Terms and Conditions

1. About us and these terms

1.1These terms set out the basis on which Concentric IT Limited, a company registered in England and Wales under company number 05012213 whose registered office is at 179 Walmersley Road, Bury, Lancashire, BL9 5DF, trading as PRO Media 66, supplies services to its clients. In these terms we, us and our mean Concentric IT Limited, and you and your mean the client named in the accepted proposal.

1.2These terms apply to every contract between us to the exclusion of any other terms you seek to impose or incorporate, including any terms printed on or referred to in a purchase order, unless we have agreed otherwise in writing and signed by a director.

1.3A contract comes into existence when you accept a written proposal, quotation or statement of work from us, whether by signature, by email confirmation, or by instructing us to begin work. Where the proposal and these terms conflict, the proposal takes priority.

1.4In these terms, Services means the work described in the accepted proposal, Deliverables means the websites, applications, documents, reports, designs and other materials we produce for you under that proposal, Working Day means any day other than a Saturday, Sunday or public holiday in England, and a working day of our time means 7.5 hours of work.

2. Our services

2.1We provide some or all of the following, as set out in the relevant proposal: website design and development; application development; search engine optimisation, content and consultancy; hosting and domain name registration; and ongoing maintenance and support.

2.2We will carry out the Services with reasonable care and skill and in accordance with good industry practice.

2.3We may use subcontractors or associates to perform part of the Services. Where we do, we remain responsible to you for that work.

2.4Any dates we give for delivery are estimates given in good faith. Time is not of the essence unless we have agreed a specific date in writing and described it as a binding deadline.

3. Your responsibilities

3.1You will provide, promptly and in a usable format, all content, images, logins, credentials, approvals and other materials we reasonably need in order to carry out the Services.

3.2You will give us the access we need to your systems, hosting, domain registrar, content management system and analytics accounts, or arrange for a third party to do so.

3.3You will nominate one person with authority to approve work and answer questions on your behalf, and will respond to requests for feedback or approval within 5 Working Days.

3.4If a delay in receiving materials, access, feedback or approval from you causes us to incur additional time or cost, or causes a project to be rescheduled, we may charge for that additional time at our then current day rate and adjust the timetable accordingly.

3.5Where a project is delayed by more than 30 days for reasons within your control, we may invoice for all work carried out to that point and treat the project as suspended until you are ready to proceed.

4. Fees, invoicing and payment

4.1Unless the proposal says otherwise, we invoice monthly in arrears for time spent. Our current rates are £400 for a working day of 7.5 hours and £60 per hour for shorter periods, charged in units of half an hour. Where we spend a full working day or more on your work, the day rate applies. In no event will we charge more than the day rate for our time on any single day. Rates are reviewed annually and we will give you at least 30 days written notice of any change.

4.2Where the proposal specifies a fixed price, a retainer or staged payments, those arrangements apply in place of clause 4.1 for the work covered.

4.3Invoices are payable within 30 days of the invoice date. Payment is to be made by bank transfer to the account shown on the invoice.

4.4We are not currently registered for VAT, so no VAT is charged on our invoices. If we become registered during the term of a contract, VAT will be added to invoices issued from the date of registration at the applicable rate.

4.5We will recharge at cost any third party expenses incurred on your behalf, such as licences, plugins, themes, stock imagery, fonts, domain registrations and hosting, provided you have approved them in advance. Travel and subsistence will be charged where the proposal provides for it.

4.6If an invoice is not paid by its due date we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend the Services, including hosting and support, on giving you 5 Working Days notice. We are not liable for any loss arising from a suspension made under this clause.

4.7You must raise any query about an invoice within 7 Working Days of receiving it. Amounts not queried within that period are treated as accepted. You may not withhold or set off any amount against sums due to us.

5. Changes to scope

5.1Either of us may request a change to the agreed Services. A change takes effect only when we have both agreed it in writing, including any effect on fees and timescales. Email is sufficient for this purpose.

5.2Work outside the scope of the accepted proposal, including revisions beyond any number stated in it, will be quoted separately or charged at our current day rate.

6. Intellectual property

6.1On receipt of payment in full of all sums due to us under the relevant contract, we assign to you the intellectual property rights in the Deliverables created specifically for you under that contract.

6.2Until payment in full is received, all intellectual property rights in the Deliverables remain ours, and any use you make of them is under a revocable licence granted for the purpose of review and testing only.

6.3Clause 6.1 does not apply to our pre-existing materials, meaning tools, code libraries, frameworks, plugins, templates, processes and know-how that we owned or developed before the contract or independently of it. We retain ownership of those and grant you a non-exclusive, perpetual, royalty free licence to use them as part of the Deliverables.

6.4Third party components, including themes, plugins, fonts, stock imagery and software libraries, remain the property of their owners and are supplied to you subject to their own licence terms. Where a component requires an ongoing subscription, maintaining that subscription is your responsibility unless we have agreed otherwise in writing.

6.5You grant us the right to identify you as a client and to display the Deliverables in our portfolio and marketing material, unless you tell us in writing that you would rather we did not.

6.6You confirm that any material you supply to us does not infringe the rights of any third party, and you will indemnify us against any claim, loss or cost arising from material you have supplied.

7. Hosting and domain names

7.1Where we provide hosting, it is resold from a third party provider and is subject to that provider’s terms and acceptable use policy. We will pass on the substance of those terms on request.

7.2We do not warrant that hosting will be uninterrupted or error free. We will use reasonable efforts to restore service following an outage and to keep you informed.

7.3Hosting and domain registrations are billed annually or monthly in advance as stated in the proposal. Domain names are registered in your name where the registry permits it. Keeping registration and contact details current is your responsibility.

7.4We will take backups at the frequency stated in the proposal. Backups are a reasonable endeavours service and are not a substitute for your own records. You remain responsible for keeping copies of any content and data you cannot afford to lose.

7.5If you ask us to migrate a site away from our hosting, we will co-operate and provide the files and database, subject to all outstanding invoices being settled. We may charge for the time this takes at our current day rate.

8. Search engine optimisation and content

8.1Search engine rankings, visibility in AI generated results, traffic levels and enquiry volumes depend on the behaviour of third parties, including search engines and AI platforms, over which we have no control. We do not guarantee any particular ranking, position, traffic figure or commercial outcome, and any figures we discuss are estimates rather than promises.

8.2Search engines change their systems without notice. We are not liable for a fall in rankings or traffic caused by an algorithm change, a manual action, a change to a third party platform, or work carried out on your site by anyone other than us.

8.3We do not use techniques that breach the published guidelines of the major search engines. If you instruct us to act against our advice, we may decline, and we accept no responsibility for the consequences of work carried out on your instruction against that advice.

8.4Where we recommend changes for you or a third party to implement, we are not responsible for results affected by those changes not being made, or being made incorrectly.

9. Application development

9.1Where we develop an application, acceptance testing will be carried out as set out in the proposal. If you do not notify us of a defect within 10 Working Days of delivery, the Deliverable is treated as accepted.

9.2Approval and continued availability of an application on any third party distribution platform, including app stores, is a matter for that platform. We will use reasonable efforts to meet published requirements but cannot guarantee approval or continued listing.

9.3Unless the proposal says otherwise, an application is delivered for the platforms and versions stated in it. Support for later operating system versions, devices or browsers is chargeable additional work.

10. Maintenance and support

10.1Where you have a maintenance or support agreement with us, its scope, hours and response times are as set out in the proposal. Response time means the time within which we will respond, not the time within which a matter will be resolved.

10.2Unless stated otherwise, maintenance covers updates, security patching, backups and minor content amendments. It does not cover new features, redesigns, recovery from damage caused by third party changes, or problems arising from software or services we did not supply.

10.3Retainer hours are allocated monthly and do not carry over unless the proposal says so. Work beyond the retainer is charged at our current day rate.

11. Warranties and defects

11.1We warrant that the Deliverables will materially conform to the specification in the accepted proposal for a period of 30 days from delivery or launch, whichever is earlier.

11.2During that period we will correct, at no charge, any defect that is our responsibility. This does not extend to changes of requirement, changes made by you or a third party, faults in third party software or services, or issues arising from your hosting environment where we do not provide the hosting.

11.3Except as set out in these terms, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

12. Confidentiality

12.1Each of us will keep confidential any information disclosed by the other that is marked confidential or that would reasonably be understood to be confidential, and will use it only for the purposes of the contract.

12.2This does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully held, or is required to be disclosed by law or by a regulator.

12.3Where a separate non-disclosure agreement is in place between us, that agreement takes priority over this clause to the extent of any conflict.

13. Data protection

13.1Each of us will comply with the UK General Data Protection Regulation and the Data Protection Act 2018 in performing the contract.

13.2Where we process personal data on your behalf in the course of providing the Services, you are the controller and we are the processor. We will process that data only on your documented instructions, keep it secure, impose equivalent obligations on any subprocessor, assist you with data subject requests so far as is reasonable, and delete or return the data at the end of the contract on request.

13.3You confirm that you have a lawful basis for any personal data you ask us to process, and that you have given the notices required of you as controller.

14. Limitation of liability

14.1Nothing in these terms limits or excludes our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

14.2Subject to clause 14.1, we are not liable for loss of profit, loss of business, loss of revenue, loss of anticipated savings, loss of goodwill, loss of or corruption of data, or for any indirect or consequential loss, however arising.

14.3Subject to clause 14.1, our total liability arising out of or in connection with a contract, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the total fees paid by you to us under that contract in the 12 months preceding the event giving rise to the claim.

14.4We are not liable for any failure or delay caused by a third party service, including hosting, domain registries, payment providers, search engines, app stores or software vendors.

14.5You must bring any claim under a contract within 12 months of becoming aware of the circumstances giving rise to it.

15. Term, suspension and termination

15.1A project contract runs until the Services are complete. An ongoing contract, including hosting, maintenance and retainers, runs for the period stated in the proposal and then continues until terminated on 30 days written notice by either of us.

15.2Either of us may terminate a contract immediately on written notice if the other commits a material breach that is not remedied within 14 days of being asked to remedy it, or becomes insolvent, enters administration or ceases to trade.

15.3On termination for any reason you must pay for all work carried out and all expenses and third party commitments incurred up to the date of termination, whether or not invoiced.

15.4Clauses that by their nature are intended to survive termination, including clauses 6, 12, 13 and 14, continue in force.

16. Force majeure

16.1Neither of us is liable for a failure or delay in performing our obligations caused by an event beyond our reasonable control, including failure of utilities or telecommunications, cyber attack, fire, flood, epidemic, industrial action or the act of any government or regulator. If such an event continues for more than 30 days, either of us may terminate the affected contract on written notice.

17. Non-solicitation

17.1During a contract and for 12 months after it ends, you will not directly or indirectly solicit or employ any person we have engaged in providing the Services to you, other than through a general advertisement not targeted at that person.

18. General

18.1Neither of us may assign or transfer a contract without the other’s written consent, which will not be unreasonably withheld.

18.2The accepted proposal together with these terms forms the entire agreement between us and replaces any earlier discussion, proposal or representation. Neither of us relies on any statement not set out in those documents.

18.3A variation is effective only if made in writing and agreed by both of us.

18.4A failure or delay in enforcing a right is not a waiver of it.

18.5If any provision is found to be unenforceable, the rest continues in force and the provision concerned applies with the minimum modification necessary to make it enforceable.

18.6Nothing in these terms creates a partnership, joint venture or employment relationship between us. We provide the Services as an independent contractor.

18.7Notices must be given in writing to the addresses stated in the proposal. Email is acceptable for day to day notices but not for notice of termination or of a claim.

18.8A person who is not a party to a contract has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

19. Governing law and jurisdiction

19.1These terms and any dispute arising out of or in connection with them, including a non-contractual dispute, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.