Terms of Business
These terms apply to all sales of Bee Spotted products and services.
Please read them carefully before authorising initial payment.
- Definition of Interpretations
In these terms, the following words have the following meanings:
“Agreement” means any agreement for us to supply you with our products or services, incorporating these terms; “Products” means any product we have agreed to supply to you; “Services” means any services we have agreed to supply to you; “We”, “Us”, “Our” means Bee Spotted, supplying products and services to you;
“You, “Your” means the person or organisation purchasing products and/or Services.
- Basis of Agreement
2.1 Entire Agreement
The agreement sets out the entire agreement between the parties relating to its subject matter and unless otherwise agreed in writing by the parties (whose agreement must refer to this clause), shall override any prior correspondence or representations and all other terms and conditions. The parties acknowledge that this agreement has not been entered into wholly or partly in reliance on, nor has either party given any warranty, statement, promise or representation by the other or on their behalf other than as expressly set out in this contract. Nothing in this agreement will exclude liability for any misrepresentation that was made fraudulently.
Agreement: The client’s approval for work to commence shall be deemed an agreement between the client and Bee Spotted. Important: Approval for the work to commence and payment of the initial fee indicates that the client accepts the terms and conditions outlined in this document and their personal agreement.
From time to time, we may change our product or service offerings, prices and/or these terms and in such event, we will give you reasonable notice of such changes, In particular, we will post changes to these terms on our website at www.beespotted.co.uk/terms and these shall be deemed to have been accepted by you and will be effective from the date of initial payment being made.
2.3 Offer & Acceptance
Your order for our Products or Service shall be deemed to be an offer by you to purchase our Products or Services subject to these terms. Your order shall only be deemed to be accepted by us when we issue a written acknowledgement of your order usually via email. If we provide you with a quotation for our Products or Services, it is valid for a period of 14 days only from its date unless we have stated otherwise or have withdrawn it.
The description of our Products or Services is set out in our proposal or initial invoice. Any other descriptions issued by us (including those contained on our website) are provided for the sole purpose of giving you an approximate idea of our Products or Services and do not form part of the agreement. If our Products or Services do not conform to those specified in this contract, you must notify us in writing within 15 days, failing which you will be deemed to have accepted them as being in accordance with the contract and must pay the full agreed price.
2.5 Delivery Dates
Any delivery specified by us is intended to be an estimate only unless we state otherwise in writing. If no date is so specified, delivery will be made within a reasonable time.
Bee Spotted agrees to deliver the requested work in a timely manner and shall conform to the standards as agreed. Bee Spotted charges for work based on time, so any changes once work has commenced, may result in changes in the fees already stated. In particular cases, where a job/service requires work beyond our normal business hours and turnaround time, there may be additional fees involved, over and above our standard costs.
2.6 Reasonable Assistance
You shall provide all reasonable assistance to us as is necessary for our delivery of our Products or Services to you. We shall have no liability to you where any failure or delay in the delivery of our products or services is the result of your act or omission or delay in providing such assistance. All emails are monitored and recorded, and all telephone calls are also logged automatically.
3 Price and Payment
Our price for our Products and Services is set out in our written proposal/quote or initial invoice. Our prices are currently not subject to VAT.
3.2 Payment Terms
Unless otherwise agreed in writing, payment for our website related services are due without deduction within 14 days after the date of our invoice. Payments for all our other products are strictly due for payment on ordering. No design work, printing, websites or SEO work will be started until full payment has been received.
3.2.1 Gift Vouchers
All gift vouchers are dated with a start and expiry date. Vouchers can only be used for work quoted for between these dates and not for work already invoiced for.
The price quoted to the client is for the work specifically agreed and written on the invoice. Should the client decide that extensive changes are required after work has commenced there may be a surcharge.
3.3.1 Validity of Quotation
Unless otherwise agreed any quotation provided will be valid for 14 days from the date of receipt.
Payment is required before work can start. Clients should only pay this fee if they agree to our terms and conditions. Payment of the fee will be taken as agreement of all the terms relevant to that service/product.
3.5 Refund Policy
After work commences payments are not refundable under any circumstances.
3.6 Payment Methods
Unless otherwise agreed, our preferred method of payment receipt is BACS or over the counter services, details of which are on each invoice. Payment by cheque is NOT accepted. Payment is also accepted by credit or debit card via our PayPal electronic invoicing system- (these payments are subject to a small surcharge which will be written on the invoice); in UK Pounds Sterling.
3.7. Overdue Payment (hosting services, domain renewals only)
Bee Spotted’s terms of engagement are strictly 14 days payment from date of invoice. Should a client fail to pay for any services supplied after this period, Bee Spotted reserves the right to terminate the supplied services. Once an account becomes 30 days overdue, Bee Spotted’s standard policy is to suspend all services supplied to that client and also will incur a late payment charge of 10% of the amount outstanding per week until the account is up-to-date.
Bee Spotted shall make best efforts to alert a client to any such overdue payments typically via email, but it remains the client’s responsibility to ensure all accounts are fully paid up within Bee Spotted’s payment terms.
4.1 Consequential Loss
Neither party shall be liable for any of the following losses or damage (Whether or not such losses or damage were foreseen, direct , indirect foreseeable, known or otherwise): (i) economic loss, (ii) loss of profit (Whether actual or anticipated), (iii) loss of revenue, (iv) loss of anticipated savings, (v) loss of business, (vi) loss of opportunity, (vii) loss of goodwill or for any other indirect, special or consequential loss or damage howsoever caused.
5 Termination (websites, hosting, domains and SEO services only)
Either party may terminate the contract by written notice (1st Class Recorded Mail only- email not permitted) with immediate effect if:
(a) the other becomes or is reasonably likely to become insolvent, enters into administration, bankruptcy or compromises any debts with creditors; or
(b) the other materially breaches the contract and fails to remedy such breaches, where it is capable of remedy, or persists in any breach of any of its obligations under the contract after having been required in writing to remedy or desist from such breaches within 30 days; or
(c) with 30 days prior written notice after expiry of any agreed minimum term.
Upon termination of the contract for any reasons whatsoever:
(a) Such termination shall be without prejudice to any rights or remedies of either party against the other which may have accrued up to the date of termination; and
(b) All sums owing pursuant to the contract shall become due.
If you terminate the contract in the absence of any default by us, you shall pay us the cancellation charges specified in the schedules or if none are specified, a reasonable allocation of our fees based on the percentage of work completed by us up to the date of termination.
6. Intellectual Property and Data Protection
Our products and /or Services are provided for your sole benefit. Upon your purchase of our Products and/or Services you agree that you will not copy, reproduce, modify or adapt, translate, disassemble or reverse engineer any of our Products or the materials relating to our service unless we agree in writing otherwise.
6.2 Data Protection
Both parties shall comply with all applicable laws and regulations in relation to the collection, processing and storage of personal data.
7.1 Force Majeure
Neither party shall have any liability to the other if affected party does not fulfil its obligations to the other due to an event outside the affected parties’ reasonable control.
The agreement, its content, the matters to which it relates and information exchanged pursuant to it are confidential between the parties. On expiry or termination of the agreement each of us shall return to the other, the others confidential information upon request. Notwithstanding the foregoing, an obligation of confidentiality will not exist in relation to any information which:
(a) is already in the public domain through no act or omission of the receiving party
(b) is required to be disclosed pursuant to a legal obligation
We will respect our obligation to keep your information confidential. However, you agree that we may undertake certain marketing activities and we may use your business name and logo in our customer list (whether online or offline) and other marketing materials. We will seek permission from you prior to this.
With the exception of notices pursuant to clause 2.2 any notice given under the contract shall be in writing and delivered by registered post to the registered address of the party, or such address as is notified to the other party.
The contract and any dispute arising out of it (whether contractual or non-contractual) shall be governed by English Law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
8.1 Clients Responsibilities with Regard to Copyright
In situations where the client provides images, text, animations, layouts or any other content for work carried out by Bee Spotted they are legally responsible for ensuring that this material does not infringe any copyright. Certain images provided by Bee Spotted may have been purchased under licence from stock image suppliers and may not be permitted for use on all materials. We shall inform you of each license at time of approval of images from you.
Bee Spotted’s responsibility for typographical, pricing, or other errors shall be strictly limited to correcting such errors if they are pointed out to us during timely proofreading. It is the client’s responsibility to proofread all work and to ensure that it is
(a) satisfactory, (b) correct as to size, content, etc, (c) suitable for intended use, and (d) within proper copyright and other restrictions.
8.3 Offensive/Libellous Material
The client will not use any service provided by Bee Spotted to publish any material that may be construed as Defamatory, Offensive or Libellous to any other third party. Bee Spotted shall not be held liable for any material published through its services; we maintain full indemnity from any claims arising from and defamatory, obscene material, or any other breach of rights. The client is fully responsible for the content and we will not undertake to monitor or control client data in respect for any content therein. Furthermore, the client agrees to indemnify Bee Spotted in respect of any claims brought against us arising from the content of their material whether it is for defamatory comments, infringement of rights, or any other offence.
To maintain our portfolio credentials and the integrity of any applicable copyrights, Bee Spotted maintains the right to place a website link on client’s website if built by us. Bee Spotted also maintains the right to reproduce work we have carried out for the client in our portfolio and in any marketing materials.
8.5 Future Support (applicable to websites only)
Bee Spotted is not responsible for future support unless on a “WEBSITE MAINTENANCE” AGREEMENT.
8.6 Compliance with Laws & Regulations
We carry out our work in accordance with the client’s specifications. It is the client’s responsibility to ensure that the content complies with current trading laws and regulations.
We cannot accept responsibility for any failure to comply with laws and regulations related to a specific business or trade. We can research this on the client’s behalf upon request, but in any business where complex compliance issues may exist we recommend that the client takes legal advice from their company lawyer.
Additional Terms applicable where Bee Spotted provides consultancy services.
We cannot guarantee that a particular Bee Spotted employee or associate (“Consultant”) will carry out a consultancy project as unforeseeable events (e.g. Illness) may occur.
Initial consultations up to 3 hours including travel, are included in the price quoted. Further consultations will be charged at our hourly rate. Should a consultation occur and work not progress further a fee may be charged to cover time and expenses.
Our consultant’s charges are based on the time spent on a project, and we define a consultant day as being a maximum of 8 hours during normal working hours (including travelling time). If evening, weekend, public holiday work or overseas travel is involved, higher rates will apply. We will bill you monthly or at pre-agreed billing points. Travel, courier and other expenses will be charged to you at cost. Car travel will be charged at our prevailing rate of 45p per mile.
When we agree to undertake a project for you, we make all necessary arrangements so that the appropriate personnel and resources are available on the agreed date. If you subsequently wish to cancel or postpone the agreed project dates, we will discuss whether substitute work to replace the work that has been cancelled or postponed can be carried out on the days arranged for the original work. If it is not possible, our charges, unless otherwise agreed in writing by us will be as follows:
Within 2 working days of start date 100% of our quoted rate
Within 5 working days of start date 50% of our quoted rate
In the absence of any default by us of this contract giving rise to termination, if you terminate the contract at any point after commencement of the work, you will be liable for 100% of our quoted fee.
Additional Terms applicable where Bee Spotted provides Training Services
B1 Training Courses
We may carry out a training course for you. Fees for these courses may include training materials which will be supplied by Bee Spotted. We define a training day as being a maximum of 8 hours during normal working hours (including travelling time). If evening, weekend, public holiday work or overseas travel is involved, higher rates will apply.
Notwithstanding clause 3 of these terms, you shall pay our invoices within 14 days from the date of our invoice. Travel Time & Expenses: Bee Spotted reserve the right to make an additional charge for travelling time at our current hourly rate. Likewise Bee Spotted reserve the right to charge for travelling expenses based on 45p per mile by car or at a flexible public transport rate. All expenses quoted for are strictly non-negotiable.
We may cancel a training course at our discretion without liability to you by giving you at least 48 hours prior notice. When we provide training we make all necessary arrangements so that the appropriate resources are available on the agreed date. If you subsequently wish to cancel a training course you must give us written notice, by post or email, at least 48 hours before the start date of the course. Your email will only be deemed as received if we send an email back to you confirming receipt. If it is not possible, our charges, unless otherwise agreed in writing by us will be as follows:
Within 2 working days of start date 100% of our quoted rate
Within 5 working days of start date 50% of our quoted rate
If payment is received at the time of booking on receipt of your cancellation, we shall credit your account with a sum calculated on the cancellation rates contained within these terms.
By agreeing to these terms and conditions your statutory rights are not affected.
Bee Spotted reserves the right to change or modify any of these terms or conditions at any time. Should clarification of any of the above be required please contact us.