1.1 In these Terms and Conditions the terms have the following meanings:
a) ‘Tessera Business Solutions’ means the primary designer/site owner & employees or affiliates.
b) ‘Client’ means any person, company, partnership, organisation or body requesting the services of Tessera Business Solutions under the terms of the agreement.
c) ‘Proposal’ means the digital or printed document describing the website or web application that Tessera Business Solutions will be developing for the client, and overrides all previous Proposals or verbal agreements.
d) ‘Order’ is the written request by the Client to Tessera Business Solutions for delivery of services as described in the relevant Proposal.
e) ‘Deliverable’ is the output of services to be supplied under the Order and shall include but is not limited to, websites and web applications, software and written material, graphics, programs, guides and other programming documentation.
2.1 All customers accept these Terms and Conditions at the time of placing an Order with Tessera Business Solutions
2.2 A copy of these Terms and Conditions is available on the Tessera Business Solutions website.
3.1 The acceptance of an Order by Tessera Business Solutions shall be deemed as a contractual agreement between the Client and Tessera Business Solutions.
3.2 Tessera Business Solutions will carry out work only where an Order has been received in writing by email or print.
3.3 Tessera Business Solutions will carry out work only for Clients who are 18 years of age or above.
4.1 Tessera Business Solutions will supply a Proposal as part of the quotation for each project.
4.2 The Client must ensure that the functionality described in the Proposal matches their desired requirements, and that all required functionality is specified. Changes to the Proposal following placement of an Order may incur additional costs, and may necessitate changes to agreed dates and responsibilities.
4.3 Each Proposal is valid for a period of 30 days. Tessera Business Solutions reserves the right to alter a Proposal or decline to provide a Proposal after expiry of the 30 days.
5.1 Tessera Business Solutions cannot guarantee to start work immediately on an Order but will arrange a date with the Client as to when work can commence.
5.2 The Client agrees to make available to Tessera Business Solutions as soon as is reasonably possible all materials required to complete the Order to the agreed standard and within the agreed deadline. If the Client does not supply these within a reasonable amount of time, Tessera Business Solutions will consider that the Client wishes to cancel the Order.
5.3 If at any point a Client wishes to cancel an Order, they may do so but will be invoiced an amount that Tessera Business Solutions judges to be proportional to the amount of work completed on the Order.
5.4 Any changes to an agreed Proposal will be carried out at the discretion of Tessera Business Solutions. Where no charge is made by Tessera Business Solutions for such changes, Tessera Business Solutions accept no responsibility to ensure such changes are error free and reserve the right to charge an according amount for any correction to these or further changes.
5.5 Tessera Business Solutions will deliver the Client’s website or web application by the date specified in the Proposal, unless the Client delays approval, delays providing content (of any sort), delays answering project queries or specifically requests a delay for any reason.
5.6 Once all Deliverables have been completed and received by the Client the final balance of payment is then due in accordance with our payment terms.
5.7 The Client is expected to test fully any application or programming relating to a website or web application developed by Tessera Business Solutions before being made generally available for use. Where ‘bugs’, errors or other issues are found after the website or web application is live, Tessera Business Solutions will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the Proposal.
6.1 Charges for services to be provided by Tessera Business Solutions are defined in the Proposal.
6.2 The Proposal and Client meetings will outline the interim payment schedule (if applicable) regarding this project.
6.3 Tessera Business Solutions reserves the right to change the rates for ongoing maintenance services with thirty (30) days advance notification to the Client.
6.4 Payment for services is due by cheque, bank transfer or cash, and should be remitted to Tessera Business Solutions, 1 Windmill Lane, Anna Valley, Andover, Hampshire, SP11 7LH
7.1 Invoices will be provided by Tessera Business Solutions for payments in advance or interim payments if applicable and upon completion of Deliverables.
7.2 Once a deposit is paid and work completed the Client is obliged to pay the balance of payment in full, no later than thirty (30) days from the date of the invoice unless by prior arrangement with Tessera Business Solutions.
7.3 The website or web application, graphics and any programming code remain the property of Tessera Business Solutions until all outstanding accounts are paid in full.
7.4 If accounts are not settled, access to the related website or web application may be denied and web pages or components may be removed. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account.
7.5 Whilst any payment due under the agreement remains outstanding, Tessera Business Solutions shall be entitled at its sole and absolute discretion to withhold provision of any goods or services it would otherwise be obliged to provide under the agreement.
7.6 Once full payment is received for a website, it is assumed that the project has been completed to the Client’s satisfaction and no refunds can be offered.
7.7 Any payment returned by the bank will incur a £25 administration charge. This will be invoiced and will be added to the total outstanding debt owed by the Client.
8.1 Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. Telephone requests for termination of services will not be honoured until and unless confirmed in writing or by E-mail.
8.2 The Client will be invoiced for design work completed to the date of first notice of cancellation, for payment in full within thirty (30) days.
9.1 Tessera Business Solutions will ensure that all websites and web applications delivered will function correctly on the environment they are initially installed in and that they will function correctly when viewed with the web browsing software Microsoft Internet Explorer Version 8 and Mozilla Firefox Version 3.
9.2 Tessera Business Solutions will make every effort to design web pages which display acceptably in the most popular current browsers, but cannot accept responsibility for pages which do not display acceptably in new versions of browsers released after acceptance of the work by the Client.
10.1 If specified in the Proposal, Tessera Business Solutions will submit a Client's website to several of the major search engines. Tessera Business Solutions will make every reasonable effort to promote the website effectively but cannot guarantee high placing in search engine results.
10.2 Tessera Business Solutions accepts no responsibility or liability if any search engine, online directory or search site chooses not to list a Client's website.
11.1 Tessera Business Solutions does not undertake to maintain or update a Client's website or web application as part of the delivery of a Proposal.
11.2 If a Client wishes Tessera Business Solutions to maintain or update a website or web application, Tessera Business Solutions will negotiate with the Client a separate maintenance contract.
12.1 Whilst Tessera Business Solutions recommends and arranges hosting companies to host websites, no guarantees can be made as to the availability or interruption of these services. Tessera Business Solutions cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.
13.1 Unless otherwise specified in the Proposal or agreed verbally with the Client, all text will be provided by the Client in electronic format, and all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg or. tiff format.
13.2 Additional expenses may be incurred and will be invoiced accordingly for corrective work, conversion of media or outside facility charges. Although every reasonable attempt shall be made by Tessera Business Solutions to return to the Client any images or printed material provided for use in delivering the website or application, such return cannot be guaranteed.
14.1 A link to Tessera Business Solutions will appear in either small type or by a small graphic at the bottom of the primary ‘home’ page of the Client’s Web site.
15.1 Tessera Business Solutions services may be used for lawful purposes only.
15.2 Tessera Business Solutions reserves the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial. This includes, but is not limited by, sites containing adult oriented material such as pornography, sites which promote hatred towards persons belonging to any ethnic group, religion or sexual orientation and sites which infringe copyright or are contrary to UK laws.
16.1 Tessera Business Solutions hereby excludes itself, its Employees and or Agents from:-
a) All and any liability for loss or damage caused by any inaccuracy; omission; delay or error, whether the result of negligence or other cause in the production of a website or web application
b) All and any liability for loss or damage to Clients artwork/photos, supplied to Tessera Business Solutions. Immaterial whether the loss or damage results from negligence or otherwise.
c) Any costs incurred, compensation or loss of earnings due to the unavailability or malfunction of a Client’s website or any feature thereof, or the inaccuracy of any information contained on that site.
d) Any costs incurred, compensation or loss of earnings due to any work carried out by Tessera Business Solutions on behalf of the Client or any of the Clients appointed agents.
e) Any costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
16.2 Tessera Business Solutions will not be liable or become involved in any disputes between the Client and any other third parties, and cannot be held responsible for any wrongdoing on the part of the Client.
17.1 The Client will retain the copyright to data, files and graphic logos provided by the Client, and grants Tessera Business Solutions the rights to publish and use such material.
17.2 The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Tessera Business Solutions permission and rights for use of the same and agrees to indemnify and hold harmless Tessera Business Solutions from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions.
17.3 Custom artwork and graphic logos designed by Tessera Business Solutions for use in the Client's website will remain the property of Tessera Business Solutions; at its discretion, Tessera Business Solutions will grant the Client the rights to use such material elsewhere.
17.4 Any scripts or software (unless specifically agreed) written by Tessera Business Solutions remain the copyright of Tessera Business Solutions and may only be commercially reproduced or resold with the permission of Tessera Business Solutions.
18.1 Tessera Business Solutions will not share Client details with any third party organisations without the Client’s express permission.
19.1 These conditions and all other express terms of contract shall be governed and construed in accordance with the laws of England.
20.1 In the event any one or more of the provisions of this Agreement and/or Order Form shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement and/or Order Form shall be unimpaired and the Agreement and/or Order Form shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.
Tessera Business Solutions reserves the right to change or modify any of the terms and conditions contained in these Terms and Conditions.