The utilisation of our website and any of our services are given on the strict understanding of the underneath Terms & Conditions and those composed within our emails. The laws of England and Wales will be utilised to settle any lawful dispute.
Our service is provided by Red Cloud Agency, Regent Street, Soho, London W1B 5TR, who are owned by Battlestar Web Design Ltd, Company number 11169917, Registered address: Off. 23976 Chynoweth House Trevissome Park Truro TR4 8UN.
Proposal/Quote/Estimate: The cost of Us to complete specified work on the Clients behalf.
Our Process: The process we use when designing and building websites as described within Section 1.2 of these Terms.
Project Website: Any website that the Client instructs Us to work upon.
Contract: These terms on this page which form the agreement between the Client and Agency
Client/Our Client: Any person or Company or other legal entity who hires Us to undertake any work on their behalf or behalf of somebody they represent.
Agency/Our Agency/We/Us/Our Team/Our Company: Red Cloud Agency (https://redcloud.agency)
Design Brief/Pre Design Questionnaire/Predesign Questionnaire/Pre-Design Questionnaire/PDQ: The document We use to collect instructions for a project from the Client. This maybe in the form of an online document or questions within an email.
Section 1: Our Services
1.1. WEB DESIGN SERVICES
1.1.1. We agree to build/create/design/develop the Project Website using our best judgement, skills and interpretation of the requirements the Client provide within the submitted Design Brief (or Predesign Questionnaire/PDQ).
1.1.2. The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
1.1.3. The Client agrees that sometimes our interpretation of the Clients provided requirements will differ from the Clients own interpretation, but agree that the Project Website will be designed and created to the Agency's interpretation.
1.1.4. Any descriptive matter or advertising issued by the Agency, and any descriptions or illustrations contained in the Agency's Website or in any catalogues or brochures, other than the specification, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Contract or have any contractual force.
1.1.5. The Client agrees to cooperate with the Agency throughout Our Process of creating the Project Website.
1.1.6. The Client agrees to make sure that all the requirements are included within the Design Brief and understands that these maybe the sole instructions used to build/create/design the Project Website.
1.1.7. The Agency agrees to fulfil all requirements agreed upon before the point of sale.
1.1.8 The Agency agrees not to charge the Client more than £1000 + VAT, or 10% of the project cost, whichever is highest, for collecting missing information from the Design Brief.
1.1.10. The Agency agree to create for the Client one design for the home page of the Project Website, plus one other complimentary design for the internal pages.
1.1.11. If the Clients order is for an Ecommerce web design package we further agree to create additional complimentary designs for the necessary Project Website's pages.
1.1.12. If the Clients order includes a blog on the Project Website we further agree to provide a complimentary page design for the blog website pages.
1.1.13. The Client agrees that we will not include any additional services not agreed to in writing before the point of sale that are requested/included on the Design Brief.
1.1.14. We agree to design and create one logo design for the Project Website that we believe will compliment the Project Websites design.
1.1.15. We further agree that we will provide a 25% discount on our logo design service if the Client decides to instruct us to create more logo designs, or logo design options. Our logo design service is charged at discounted rate of £375 + VAT per logo design concept.
1.1.16. We agree to setup the Project Website to receive payments to the Clients Paypal account. If at the time of creating the Project Website the Client does not have a Paypal account we agree to create the Project website so that the Client may at a later date add their Paypal email address to the Project Website so that they can receive payments. If a Client requires an additional or different payment merchant on the Project Website then we will provide a Quote for this extra work at our standard rate.
1.1.17. All Quotes we provide are on the strict condition that the Project Website is hosted with us. An additional fee of £14,500 + VAT (from 4th October 2018) will become due if Client hosts their website elsewhere.
1.1.18. Clients can order additional 'add-on' services, or upgrades to their website design package. We will always provide an additional price/Quote for these services that are not included within the below list. The Client agrees to the below standard prices;
220.127.116.11. Additional contact style forms will be charged at £225 + VAT each.
18.104.22.168. Clients will be charged an additional £140 + VAT for each image we source and add to the Project Website. Our Team will provide what We believe are suitable images for the Project Website if they are not provided on the Design Brief. These images will be sourced from stock image websites. An additional charge of £225 + VAT will be charged for Our Team to alter these images in any way.
22.214.171.124. Additional information style pages not included within the Web Design Package will cost £250 + VAT per page.
126.96.36.199. The Client agrees that any additional work, not agreed to before the point of sale, which we undertake will be charged at our standard rate of £550 + VAT per hour.
1.1.19. The agencies quotes, unless specifically stated, are for Our Team to work hard to find low cost solutions to allow us to build the Project Website using some third-party technology. Therefore, the functionality within the Project Website may differ from what is stated within any contract. Our team will work hard to source and license all third-party technology within the Project Website to help ensure the finished website closely meets all desired requirements.
1.2. OUR PROCESS
1.2.1. The Client agrees to work within our established 8 step Web Design Process;
188.8.131.52. Fully complete with all of their requirements/instructions and submit the Design Brief.
184.108.40.206. Provide constructive feedback and further instruction, when requested, within 2 working days, to the Agency on the Wireframe Design Options presented to the Client.
220.127.116.11. Our Team will create the home page of the Project Website, plus a couple more pages. At this stage, these pages may not be fully completed.
18.104.22.168. The Client will make the 2nd 50% payment to the Agency with 2 working days.
22.214.171.124. After we receive the 2nd payment from the Client, the Client will provide instructions and constructive feedback on the work completed on the Project Websites so far.
126.96.36.199. Our team will then complete the Project Website.
188.8.131.52. The Client will provide their final constructive feedback and instructions to Our Team within one email.
184.108.40.206. Our Team will then complete any further changes to the Project Website that falls within the scope of the project agreed before the point of sale.
1.3. WEBSITE HOSTING SERVICES
1.3.1. We agree to include our standard website hosting within the Project Website cost.
1.3.2. We agree to backup (keep a copy of) the Clients Project Website every 1 week which will be available to replace the Clients live website if the Client requests – a charge of £550 + VAT will be payable by the Client.
1.3.3. The Client agrees to host the Project Website with us for a minimum of 6 years.
1.3.4. We agree to only charge the Client a fee of £35 + VAT per month annually for our standard website hosting.
1.3.5. We agree that the standard website hosting costs will not increase more than once per year and no more than £10 + VAT per month.
1.3.6. The Client agrees that they will pay their annual hosting renewal fee within 1 month of the 12 months hosting period ending.
1.4. SEO/MARKETING SERVICES
1.4.1. Backlinks & Blogging Outreach
220.127.116.11. All fees for creation of backlinks on third party websites must be paid in advance of creation of the backlinks, be those on third party blogs, social media websites, media placements or directory websites.
18.104.22.168. We have no control over the policies of search engines either now or in the future and offer no guarantee that placements and links will improve ranking for specific keywords or increase visitors to a website.
22.214.171.124. We offer no guarantees that a blog, directory or social media platform will accept The Client’s website. While we will endeavour to place your link on a website, ultimately the control of what a third-party website accepts is beyond our control. However, we agree to either;
126.96.36.199.1. Not to charge The Client,
188.8.131.52.2. Refund The Client, if the Client has already paid for the service,
184.108.40.206.3. Find what we believe to be a suitable replacement.
220.127.116.11. We accept no responsibility for any damages to your website as a result of using our services. The Client accepts all risks associated with a link building campaign at the point of sale. However, We agree to always use our professional judgement to do what we believe is in the best interest of the Clients website in terms of obtaining the desired rank in Google.
1.4.2. Ongoing Monthly Services
18.104.22.168. We will create in-content links to The Client’s designated webpage(s) using suitable anchor text in a magazine quality, educational, non-promotional blog article or on a third-party website.
22.214.171.124. The backlinks will be created on English language websites using TLD’s such as .com, .co.uk, .net and .org. We cannot however guarantee a specific country the link will be from.
126.96.36.199. The backlink will feature on a website with a greater Domain Authority at the time of the placement being created then that of 10, 20, 30 or 40 as agreed at the time of agreement between The Agency and The Client.
1.4.3. Directory Listing Service
188.8.131.52. The Client will provide the name, address, phone number, website address, details of services and email address they wish for listing which we will manually submit to the agreed number of Directory websites. Further information The Client may wish to add, such as Logo and Branding, business summary and opening hours will need to be done so either by The Client themselves, or we may do so for an additional charge.
184.108.40.206. We will provide a screenshot showing the listing has been placed, however many Directory websites require verification by phone, email or letter and The Client agrees to adhere to these requirements to ensure the listing becomes live.
220.127.116.11. We will provide to The Client all the login information upon completion of the service for The Client to edit as they see fit.
1.4.4. Onpage Optimisation
18.104.22.168. We will require the login details to the CMS of The Client’s website in order to provide this service and will only carry out work on a website with a WordPress CMS and the Yoast SEO plugin installed. The Client agrees to the Yoast SEO plugin being installed if it hasn’t already.
22.214.171.124. When The Client provides written agreement for us to edit both information in the Yoast SEO section of a webpage or the content itself (be this text or images), We accept no liability whatsoever for any work that's carried out that The Client deems unsatisfactory or to the detriment of the website. However, we agree to use our professional judgement to undertake the required work to the best of our ability within the agreed scope of work.
126.96.36.199. If the Client prefers to conduct all editing themselves then we will provide an in-depth report with all suggested edits to The Client. This will either be a written document, or a video with audio.
1.4.5. Press Release Service
188.8.131.52. As part of the Press Release service we will create a draft press release based on The Client’s instructions. The Client may request up to 3 rounds of changes prior to submission to Press Agencies.
184.108.40.206. Once approved we will submit the Press Release to a database of over 450 news outlets and over 100,000 journalists. The release will be featured on a minimum of 450 media websites, each providing a link to The Client’s website.
220.127.116.11. The outlets upon which the release will be placed will be English language media websites and premium industry news channels.
1.5. MANAGERS SPECIAL OFFER SERVICES
Managers special offers are only available to order via our Design Brief/Predesign Questionnaire (PDQ), which is only available to existing Clients at the start of a project.
1.5.1. OnPage SEO Upgrade
18.104.22.168. As part of the development process of your new website, the Yoast SEO plugin will be installed.
22.214.171.124. We will fully complete the Yoast SEO plugin for each page developed as part of the purchased Web Design Package with agreed keywords included in page titles, URL’s and Meta Descriptions where appropriate.
126.96.36.199. All images uploaded to the website will be done so using a file name and alt tag that, where appropriate, includes keywords.
1.5.2. Social Media Accounts
188.8.131.52. Using your business or brand name as previously agreed with The Client, we will create a total of 50 separate accounts on social media, and social media like platforms.
184.108.40.206. We will create a unique email account to register these accounts to ensure The Client does not have to confirm registration through repeated emails.
220.127.116.11. Once created we will provide The Client with all login details for the 50 accounts and the login details for the unique email account.
1.5.3. Directory Accounts
18.104.22.168. The Client will provide the name, address, phone number, website address, details of services and email address they would like including on the Directory Accounts for listing which we will manually submit to the agreed number of Directory websites. The Client may wish to add their own logo and branding, business summary, opening hours and any other additional information.
22.214.171.124. We will provide a screenshot showing the listing has been placed, however many Directory websites require verification by phone, email or letter and The Client agrees to adhere to these requirements themselves to ensure the listing becomes live.
126.96.36.199. We will provide to The Client all the login information upon completion of the service for The Client to edit as they see fit.
1.5.4. Automatic Social Media Posting
188.8.131.52. The Client is required to provide us with the URL for their social media pages and accounts we require to set up this function.
184.108.40.206. As part of the website development process we will include the function whereby when new content or pages are created on the website The Client can tick an option which will automatically post the new content on the linked Social Media account.
220.127.116.11. The Client agrees that we are only responsible for setting up this functionality on their website and not maintaining it.
18.104.22.168 The Client agrees that sometimes the function will not work due to restrictions and problems with the social media accounts, and agrees that The Agency are not responsible for fixing any issues which may occur with this function.
1.6.1. Unless otherwise agreed in writing, our quote for the Project Website does not include Our Team adding any of the following to the Project Website; blog posts, blog categories, blog tags or anything else within the websites blog, shop categories, shop tags, shop products or anything else within the websites shop, and testimonials. We may use dummy text for any of the above, which The Client will be responsible for removing/changing.
1.6.2. Our Client agrees that We will not include anything within the Project Website that could damage the reputation of our company.
1.6.3. The Client agrees that they will not add anything within the Project Website, or any other website, that could damage the reputation of our company
1.7.1. It is important that we are properly credited for our work, therefore The Client agrees;
22.214.171.124. We can, at our own discretion, add an additional page on the Project Website. This page will be used as a credit, to say that we have created the Project Website. The Client agrees that we can add up to 1000 of our own words and 6 images on this page.
126.96.36.199. We can, at our own discretion, add a credit to the bottom of every page on the website. For example, it could say: “Web Design by” followed by our company name and/or website address. This will link to the additional page mentioned above.
188.8.131.52. The Client agrees to pay a fee to us of £25,000 + VAT for removing or changing any of our credits, in full or in part.
1.8. PROJECT LENGTH
1.8.1. The Estimate We give for the time a project will take to be completed starts from the next working day after the Design Brief is received back; fully completed, from The Client. The project will likely be delayed if anything is missing from the Design Brief
1.8.2. The amount of time that is given to complete a project is only an estimate. The Client agrees that the project may take considerably longer to complete.
1.9. PROJECT COMPLETION
1.9.1. The Project Website is deemed as complete when any of the below happens;
184.108.40.206. The Client has informed us that they are ready for the website to be moved on to their own domain,
220.127.116.11. The Client has informed us that their are ready for the website to go live,
18.104.22.168. The Client has informed us that the website is finished,
22.214.171.124. 14 days have passed without The Client providing any information or anything else we reasonably request. However, we agree to re-add the Project Website back into our diary and continue working on the Project Website upon receiving a payment of £1000 + VAT.
1.9.2. Once the Project Website is deemed completed, we will no longer be obligated to undertake any further work on the Project Website, unless the £1000 + VAT payment is received as per section 126.96.36.199. of these Terms.
1.9.3. If The Client chooses to host the Project Website away from us/The Agency's server, it will be delivered to the Client in a zip folder via a download link. The download link will only stay active for 24 hours. The site files will be a direct copy of the site the Client approved (on design.cab), it will solely be the Clients responsibility to change any URLs from ‘design.cab’ et al to the Clients own domain URL(s). Additionally, it will be the Clients own responsibility to undertake all aspects of setting up the Project Website on their domain/hosting/server and creating their own email addresses. The fee detailed in Section 1.1.17. of these terms will become due one the Agency emails the download link to the Client.
1.9.4. Support is only available for Project Websites that we host on our own server. If a Clients website is not hosted by us, on Our server, We will not provide any support whatsoever - even if a Clients website is broken or they have not been able to set it up properly.
1.10. PROJECT WEBSITE CHANGES
1.10.1. When Our Team have finished the Project Website, or believe that they have finished the Project Website, the Client is only permitted to request changes to the website via our standard “Change Request Form”. The form allows for up to 8 changes to be requested.
188.8.131.52. The cost for these changes is £900 + VAT on projects costing under £5000 + VAT.
184.108.40.206. Projects costing between £5001 - £9999 + VAT will receive 1 round of changes included within their web design package.
220.127.116.11. Projects costing £10000 + VAT and above will receive 2 rounds of changes included within their web design package.
18.104.22.168. All other rounds of changes will incur a £900 + VAT fee.
1.10.2. We will only undertake changes requested that allow us to work within the scope of the website design project agreed before the point of sale.
1.11. SUPPORT & MAINTENANCE PACKAGES
We strongly suggest that the Client take out a support package with our Agency once the Project Website is complete. The Project Website is a valuable tool and therefore in situations where the Project Website is, for example, not working properly we can fix it for you as soon as is reasonably possible. All additional support and maintenance undertaken will be charged at our standard rate of £550 + VAT per hour.
1.11.1. There is a minimum billing of 4 hours work per support request, even if the support request does not take 4 hours.
1.11.2. A minimum ongoing commitment of 12 months applies to all packages.
1.11.3. Although we will always aim to complete requested work ASAP, the Client agrees it can take up to 7 days to action support requests.
1.11.4. The Client agrees that all support requests will be submitted to Us by email.
1.11.5. The Client agrees that they will clearly explain what work they require to be completed and agree that all follow up email we send, or phone calls we make, to gather further information or clarification will be taken from the hours available within the monthly support package.
1.11.6. Additional hours will be billed at a discounted rate of £225 + VAT per hour.
1.12. FREE GIFT WITH YOUR ORDER.
1.12.1. This section only applies to Clients who have a free gift included within the web design package.
1.12.2. The Client’s choice of gift will be delivered within 7 days of the Project Website being fully finished and on the strict condition that the Client has made all payments within 2 days of Our Agency first requesting payment.
1.13. SEO VIDEO TUTORIAL
1.13.1. A unique video will be created showing, on both the live website and the CMS admin area, work and edits a website owner can make to optimise their website for Google algorithm's.
1.13.2. The video will be a minimum of 45 minutes in length and cover the changes that will provide the greatest chance of resulting in a positive change in Google rankings.
1.13.3. The video will be made available as a private video on YouTube. This will be visible only to YouTube accounts registered to email addresses provided by the Client.
1.13.4. Prior to recording we will conduct an audit of the Client's website to determine which will be the most appropriate steps to improve the SEO performance.
1.13.4. We reserve the right to focus on topics we determine will provide the best results - although the client may request as part of the order process specific topics are covered. These topics however may not always be covered in the video if we determine they will provide negligible value to the Client.
1.13.5. Once the video is made available to the Client we will provide a 30 minute telephone consultation enabling the Client to clarify anything in the video.
Section 2: Payments
2.1 The Client agrees to make all payments to us within 2 working days of being first asked to make the payment. This helps to prevent delays with the project.
2.2. If we have agreed a structured payment term for the project, it is on the strict condition that first payment is received at the outset of the Contract, and the final payment is received when the project is 50% completed.
2.3. The Client agrees that they will solely go by the Agency's judgement of when the project is 50% complete.
2.4. Any and all additional services ordered via the Design Brief/Predesign Questionnaire (PDQ), or Managers Special Offers, will be fully paid for by the Client within 2 days of the Agency first requesting the payment.
2.5. All payments will be made by Bank Transfer to the Agency, unless specifically agreed before the point of sale.
2.6. All outstanding fees become due if the Client cancels, ends or does not continue with the project.
2.7. The Client agrees that payments become due when we first request by the Agency.
2.8. The full payment becomes due after we have waited for a Design Brief for more than 14 days; or any other piece of information that is needed for us to provide the service, for more than 14 days.
2.9. Any and all special offers and discounts received by the Client, including but not limited to Managers Special Offers, Project Website discounts, are provided on the strict condition that the Clients makes all payments within 2 days of being first asked. The discount/offer will be removed, and the Client agrees to pay the full price if a payment is not received within the 2 days.
2.10 If a Client fails to make a payment within 2 working days, We reserve the right to stop working on the project until the payment is paid in full, along with any due collection fees and other fees.
Section 3: Non-Paying Clients – Action We Will Take
Our payment terms are strictly 2 working days. We reserve the right to charge for our time collecting outstanding payments from our Clients. Clients will be billed for our time at our standard rate of £550 + VAT per hour.
3.1. INTEREST AND COMPENSATION
3.1.1. We reserve the right to claim interest, compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 and it is agreed that the term implied by that Act shall apply after any judgement as well as before. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply interest shall be payable on overdue amounts at 8% over the Bank of England Base Rate from time to time.
3.2. COST UNDER CONTRACT
3.2.1. Without prejudice to our right to claim costs under the Late Payment of Commercial Debts (Interest) Act 1998, if for any reason any payment is not made when due we reserve the right to be paid on an indemnity basis any costs we incur in recovering any money due under this contract (and the costs of recovering such costs) including our administrative costs and any costs incurred with lawyers or debt collection agencies. Our administrative costs may include the cost of employing the staff concerned and the overheads attributable to them for the time spent. In calculating our administrative costs credit will be given for any compensation due under the Late Payment of Commercial Debts (Interest) Act 1998.
3.3. FIXED COSTS
3.3.1. If proceedings are issued a minimum contribution of £900 + VAT (in addition to the fixed costs of issue) will be claimed towards any costs incurred with lawyers
Section 4: Our Agreements
By using our services you are entering into a legally binding Contract.
4.1 THE WHOLE AGREEMENT
4.1.1 These conditions make up the whole agreement between you and us in how you use the website. If a Court decides that a condition is not valid, the rest of the conditions will still apply.
4.2. THE LAW
4.4.1. The laws of England and Wales apply to your use of the website and these conditions. We control the website from within the United Kingdom. However, you can get access to the website from other places around the world. Although these places may have different laws from the laws of England and Wales, by using the website you agree that the laws of England and Wales will apply to everything relating to you using the website and you agree to keep to these laws. We have the right to take you to court in the country you live in.
4.3 Limitation of Liability
4.3.1. The liability of Agency for any error made in performance of the obligations under this Agreement will in no event exceed the fees for such services paid to the Agency by the Client as set forth in the Agreement. In no event shall the Agency be liable to the Client or to any end-user for any damages including, without limitation, consequential damages, lost profits or any special damages, whether incurred by the Client or end-user.
4.4.1.These orders fall outside the Distance Selling Regulations (2000) which states that personalised goods or goods made to a consumer’s specification are exempt.
4.4.2. Under “The Consumer Contracts Act 2013” (CCA) the Client may have a right to cancel our contract within 14 days by sending an email to us.
4.4.3. We will only work with Clients who cooperate with our team in building their website/completing the project. If a Client does not reply to our emails/phone calls for 4 consecutive weeks without prior written agreement, or fails to provide something to us for 4 consecutive weeks we reserve the right to stop working on the project. The Client will still be liable to pay the full agreed cost of the project.
4.4.4. The Client has a right to cancel the Contract for whatever reason they see fit, however the Client agrees that they will pay the full project amount to us.
4.5. Non-Cancellation of Orders
4.5.1. Clients recognises and acknowledges that each component and design stage, as described in the Estimate/Proposal, represents an integral part of the project, and that any change or alteration may significantly impair the ability of the Agency to perform its obligations hereunder.
4.5.2. The Client shall not cancel any portion of the project without securing the written permission of the Agency.
4.5.3. In the event that the Client and the Agency desire to amend or modify any portion of the project, such amendment or modification shall be documented, and said documentation shall only become effective upon the written confirmation by an authorised representative of the Agency and the Client.