Terms and Conditions

These are the terms and conditions that bind signatories to any MicroAngelo contract

  1. Authorisation: The Client is engaging MicroAngelo Ltd. (hereinafter referred to as “MicroAngelo”), as an independent contractor for the specific purpose of designing and/or coding online Works (hereinafter referred to as “the Project”) to be published on a Hosting Service.
  2. Browser Compatibility: Whilst MicroAngelo strives to program to Web Standards, and designs and codes with the intention that the Works should look and function similarly in various internet browsers, no guarantee or warranty is or can be given that they will appear and/or function identically in all browsers. Clients requiring specific levels of functional operation and visual similarity in specific browsers and/or browser versions should have this defined in their specification.
  3. Accessibility: MicroAngelo designs and codes to the spirit of the Disability Discrimination Act Part III – Code of Practice, but offers no guarantee or warranty. Responsibility to conform to the act remains with the Client.
  4. Assignment of Project tasks: MicroAngelo reserves the right, and the Client hereby agrees, to assign subcontractors to parts of this Project (for example, online credit card processing). However, Quality Control will be fulfilled by MicroAngelo for any such tasks, and the Client should contact MicroAngelo regarding any part of this Project, and not contact any subcontractor directly.
  5. Copyrights and Trademarks: The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other element furnished to MicroAngelo for inclusion in the Project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend MicroAngelo and its subcontractors from any liability (including legal fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
  6. Modifications & Additions to the Project Specification: Any modification(s) or addition(s) to the Specification shall render the previous costing estimates and completion dates void; MicroAngelo reserves the right to refuse the modification or addition to the Project Specification. If MicroAngelo accepts the modification(s) or addition(s), new costing estimates and completion dates shall be agreed upon by both parties.
  7. Errors & Omissions: Any errors or omissions found to be the fault of MicroAngelo shall be corrected at no cost to the Client up to 14 days after the Project completion date. Errors or omissions found after this date shall be completed at the discretion of MicroAngelo, and may incur a charge at MicroAngelo’s standard hourly rate, as will errors or omissions found not to be the fault of MicroAngelo.
  8. Submission of Materials: Excluding Works agreed to be created by MicroAngelo in the Specification, the Client agrees to supply MicroAngelo with all required material, such as (but not limited to) logos, fonts, colours, graphics, images and text, by the agreed submission date. Failure to supply MicroAngelo with the required material will invalidate the Project completion date and costings. Upon late submission, MicroAngelo shall calculate a new completion date and costing, based on the length of the delay caused by late submission of required material.
  9. Completion Date: MicroAngelo shall endeavour to complete the Project by the agreed completion date, excluding changes or additions to the Specification, and Client failure to supply MicroAngelo with all required material. MicroAngelo shall inform the Client of any foreseeable delay in our Status Reports, and strive to complete the Project to deadline if possible, or draw up a new completion date if unavoidable.
  10. Hosting Services: MicroAngelo shall, through a third party, provide Hosting Services to the Client, except in the case that the Client specifies their own Hosting Service. In the case that the Client designates the Hosting Service, the Client hereby authorizes MicroAngelo to access their account, and authorizes the Hosting Service to provide MicroAngelo and its employees with “full access” to the Client’s hosting account, and any other programs needed for the Web Design Project that are included as part of the Client’s service agreement. Any additional time spent configuring the Client’s designated Hosting Service server shall incur charges at MicroAngelo’s standard hourly rate. The Hosting Service takes full responsibility for the availability of the Works hosted with them.
  11. E-Commerce Laws: The Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Project, and will hold harmless, protect, and defend MicroAngelo and its subcontractors from any claim, suit, tax, fine, penalty or tariff arising from the Client’s exercise of Internet electronic commerce ("e-commerce") and/or any failure to comply with any such laws, taxes and tariffs.
  12. Copyright: MicroAngelo retains the copyright and all Intellectual Property Rights to Project Works up until final payment has been received. The Client shall receive Intellectual Property Rights to the Works, including all graphics, images, text, sounds and videos, exclusively in electronic format, at a resolution of 72dpi or below, once the contract has been signed as “Accepted and Completed Satisfactorily” and final payment under this agreement plus any additional charges incurred has been paid. Clients may purchase 300dpi print quality versions of any images used in the website, if available, subject to agreement by MicroAngelo. Rights to source code, scripts, and computer programs are specifically not transferred to the Client, and remain either the property of their respective owners or MicroAngelo. MicroAngelo and its subcontractors retain the right to display small numbers of graphics and other elements as examples of their work in their portfolios, both online and in print.
  13. Payments: Payments are required within 7 days of receipt of each invoice, issued in advance of work. Failure to make payment can result in all work in progress being halted, which will void the agreed completion date and costing. All payments must be made in Pounds Sterling.
  14. Late Payment 1: Any websites previously launched may be removed if payment is not forthcoming. When this occurs an additional minimum charge of £50 will be required to have the site restored.
  15. Late Payment 2: Final payments that have not been settled within 30 days will incur a late payment charge of 10% of the amount outstanding. You will also be charged statutory interest of 2% (two per cent) per month, compound.
    Apology:
    These terms have been drawn up under legal advice principally to protect MicroAngelo Ltd. from bad debts and the compensation culture - we are generally agreeable, understanding and flexible and will be unlikely to strictly enforce these terms and conditions with clients that are also honest, agreeable, understanding and flexible.
  16. Legal Notice: Notwithstanding anything to the contrary contained in this contract, neither MicroAngelo nor any of its employees or agents, warrant that the functions contained in the Works will be uninterrupted or error-free. The entire risk as to the quality and performance of the Works is with the Client. In no event will MicroAngelo be liable to the Client or any third party for any damages.
  17. Force Majeure: This clause releases MicroAngelo from all liability to the Client, if performance of contract is delayed or prevented by any cause beyond our control, such as Acts of God, war, or interruptions to communications (such as broadband or computer failure).
  18. Severability: In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement 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.
  19. Governing Law: These terms and conditions shall be governed and construed in accordance with the laws of England and Wales whose courts shall have exclusive jurisdiction, save where it is necessary, for enforcement reasons, for MicroAngelo to bring proceedings in an alternative jurisdiction.