Pepperneck Terms & Conditions

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In these conditions, unless the context requires otherwise:

  • "Buyer" means the company, firm, body or person purchasing the Services from Pepperneck.
  • "Contract" means a contract, subject to these conditions, for the provision of the Services between Pepperneck and the Buyer.
  • "Pepperneck" means Pepperneck Limited (company number 4084950) whose registered office is at 4 Nimrod House, Malvern, Worcestershire, WR14 1JJ any subsidiary or agent of Pepperneck through which the Services are sold.
  • "Order" means a purchase order in respect of the Services completed or agreed by the Buyer and submitted to Pepperneck, together with all documents referred to in it.
  • "Quotation" is an agreed piece of work (incorporating these conditions) provided by Pepperneck to the Buyer in respect of the Services. No contract will come into existence until Pepperneck’s written acceptance or order form has been completed and signed on behalf of the Buyer and the order acknowledgement has been signed on behalf of Pepperneck.
  • "Services" means the subject matter of each Contract between the Buyer and Pepperneck, being the work and/or services or any of them to be performed by Pepperneck for the Buyer pursuant to the Order.
  • "Standard Form" means Pepperneck’s standard form of Order.

General

  1. A Quotation shall not be binding on Pepperneck and a Contract will only come into being upon acceptance by Pepperneck of the Order by signing or counter signing the date of the order and returning it to a customer.
  2. The Contract will be subject to these conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Buyer shall have no effect, unless such Order is in the Standard Form. Any variation to the Contract must be confirmed in writing by Pepperneck.
  3. The Contract will be subject to these conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Buyer shall have no effect, unless such Order is in the Standard Form. Any variation to the Contract must be confirmed in writing by Pepperneck.
  4. Quotations submitted by Pepperneck shall remain open for acceptance by the Buyer for a period of 14 (fourteen) days from the date of the Quotation (unless in the Quotation some other period is specified) or when Pepperneck withdraws the Quotation.
  5. These conditions shall, to the extent applicable, apply to goods and products in the same way as they apply to Services.
  6. The minimum length of any ongoing website services purchased will be 12 months.

Prices

  1. The price for the Services shall, subject to clause 2 below be that stated on the relevant Quotation.
  2. Pepperneck shall (if applicable) add to the price of the Services, and the Buyer shall pay, an amount equal to any VAT or other sales tax or duty applicable from time to time to sales or supply of such Services.

Terms of Payment

  1. Subject to clause 2 below the Buyer shall, at the time of submission of an Order to Pepperneck pay to Pepperneck a non-refundable deposit for the Services specified on the Order of 25% of the value shown on the Order ("Deposit"), un less the quotation specifically quotes alternative deposit and or stage payments.
  2. The Buyer shall not be required to pay a Deposit in respect of Optimisation or Web Hosting services.
  3. Pepperneck shall invoice the Buyer for all Services (less any Deposit) immediately on completion of the web Site.
  4. Unless otherwise agreed in writing by Pepperneck and without prejudice to clauses 1 and 4, invoices shall be payable by the Buyer immediately upon completion of the relevant Web Site to which the invoice relates.
  5. The Buyer shall make all payments due to Pepperneck by cheque (supported by an appropriate cheque guarantee card) or by bankers draft or in cash or by telegraphic or electronic transfer direct to the company bank account or by arranged Direct Debit (and in each case in pounds sterling).
  6. If the Buyer fails to pay any amount due to Pepperneck under this Agreement on the relevant due date, default interest at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 shall be added to such amount for the period from the day after the due date until the date of receipt (whether before or after judgment) together with any reasonable and proper amounts incurred by Pepperneck in seeking to recover such late payment from the Buyer (including, without limitation, legal fees).

Website Design

  1. The client unconditionally guarantees that any element of text, graphics or other artwork furnished to Pepperneck for inclusion in the web design 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 and defend Pepperneck and it's subcontractors from any claim or suit arising from the use of such elements furnished by the client.
  2. All creation and source files remain the intellectual property of Pepperneck on completion of a web design project.
  3. Pepperneck shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivatives works, and distribute any item from the clients web pages unless specifically agreed to do otherwise. Further, Pepperneck shall be free to use any ideas, concepts, know how or techniques acquired in the construction of web sites for any purpose whatsoever including but not limited to developing, manufacturing and marketing products and any other items incorporating such information unless specifically agreed otherwise.

Website Optimisation (SEO)

  1. Whilst Pepperneck will try to improve the position of your website in Search Engine results in response to a search request, we do not warrant that this effort is in any way guaranteed.
  2. Pepperneck cannot be held responsible for any changes to the position of you Web Site in the Search Engine results in response to a search.

Website Services

  1. Pepperneck are registered Reseller Partners for domain name registration, website hosting and mailboxes through either Fasthosts or Netnames. The registration of a domain name, hosting of a website or registering of mailboxes on behalf of the client is subject to the terms and conditions of these businesses on their individual websites.
  2. Pepperenck will accept no liability for any financial loss resulting from a domain not being renewed.
  3. Pepperneck shall have no liability arising from any financial loss arising from any registered mailbox not being available.
  4. A minimum charge of one hundred pounds (£100) + VAT will be charged for any domain transfer plus any supplier costs incurred. A domain will only be transferred if this has be paid as well as any other outstanding balance owed to Pepperneck.

Ecommerce Website Services

  1. Pepperneck supply integration with online payment processing systems for E Commerce Services and the client is subject to the terms and conditions of these suppliers on their individual websites.
  2. Pepperenck will accept no liability for any financial loss resulting from the use of any E Commerce website

Deposit

  1. Pepperneck charge a minimum 25% deposit before any work is started. This is a non refundable charge.

Warranty and Limit of Responsibility

  1. Pepperneck acknowledges and agrees that it shall perform the services with reasonable skill & care and in accordance with good industry practice.
  2. The Buyer acknowledges and agrees that Pepperneck shall have no liability to the Buyer in respect of the positioning of the Buyer's Web Site.
  3. The Buyer's remedies in respect of any claim under the foregoing express warranty or any condition or warranty implied by law or any other claim in respect of the Services or Web Site or any workmanship in relation to them (whether or not involving negligence on the part of Pepperneck) shall, in all cases, be limited to re-performance of the Services or refund of the relevant purchase price.
  4. Pepperneck shall not in any circumstances be liable to the Buyer for any indirect or consequential losses or any loss of profits purported to have been suffered by the Buyer.
  5. Pepperneck shall not be liable for any failure in the performance of any of its obligations under the agreement caused by factors outside its control.

Delivery & Completion Dates

  1. Pepperneck undertakes to use its reasonable endeavours to provide completed Services to the Buyer within the timescales agreed in any quotation.
  2. The dates for carrying out the Services and delivery of any resultant Web Site are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.
  3. Pepperneck will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform save where the same is as a result of the negligence of Pepperneck.
  4. No delay (unless material) shall entitle the Buyer to reject any delivery or performance or any other Order from the Buyer or to repudiate the Contract or the Order.

Responsibility for approving the website

  1. The Buyer acknowledges and agrees that Pepperneck shall produce the Web Site based on information provided to it by the Buyer.
  2. Notwithstanding clause 1 above it shall be the responsibility of the Buyer (and not Pepperneck) to review and approve the content of the Web Site (including, without limitation, the spelling of names and addresses and the accuracy of telephone numbers) at the time of the completion of such Web Site by Pepperneck to the Buyer for approval by the Buyer.
  3. Pepperneck shall have no liability to the Buyer for any inaccuracies in the Web Site if and to the extent that the Buyer has failed to review and/or approve (or require amendment (as the case may be)) provided to the Buyer by Pepperneck pursuant to this Agreement.

Copyrights and Trademarks

The following Terms and Conditions of Service apply to all artwork, graphic design, print and services provided by Pepperneck Limited.

  1. All design work is carried out by Pepperneck Limited on the understanding that the client has agreed to abide by Pepperneck Limited's terms and conditions.
  2. Copyright of all graphic design work is retained by Pepperneck Limited including copy, concepts, ideas, proofs and illustrations (unless specifically released in writing) until after all invoices have been settled.
  3. If multiple design concepts are submitted, only one concept is deemed to be given by Pepperneck Limited as fulfilling the contract. All other artwork designs remain the property of Pepperneck Limited, unless agreed in writing.
  4. By supplying text, images and other data to Pepperneck Limited for inclusion in the customer's brochure or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner.
  5. Any artwork, images, or text supplied and/or designed by Pepperneck Limited on behalf of the customer, will remain the property of Pepperneck Limited and/or it's suppliers, excluding Logo design in which full copyright will be passed to the client upon receipt of full payment.
  6. The customer may request in writing from Pepperneck Limited, the necessary permission to use materials (for which Pepperneck Limited holds the copyright) in forms other than for which it was originally supplied, and Pepperneck Limited may, at it's discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used. Pepperneck Limited reserves the right to charge fees for additional usage.
  7. By supplying images, text, or any other data to Pepperneck Limited, the customer grants Pepperneck Limited permission to use this material freely in the pursuit of the design and to utilise the designs in Pepperneck Limited's portfolio unless agreed otherwise.
  8. Should Pepperneck Limited, or the customer supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow Pepperneck Limited to remove and/or replace the file.
  9. The customer agrees to fully indemnify and hold Pepperneck Limited free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permission.

Alterations

The customer agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge.

The customer also agrees that Pepperneck Limited holds no responsibility for any amendments made by any third party, before or after a design is published.

Licensing

Any design, copywriting, drawing, idea or code created for the customer by Pepperneck Limited, or any of it's contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of Pepperneck Limited and any of it's relevant sub-contractors.


Termination

  1. Pepperneck may terminate the Contract immediately in the event that the Buyer is in breach of its obligations under the Contract and/or the Buyer suffers any event of insolvency or is or becomes unable to pay its debts as they fall due.
  2. Pepperneck may at its discretion suspend or terminate the supply of any goods and services if the buyer fails to make any payment when due or otherwise defaults in any of its obligations under the contract or any other agreement with Pepperneck or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or Pepperneck bona fide believes that any of those events may occur and in any case of termination may forfeit any monies paid.
  3. Peppereneck may by written notice terminate the Agreement immediately and without liability for compensation or damages except as mentioned in this agreement if the Buyer fails to make payment as specified above.

Third Party Claims

  1. The Buyer shall indemnify Pepperneck and keep Pepperneck indemnified from and against any and all actions, costs (including, without limitation, the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement by a third party of any patent, registered design, unregistered design, design right, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by Pepperneck with the Buyer's instructions, whether express or implied.

Assignment & Sub-Contracting

  1. None of the rights or obligations of the Buyer under the Contract may be assigned or transferred in whole or in part without the prior written consent of Pepperneck.
  2. The Web Site shall be for the sole use of the Buyer and shall not be capable of assignment to a third party by the Buyer.
  3. Pepperneck shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of, or giving notice to, the Buyer.

Notices

  1. Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter post or facsimile transmission.
  2. Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission, at the time of transmission.

Invalidity

  1. The invalidity, illegality or un-enforceability of any provision of these conditions should not affect the other conditions.

Third Party Rights

  1. A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

Law & Jurisdiction

  1. The Contract shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.

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