Breakline Ltd, Registration number 11298365. Registered office: Onward Plaza, 58 The Mall, Newport, Isle of Wight, PO30 1BW.
The individual or company commissioning the service.
The work provided by Breakline Ltd as described in the quotation.
The description, and anticipated pricing where applicable, of the services to be provided to the client. This may take the form of a written document, email or written correspondence, or verbal conversation.
The relevant hourly rate described on the quotation. Time will be rounded to the nearest fifteen minutes, minimum fifteen minutes per task.
Billed at current HMRC approved mileage rates. Distances are calculated from postcode PO37 6EX.
Notice: Unless otherwise stated in the quotation, the following standard terms apply. They are intended to protect both Breakline Ltd and the client and to ensure that the working relationship is open and honest for both parties.
All work is carried out by Breakline Ltd on the understanding that the client has agreed to these terms. The client may indicate their acceptance of the quotation and these terms either by a signed agreement; a confirming email; paying a deposit for work outlined in the quotation.
The client hereby authorises Breakline Ltd to carry out the services and access any information in order to do so, for example, access to an external web hosting account. Unless otherwise stated on the quotation, the client authorises Breakline Ltd to upload files to any publicly accessible web server in order to provide the services; and if applicable to submit a completed website to search engines.
The client will not make any modifications or temper with any settings that may damage the websites or software provided while the website is in the full management of Breakline ltd unless otherwise stated in writing.
Breakline Ltd represents and warrants to the client that it has the experience and ability to perform the services; that it will perform said services in a professional, competent and timely manner; and that its performance under these terms shall not infringe upon or violate the rights of any third party or violate applicable legislation.
The client represents and warrants to Breakline Ltd that it has the power to enter into an agreement with Breakline Ltd; that it is solely responsible for any information added to a website as part of the services; and that its performance under these terms shall not infringe upon or violate the rights of any third party or violate applicable legislation.
03. QUOTATION & PRICING
All prices quoted to the client are quotations and should be viewed in conjunction with the price list. Depending on the project, Breakline Ltd may provide a quotation of the likely costs, or bill for the work at the hourly rate.
04. WEBSITE DESIGN SERVICES
The quotation will itemise what’s included when being provided a website by Breakline Ltd. For complete website builds, this will include:
Website design to include the provision of all code as required.
Unlimited telephone or email consultations with the client.
Up to two planning/scoping meetings at any location within a 10 miles radius of Breakline Ltd’s office. Locations further afield will incur a mileage charge. Any additional meetings will be billed at the hourly rate, plus any necessary mileage charges.
Optimisation to display correctly in all modern web browsers. Some elements of the design may take advantage of technology only supported by newer browsers. Progressive enhancement techniques will be used to ensure the site still displays adequately in older browsers. As a minimum we will support:
Internet Explorer 11
The client can request further browser support for an additional charge.
Developed to be search engine friendly, including the optimisation of URLs, page titles and meta description tags.
The setup of Google Analytics to monitor website traffic, to which the client will be provided access.
The submission of the website to Google via webmaster tools. At no time does Breakline Ltd make any guarantee that the client’s website will achieve a certain rating in search engine results.
Unless otherwise specified in the quotation, the services will be provided using the WordPress and Magento Community Edition content management platforms. We might use pre-made themes for websites and also build bespoke themes unless otherwise agreed.
We may on occasion use third-party plugins to enhance the features of these content management systems. Any necessary licences for which will be included in the quotation. Breakline Ltd does not guarantee the continued compatibility of third-party software with the most up-to-date release of the CMS. If the client makes an update to either the CMS or the plugin that results in incompatibility, any work to fix the issue will be charged at the hourly rate. Where possible Breakline Ltd will recognise any potential updates and advise the client of the best course of action.
06. DOMAIN NAMES
If stated in the quotation, Breakline Ltd will register one or more domain names on behalf of the client. Breakline Ltd will suggest appropriate domain names and check their availability. A domain name’s availability during the initial stages of the project does not guarantee it will still be available at the time of registration.
The chosen domain name may be registered using the client’s contact details, in which case it will be owned by the client. Breakline Ltd will manage the domain name registration and renewal on behalf of the client. At no time will Breakline Ltd hold any rights over the domain name.
Alternatively, the client may request that Breakline Ltd manages the transfer of an existing domain name owned by the client. This will be billed at the hourly rate.
07. Pay Per Click SERVICES
If stated in the quotation, Breakline Ltd will provide Pay Per Click services to the client which can include but is not limited to: Facebook Ads, Twitter Ads, Google AdWords, LinkedIn Ads. The client will be covered by and adhere to Google, Twitter, Facebook, or LinkedIn’s terms and conditions. At no time does Breakline Ltd make any guarantee related to the performance of the client’s Pay Per Click campaign in any way. The client agrees to provide to the Breakline Ltd:
Assistance in determining appropriate keywords and keyword phrases which should be targeted using the Services.
Direct access to analytical data concerning the Website, such as data concerning referral sources, visitor activity, website usage, conversion rates, and similar data.
08. DIGITAL MARKETING SERVICES
If stated in the quotation, Breakline Ltd will provide Digital Marketing services to the client which can include but is not limited to:
Modification of the client’s website (including adding, deleting and/or altering text, images, pages, meta-tags, titles, mark-ups, style sheets, scripts, applications, internal and external links and website structure).
The creation and publication of material and applications relating to the website on other websites.
Drafting and issuing electronic press releases using Campaign Monitor.
The implementation, management and operation of Email Marketing programmes using Campaign Monitor.
The client will be covered by and adhere to Campaign Monitor’s terms and conditions. At no time does Breakline Ltd make any guarantee related to the performance of the client’s digital marketing campaign in any way. The client agrees to provide to the Breakline Ltd:
The ability to access and make changes to the website.
Assistance in determining appropriate keywords and keyword phrases which should be targeted using the Services.
Direct access to analytical data concerning the website, such as data concerning referral sources, visitor activity, website usage, conversion rates, and similar data.
09. COPYWRITING SERVICES
If stated in the quotation Breakline Ltd will provide copywriting services. Breakline Ltd shall not be liable for any loss or damage suffered by the client or by any third party arising from the use or reproduction of any words or phrases created by Breakline Ltd.
The client agrees to indemnify Breakline Ltd in respect of any claims, damages or costs arising from the reproduction of any written content supplied to the client by Breakline Ltd. It is the client who is responsible for ensuring that all necessary rights, permissions or consents required for the reproduction or use of written content produced by Breakline Ltd, are obtained.
It is also agreed that Breakline Ltd has no responsibility to ensure that these necessary permissions have been obtained by the client in relation to the use of names, people, trademarks, or any other copyrighted materials. When written content is produced or issued by Breakline Ltd with the authority of the client, that client agrees to indemnify Breakline Ltd against any loss or damage where rights, releases, consents or permissions have not been granted or obtained.
Although Breakline Ltd will make every effort to avoid errors, omissions, misrepresentations, inaccurate implications and other inaccuracies in the content of publications that we manage, the final responsibility for published material remains with the client.
10. MATERIALS PROVIDED BY THE CLIENT
If specified in the quotation, Breakline Ltd will write any text to be displayed on the website or Pay Per Click Ads which the client is required to approve. The client must provide sufficient information, for example in the form of detailed verbal information, written notes, brochures, leaflets or information from other relevant websites.
If the client wishes to write any text, Breakline Ltd reserves the right to proofread and edit it for the purpose of making it suitable for web use and attractive to search engines. The client can request amendments to any changes made to the text by Breakline Ltd when approving the draft website or Pay Per Click Ads.
Breakline Ltd will only use images provided by the client if they are of sufficient quality. Photographs must be provided electronically. Breakline Ltd reserves the right to graphically enhance images and save them into a format suitable for online use. Breakline Ltd will not be held liable for any copyright or licensing infringements of any images used on the website provided by the client.
12. SOFTWARE & WEB DEVELOPMENT SERVICES
The quotation will list the services that Breakline Ltd will provide. In all cases, this will include:
Design, development and full testing of the software described in the quotation, to include the development of all necessary program code, scripts, images, and other files as required.
Unlimited telephone or email consultations with the client, or meetings at Breakline Ltd’s location. Meetings at any other location will be charged at the hourly rate plus mileage.
Any website elements will be optimised to display correctly in Internet Explorer 8 and all modern web browsers. The client may request optimisation for Internet Explorer versions 6 and 7 and mobile Internet devices at extra cost.
The software will be fully tested on the target environment. The software, including all source code, will be provided in a format most suitable to the project, as described in the quotation.
13. WEB HOSTING
The standard web hosting service provided by Breakline Ltd is as follows:
Setup and configuration of hosting for the website.
Installation of the website on the web host.
The configuration of name servers to link the domain name with the website hosted by the web host (where Breakline Ltd has registered the domain).
Breakline Ltd withholds the right to cancel any hosting service should we deem the client is abusing the server in any way or transmitting, storing or presenting information, data or material that violates any UK law. Web hosting starts at £120.00 per 12 months, payable up-front unless otherwise stated.
14. EMAIL ACCOUNTS
Breakline Ltd is a reseller of Google’s G-Suite service which includes your business email address. Google G-Suite is a pay monthly service and you will be charged per user, per month.
Your Google’s G-Suite account will be covered by Google’s terms and conditions and Breakline Ltd’s involvement in this service is limited to the initial setup on the client’s behalf. Any ongoing support will be provided by Google’s Help pages and support forums. The G-Suite account set up by Breakline Ltd will be separate from any existing Google accounts that the client may have.
15. PROJECTS NOT HOSTED BY BREAKLINE LTD
Wherever possible, Breakline Ltd will host work on our servers free of charge during the development phase. If the client wishes development work or a completed website to be hosted on their own servers then this might incur additional work for Breakline Ltd, for example, if there are issues with the server setup. This is charged at the hourly rate.
If the client wishes to arrange their own web hosting for a completed website then the time taken to install the website on the client’s web host will be charged at the hourly rate. Partial or full payment must always be made before Breakline Ltd will hand over files to be hosted on the client’s server or web host. Breakline Ltd will negotiate the payment arrangements with the client.
16. STAGING ENVIRONMENT
During the development phase, the site will be uploaded to a staging environment on our servers free of charge for testing and client approval. Once supplied with the staging URL the client will have unless previously agreed otherwise up to 2 weeks to report any bugs. Any requests to change the layout, design or copy at this stage that hasn’t been discussed or wasn’t on the initial quotation will be deemed out of scope and any additional work will be charged at the hourly rate.
If the client wishes to arrange their own hosting for a completed website then the time taken to install the website or any necessary software on the client’s web host will be charged at the hourly rate. Any outstanding balance of the project must be received before Breakline Ltd will hand over files to be hosted on the client’s own server or web host.
17. ADDITIONAL SERVICES
The client agrees to pay the additional fees for any work not described in the quotation that the client requests and approves in advance in writing during the course of the project. This will be charged at the hourly rate.
18. ADDITIONAL EXPENSES
The client agrees to reimburse Breakline Ltd for any additional expenses necessary and approved by the client in advance in writing for the completion of the services. An example of this might be work required due to unforeseen difficulties or fees incurred in obtaining access to the client’s domain name, or additional meetings and travel time that were not previously quoted for. Additional expenses will be charged at the hourly rate plus expenses.
19. COMPLETION DATE
Breakline Ltd will schedule the work and provide a predicted completion date once the client has accepted the quotation and paid an initial deposit. Any completion date should be viewed as a quotation. Breakline Ltd cannot be held responsible for any delays that are beyond Breakline Ltd’s reasonable control or caused by the client’s delay in responding to requests by Breakline Ltd.
The client must pay for the work in full following receipt of an invoice from Breakline Ltd. All services shall be provided for the price specified in the quotation, price list and these terms. Web hosting costs begin when a draft of the website is put online for the client to view. The client can choose to pay for any ongoing services either monthly or annually in advance.
If paying monthly, the services will be renewed and invoiced automatically on the payment date each month. If paying annually, the services will be renewed and invoiced automatically every 12 months.
Unless otherwise stated in the quotation a 50% deposit is required with your purchase order. The final 50% payment is required on the website launch date or no later than 14 days after the completion of the coded beta version as listed below:
Payment 1 – 50% deposit (non refundable) is required with your purchase order.
Payment 2 – 50% is due on the website launch date or no later than 14 days after the completion of the coded beta version.
Payment shall be made by direct bank transfer.
Some clients might agree on a different deposit scheme.
In case debt collection or legal action prove necessary, the client agrees to pay all reasonable fees incurred. Should the Company debt remain a Company liability then the debt is to be considered joint and several liability. Breakline Ltd reserves the right to withhold the client’s website from going live or remove the client’s website or other services from viewing on the Internet if payment is not made in full within 28 days of the date of initial deposit payment. Breakline Ltd will give the client seven days’ notice before removing the website from the Internet. This does not relieve the client of their obligation to pay the due amount. Breakline Ltd accepts no liability for any losses that the client incurs if the website is removed from the Internet due to non-payment.
21. WEBSITE SOFTWARE UPDATES
Any work provided under the services will be developed to be compatible with the latest standards and software that are in place at the time of the initial project. Due to the changing nature of the website industry, Breakline Ltd does not guarantee that the work will be compatible with future standards, web browsers or upgrades to the software it runs on. The client is advised to update the software used to power the website at least annually.
If the client chooses to purchase ongoing software updates from Breakline Ltd then this will cover standard updates to WordPress and any other software used to provide the services, including the theme and plugins. If, at any point, it becomes apparent that significant redevelopment is required in order to bring the software up to date – for example, due to any significant incompatibilities between the website and the new versions of the software – with then this would be treated as extra work in addition to the ongoing software update fee. In this case, Breakline Ltd will contact the client and recommend the best course of action.
22. SUPPORT – 30 DAYS’ CODEBASE SUPPORT
All work comes with 30 days’ codebase support period. This will commence on the date on which the work provided under the services is launched or the completed work is handed over to the client. This is intended to provide an opportunity to fix any issues that may arise in the codebase (e.g. bug fixes). Any additional training, support, changes or updates during the initial 30 day period and all issues raised afterwards will be billed at the hourly rate unless a support plan is chosen. This includes fixing any bugs or other problems that the client identifies after the 30 day period has expired, even if these were present when the work was originally handed over.
23. MONTHLY RETAINERS
If required and approved in advance by the client in writing, Breakline Ltd will book in a set number of hours per month to work exclusively for the client. The client will be informed which hours have been booked if required, and will receive a discounted hourly rate, as quoted in the quotation. The hours covered by the retainer will be billed at the end of each month at the relevant discounted hourly rate. If the client requests more work in any month than is covered by the retainer then these will be billed at the full hourly rate.
24. ONE-OFF CHANGES
The client can contact Breakline Ltd at any time to commission one-off updates, upgrades or other changes to the work provided under the services. These will be charged at the hourly rate. Breakline Ltd will charge the hourly rate for repairing a website or software where the fault was caused by improper use or neglect by the client or any other party. If unforeseen issues occur with the client’s website then Breakline Ltd will charge the hourly rate to restore it to a previous backup. Breakline Ltd agrees to provide the client with an estimate of hours and fees necessary for any and all such repair or restoration services, which shall be approved by the client in writing before Breakline Ltd may commence with such work.
25. COSTS OF ONGOING SERVICES
Breakline Ltd will not increase the cost of any ongoing services during the following period:
During the first 12 months from the date of the quotation if the services were paid for as a one-off payment.
During any minimum contract period if the services were paid for in regular monthly instalments. After this period has elapsed, Breakline Ltd may amend the cost at any time. Any changes will be notified to the client in writing giving at least 28 days’ notice.
26. Assignment of project
Breakline Ltd reserves the right to assign subcontractors to the project as required. Where subcontractors are used, Breakline Ltd reserves the right to share any information that is necessary for the work to be carried out. Breakline Ltd will remain fully responsible for the final results of the project.
27. COPYRIGHTS & TRADEMARKS
The client declares that it holds the appropriate copyright and/or trademark permissions for any information that it asks Breakline Ltd to include on a website under the services, including text and images. The client agrees to fully indemnify and hold Breakline Ltd free from harm in any and all claims resulting from the client not having obtained the required copyright and/or other necessary permissions. The client is assigned rights to use as a website the design, graphics and text contained in the finished assembled work. If Breakline Ltd has provided a logo or colour scheme for the client then the client is also assigned rights to use these throughout their business. Copyright for these elements will be transferred to the client once they have been paid for in full.
Breakline Ltd will provide image files of any parts of the website design to the client on request. This will be charged at the hourly rate. Rights to photos, graphics, source code and computer programs are specifically not transferred to the client and remain the property of their respective owners.
28. AUTHORSHIP CREDIT
Unless specified otherwise in the quotation, the client must include a link at the bottom of each page of their website, establishing authorship credit to Breakline Ltd. This will be inserted by Breakline Ltd. Breakline Ltd may remove the link at any time. The client may only remove it with prior permission from Breakline Ltd. Breakline Ltd and its subcontractors retain the right to link to the client’s website, display graphics and other web design elements as examples of their work in their respective portfolios, as well as to mention the client in publicity to promote Breakline Ltd unless stated otherwise in the quotation.
29. CANCELLATION OF NEW SERVICES
Prior to the client’s final approval of the draft services, each party reserves the right to terminate their agreement at any time. Breakline Ltd shall have the right to bill pro rata for work completed up to and including the date of that request, plus any expenses incurred, while reserving all rights under these terms and to the work.
If the client does not provide the information or approvals required for the services within a period of 60 days from the date it was requested by Breakline Ltd or does not respond to contact within 60 days, then Breakline Ltd will deem this to be a cancellation of the agreement.
30. CANCELLATION OF ONGOING SERVICES
Any ongoing services provided to the client by Breakline Ltd can be cancelled by the client at any time. The client must give Breakline Ltd at least 14 days’ notice either in writing or by email. The client shall not be entitled to a refund for any part of a month or year for services yet to be provided which have been paid in advance.
Please note: The payment of website design services in monthly instalments is not considered an ongoing service and cannot be cancelled at any time within the monthly payment period.
If the client is cancelling the website hosting and domain name registration service (e.g. the client wishes to move the website to a different web host) then Breakline Ltd will release and hand over all website files. This will be billed at the hourly rate. If Breakline Ltd wishes to cancel any ongoing service provided to the client then they may do so at any time but must give the client at least 14 days’ notice in writing or by email.
31. COOKIES AND PRIVACY
Breakline Ltd will support the client in ensuring the website complies with the Privacy and Electronic Communications Regulations (updated 26 May 2011).
Breakline Ltd will inform the client of their responsibilities, including offering their services in carrying out an audit of any cookies used on the site and providing information about the technical options available to achieve compliance. Ultimate responsibility for compliance lies with the client.
32. LIMITED LIABILITY
The client hereby agrees that any material submitted for publication on a website will not contain anything leading to an abusive or unethical use of the web hosting service or host server. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or use, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel. The client hereby agrees to indemnify and hold harmless Breakline Ltd from any claim resulting from the client’s publication of material or use of those materials.
For as long as Breakline Ltd is responsible for hosting and administration of the services, Breakline Ltd shall take all reasonable measures to protect the client’s website or software including responsibility for regularly overseeing its security against illegal or unauthorised use. The client acknowledges that Breakline Ltd cannot guarantee the security of the services. If at any time, the client is aware of any infiltration or suspects that such infiltration may be taking place, it shall notify Breakline Ltd immediately.
Breakline Ltd total liability arising in connection with work provided under the quotation and these terms shall be limited to the total cost of services ordered by the client from Breakline Ltd during that financial year. Breakline Ltd shall not be liable for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation (howsoever caused) which arise out of or in connection with the services.
The client shall defend, indemnify and hold harmless Breakline Ltd and its employees, agents and subcontractors from all liabilities, claims and expenses, including all reasonable legal fees that may arise or result from:
Any service provided or performed or agreed to be performed or any product sold by the client, its agents, employees or assigns.
Any injury to person or property caused by any products or services sold or otherwise distributed in connection with Breakline Ltd.
Any material supplied by the client that infringes on the proprietary rights of a third party.
The client’s use of electronic commerce.
Any defective product which the client has provided via the services.
Breakline Ltd, its employees and subcontractors agree that, except as directed by the client, it will not at any time disclose any confidential information to any person.
35. ENTIRE UNDERSTANDING
These terms and the corresponding quotation from the sole agreement between the client and Breakline Ltd regarding Breakline Ltd’s web design and ongoing services. These terms shall be governed and construed in accordance with English law. The parties agree that if any part, term or provision of these terms shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected.