Terms and Conditions

1. DEFINITIONS

The following terms and conditions document is a legal agreement between Transpire Solutions hereafter “Developer” and “Client” for the purposes of web site design or development. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.

2. ACCEPTANCE OF WORK
Quotations are valid for 1 month from date of issue. Any other services on the order which have not been included in the invoice do not form part of the contract. The Client agrees to check the details of the invoice are correct and should print and keep a copy for their records. Developer reserves the right to withdraw from contract at any time prior to acceptance.

3. TERMINATION OF AGREEMENTS AND REFUNDS POLICY
Both the Client and Developer have the right to terminate any Services Agreement for any reason, including the ending of services that are already underway. No refunds shall be offered, where a Service is deemed to have begun and is, for all intents and purposes, underway. Any monies that have been paid to us which constitute payment in respect of the provision of unused Services shall be refunded. Minimum 24 hours notice of cancellation required. Notification for instance, in person, via email, mobile phone ‘text message’ and/or fax, or any other means will be accepted subject to confirmation in writing. We reserve the right to levy a charge to cover any subsequent administrative expenses.

4. MATERIAL
Developer reserves the right in its sole discretion to refuse to sell design or code to a Client who has a site which it deems is, including but not limited to, unlawful or inappropriate, contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other questionable media at Developers own discretion. Developer reserves the right to refuse to sell design or code to those thought or known as competitors of Developer. Client may not purchase design or code for use in development of their own product to directly compete with Developer's design or code. Developer reserves the right to refuse sale for orders from suspect payment or address details or other reason at Developers own discretion. Developer reserves the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.

5. THIRD PARTY DOMAIN NAMES AND HOSTING
Client agrees to take all legal responsibility for use of third party domain name, hosting and email services and hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client's publication of material and use of the domain name, hosting and email services. Any support or payment due relating to the domain name, hosting and email services are to be made between the Client and the third party service.

6. PROJECTS
All alterations for web sites projects are to be requested in writing either by email or postal mail by the Client. After the specified duration of alterations has been completed, Developer reserves the right to advise the Client as such and send a separate quotation to the Client and to request payment for any further alterations. Developer reserves the right to request payment be received for further alterations before continuing work.

7. WEB BROWSERS
Developer shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the main browsers Google Chrome and Mozilla Firefox latest releases (The version details can be found at www.browsehappy.com). Client agrees that Developer cannot guarantee correct functionality with all browser software across different operating systems.

8. PAYMENT TERMS
All invoices must be paid in full within 7 days of the invoice date and Developer will carry out work only where an invoice has been paid by the Client for the work, unless otherwise agreed at Developers discretion.

9. LIABILITY AND WARRANTY DISCLAIMER
Developer provides their web site and the contents thereof on an "as is" basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. Developer cannot guarantee the functionality or operations of their web site or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.

10. INDEMNIFICATION
Client agrees to use all Developer services and facilities at their own risk and agree to defend, indemnify, save and hold Developer harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney’s fees against Developer or it's associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. Client agrees this indemnification extends to all aspects of the project, including but not limited to web site content and choice of domain name.

11. INTERPRETATION
Developer reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these terms and conditions. Developer shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.

12. CHANGES TO THE TOS
Transpire Solutions reserves the right to revise its policies at any time without notice. Updated and full list of Terms and Condition can be found in our website.

13. NONDISCLOSURE
Developer and any third party associates agrees that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about Developer to another party.

14. PRIVACY POLICY
Developer and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the following purposes 1) to identify the Client in communications with them 2) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.

15. COPYRIGHTS AND TRADEMARKS
The client represents to Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Developer for inclusion in Web pages 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 Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the client. Copyright to the finished assembled work of Web pages produced by Developer is owned by Developer. Upon final payment of this contract, the client is assigned rights to use as a Website the design, graphics, and text contained in the finished assembled Website. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the client, and remain the property of their respective owners. Developer retains the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

16. APPROVAL OF WORK
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Developer in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing Developer as unsatisfactory within the 7 day review period will be deemed to have been approved. Approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed. If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by Developer to remedy any points reported by the Client as unsatisfactory, and Developer considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and Developer can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.

17. SOLE AGREEMENT
The agreement contained in this "Web Page Design and Maintenance Agreement" constitutes the sole agreement between Developer and the client regarding this Website. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in this contract will be honored for one month after both parties sign this contract. Continued services after that time will require a new agreement.

18. STANDARD WEB SITE PACKAGE
Website will have a logical and professional layout. The design will be consistent with existing marketing materials (color, typeface, photos, etc.). Site navigation will be simple and intuitive. Cascading style sheets and included pages will be utilized to facilitate site maintenance and updates. Installation of Web pages on the client's web site host provider’s server/computer. Minor updates and changes to existing Web pages for two months. (Up to 15 changes total, subject to the limits outlined below. Additional changes will be billed.) Web page maintenance to regular Web pages (over a two-month period), including updating links and making minor changes to a sentence or paragraph, changing position on images or text. The two-month maintenance period commences upon the date the client signs this contract. Changes requested by the client beyond those limits will be billed. This rate shall also govern additional work authorized beyond the maximums specified above for such services as marketing consulting, Web page design, editing, modifying, Flash animation, photo, and graphics services. Please send us your final text. Time required to make substantive changes to the client submitted text after the Web pages have been constructed will be additional.

19. DOMAIN
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify Developer, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party. Future renewals will be subject to an additional admin charge payable to the Developer. The fee quoted in the contract includes the cost of domain registration and hosting. The Client agrees to take full responsibility for all usage of the domain name, hosting and email services and to fully abide by the terms and conditions set out by the third party for such services. If the Clients need the control of the domain Developer agrees to pass on FTP details and any other access details relating to their domain. As soon as the Client receives the FTP details, it is Client’s responsibility to change the username and password. Right after Developer has sent the FTP details, the Developer will not be responsible for any changes occurred to the website, it will be sole responsibility of the Client.