurance cover as is normal for a business of a size and type similar to ours. Such insurance is held with an insurer of repute in such sum and for such risks as we may from time to time reasonably require. We are happy to furnish to you, at your request, a copy of the certificates and policies of such insurances together with receipts of the last premiums.
Supplying materials to us
By supplying text, images and other data to us for inclusion in your work, you guarantee that you hold the appropriate copyright and/or trademark permissions and you (or the owner of the copyright or trademark) give us permission to use it freely in the commission of the design.
Our involvement will not affect ownership – whoever owned it at the beginning continues to own it. We do insist that you take responsibility for seeking necessary permissions and cover us legally, for any action that may result in a failure to obtain the necessary permissions.
If you provide images for your project, we will assume that you have secured the relevant licenses and you must provide us with explicit instruction if any of the images need to be credited.
You acknowledge and accept that we may be engaged in providing services for other clients, some of which may be similar to the Services you offer. This fact notwithstanding, we endeavour to ensure that the Services are undertaken within timescales expressly agreed and to use our best endeavours to promote your interests.
We understand that in the provision of the Services, certain confidential information relating to your activities and financial status may come within our knowledge and certain confidential documents may come into our possession. We hereby undertake not to use such information or documents for any purpose not authorised by you in advance nor to divulge any such information to any persons or businesses for any purpose whatever. Period.
If we sub-contract work then we will manage that sub-contractor and ensure that they perform to the same high-standards that we set.
On occasion we will put you in touch with a third party supplier such as a hosting company. We will select that supplier based on our experience of your needs and their integrity and ability to meet those needs. We cannot provide guarantees for the service that they provide.
We're sure that one of the reasons that you want to work with us is that we are fair and honest. As such, and to avoid any ambiguity, we will not use any text, images or other data which we deem to be immoral, offensive, obscene or illegal.
We also reserve the right to refuse to include submitted material without giving reason. If we do include something, in good faith, then we reserve the right to remove it without hindrance or penalty, if we discover that it contravenes these terms.
In days gone by, the holy grail was to make a website look the same across all browsers. This was always an idealistic pursuit as there were too many variables that made this an impossible task. Today, we have finally accepted that browser testing is less about perfect replication and more about ensuring a person's experience of a design is appropriate to the capabilities of a browser or device.
Our aims is to ensure we offer an appropriate experience for as many users as possible.
We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Internet Explorer), Mozilla Firefox and Opera.
Microsoft Internet Explorer has numerous versions spanning many years of release. As this browser is so widely used, we test our websites in version 9 onwards.
We won't test in other browser unless you specify otherwise.
If you do need an enhanced design for an older browser, then please talk to us about this at the beginning of a project so that we can provide a separate estimate for this work.
Testing popular small-screen devices is essential in ensuring that a person's experience of a design is appropriate to the capabilities of the device they are using.
We test our work in the latest version of:
- iOS: Safari and Google Chrome
- Android: Google Chrome
We currently don't test Blackberry OS or Blackberry QNX, Opera Mobile, Symbian or other mobile browsers. If you need us to test using these, we can provide a separate estimate for this work.
We're not a website hosting company so we don't offer support for website hosting, email or other services relating to hosting.
You may already have arranged your hosting and you might even manage that hosting in-house. If you do, great. If you don't, then we can set up an account for you at one of our preferred hosting providers.
If we purchase a hosting package on your behalf then we will register it in your name so that you have ongoing control of your website's hosting and you can pay for the package to be renewed. Please note that renewal notices will then be sent to your chosen email address – if you miss or ignore these notices then the site will be removed (and all of the data may be lost).
On rare occasions, our clients require us to buy web hosting on their behalf. If that's the case then we will try to contact and notify you in plenty of time before the renewal date. If we are unable to contact you, we reserve the right to choose whether to renew the hosting (at the cost price plus an additional fee equivalent to one hour of studio time) and pass on that charge, or to let the hosting lapse.
We firmly believe in the right of people, of all abilities, to have access to information published on the web, and support the principles behind building websites that are accessible to all. Therefore, we ensure that all websites conform to current best practice.
We create designs iteratively using HTML and CSS, so we don't waste too much time mocking up every template as a static visual. However, we may choose to present static visuals to indicate a look-and-feel for key sections.
Unless agreed otherwise, we are not responsible for writing or inputting any text copy. If you'd like us to write new content or input text for you, we can provide a separate estimate for that work.
When creating a logotype or identity we do not carry out any trademark research as this is a specialist (and expensive) work often undertaken by solicitors who specialise in this area. We never set out to replicate another company's identity, however, it is possible for a design to inadvertently arrive at a similar place as another logo. As this research does not form part of the service we offer it is not included in any estimate or proposal we provide, however, we do encourage our clients to consider and undertake this due diligence before deploying their new identity in the public realm. Thoughtful Web Limited can not be held responsible for any copyright infringement.
We are proud of all the work we produce, therefore, we like to put an unobtrusive credit on every website we create. If you think this is inappropriate then please talk to us about your concerns as we would be happy to strike a compromise or to remove it.
If you use our work in some other context then we would like you to credit us so that people know who designed/created it. Please credit us as Thoughtful, or ask us to supply a logo. We love to show off our work and share what we've learned with other people, so we reserve the right, with your permission, to display and link to your project as part of our portfolio and to write about it on websites, in magazine articles and in books.