terms + conditions.

Last Updated - 13th December 2023

Thank you for considering using our agency's services.
Please read these terms and conditions carefully, as they govern your relationship with our agency.

SERVICES
“Services” are those supplied as detailed on the Quote / Proposal / Purchase Order.
Our services are provided to the best of our ability and based on the Designer’s or Developer’s personal experience and any data, materials, information, facts, and issues you provide. Any opinion, statement, recommendation, or anything whatsoever shall not form a guarantee. Our agency offers unlimited design and development services, as well as one-off projects. For unlimited services, you will pay a fixed monthly fee. One-off projects will be charged a fee based on the scope of work needed to complete the project. You confirm that you are aware that any results, whether increased exposure, marketing, sales, or other basis cannot be guaranteed from our services. You enter into this agreement with the understanding that you are responsible for your own results. You hold us free of all liability and responsibility and particularly for any actions or results or adverse situations created as a direct result of specific referral or advice given by us.

SUPPORT
Any support is detailed in the Quote / Purchase Order.

DEFINITIONS
“Unlimited services” means any services we provide on an ongoing basis, such as design, development, or maintenance, as particularly detailed in the Quote / Purchase Order.
“Nominated Persons” on the Quote / Purchase Order, if applicable, means the person(s) within your organisation who we will be dealing with. We will not deal with anyone else unless you have our written agreement. It is your responsibility to ensure that all contact details are accurate and up to date.
“Consumer” means anyone purchasing not in the course of a business. We do not intend to affect statutory rights.
“Maintenance services” means anything that we do to support or maintain your website and the presence of the internet as specified on your Quote / Purchase Order.
“Working days” means any Monday to Friday from 9 am to 5 pm excluding all public and bank holidays in England and Wales.

ABIDE BY TERMS
By making use of our organisation and its services you will be deemed to be aged 18 or over and to have read, understood, and agreed to be bound by the Quote / Purchase Order and terms and conditions. Where you are entering into an agreement on behalf of an organisation you confirm that you have the legal right to do so.

SUPPLY OF SERVICES
Whilst we will use our reasonable endeavours to supply the services, we shall not be responsible for any failure to provide services or any unavailability. We cannot guarantee that access to your website or any other services will be available, uninterrupted, secure or error-free. We are not responsible for any events, such as crashes, which may result in data loss.
We make no warranty against electronic viruses or any other fault or defect or problems which may occur or as a result thereof, including data, documents, or any e-mails we send you.
The presence of a website on the internet is not our responsibility and hosting is required to run and maintain storage of information for your website, and you must ensure that the domain name is registered and renewed. Unless specifically included in the Quote / Proposal / Purchase Order, or you have a separate written agreement with us, hosting and domain name registration is your responsibility. Where applicable, hosting will only take place whilst you have current and valid domain name registration. If we have agreed for us to deal with domain name registration on your behalf, you understand that

(a)   we can not guarantee the availability of any name(b)  this will only take place once we have cleared payment of all charges due from you in this matter.We have no responsibility in relation to your use of a domain name, will not be involved in any dispute between you and any other person or organisation and you agree to fully indemnify us in this regard. If we become aware of any dispute or potential dispute we reserve the right to suspend or cancel services associated with the domain name, and/or to make any representations to the relevant Naming Organisation.During the supply of services, we may make recommendations for other suppliers and this does not form any endorsement or guarantee as to the supply of either services or products. We reserve the right to suspend the services and to substitute any person within our organisation, such as a developer or designer, where necessary. Where specified on the Quote / Purchase Order, when we provide the services to your organisation we deal with nominated persons. However, we reserve the right to refuse to work with any specific individual within your organisation without specifying a reason. If we have specifically agreed on the Quote / Purchase Order to supply any report or documentation, they will be in whatever format and contain the information that we, in our absolute discretion, deem appropriate.

SERVICES AND PROJECTS
Any services, including Projects, such as writing bespoke components, modifications and amendments will be as detailed in the Quote / Purchase Order which will contain all work and support. For any additional work and/or support, please refer to clause 2(2). At all times you will have full responsibility for the use and all content on your website and it will always be your responsibility to ensure that any document or item you submit to us complies with these terms and conditions and that the website and its content complies with all legislation and does not breach any third party rights. You specifically agree to fully indemnify us in this regard including, but not limited to, against any allegations, claims, or actions. If a problem occurs with your use of our services, and you then have not proved to our joint satisfaction that the problem is not a result of your default, negligence, or misuse, then the correction of any such problems is never included in any services. In addition, the following will not be covered by maintenance services but we may agree to carry out work at additional cost

(i) any accident or disaster to the website, any improper use, operation, or neglect unless both parties agree that this is our sole and direct negligence or default
(ii) your failure to implement our recommendations or solutions in respect of faults we have previously advised you about
(iii) where you fail or refuse to allow us full access to the website(iv) using the website for a purpose it was not intended(v) access, interference by anyone other than us

THIRD-PARTY
The very nature of the services means that third parties may be involved, including the applicable Naming Organisations (such as Cloudflare, Webflow Inc), and server providers for hosting. These will either be in the Quote / Purchase Order or you can ask us for full details. This may involve payment of additional fees. We subcontract work to the UK and India (including but not limited to), with all work fully managed through strict & secure internal processes. At times we may use contractors and freelancers services for website design or development services. Some features of websites will be based on software or items provided by third parties, such as shopping cart software or banking. Any such software is provided on an “as-is” basis, without warranty and you specifically agree we are not responsible for any faults, failures, errors, or issues relating to the operation of third-party software nor the availability of updates and upgrades. It is your responsibility to adhere to any agreement that is in force pertinent to the hardware, software or any other item in the form of a user agreement. By entering into any agreement with us you are also confirming that you have read and agree to adhere to that user agreement, including any fee payment, and that you understand that there is an agreement directly between you and the Third Party. Furthermore, you specifically agree that we shall have no liability, obligation, or responsibility for any activity, use, or dispute between you and any such third party.

PRICES AND PAYMENT
For subscription plans, payment must be made in full, by BACS, GoCardless Direct Debit, or Stripe on receipt of any invoice supplied, unless otherwise stated. This includes any taxes due.
We do not offer refunds.
If you do not pay or there are any problems with your chosen payment method, you are still responsible for payment once you have ordered services.
Where payment is not paid when due or non-payment automatically means that all work will stop until such time that full payment (including any accrued or extra payment) is made. This includes our right to cancel data, disable, or suspend your website without notice when payments have been retried 3 times. No refunds will be made and no work or product of services will be released until cleared payment in full has been made. This is all subject to non-payment not being a result of non-performance.

(i) Subscription Plans, Website Hosting, and license fees are charged on a monthly basis and are non-refundableFor one-off projects, payment must be made through iwocaPay, where you will have the choice to either pay with an instant bank transfer or split the payment over 3 months or 12 months. We do not offer refunds.We reserve the right to increase prices for any unlimited services, which may be a result of third-party increases. If we do, then we will give you at least 30 days’ notice in writing. For payment made via a third party/third party services, you confirm your agreement to adhere to that third party’s user agreement and the terms of any support/warranty of that work.

PAYMENTS TO SUPPLIERS
Payments to suppliers will only be made upon the presence of a valid Purchase Order document that has been issued.  
(i) Payments outside of the scope and financial limit of the Purchase Order will not be made.(ii) Purchase orders will solely be agreed in writing by the Managing Director.Payment terms of invoices are based on the date of receipt of the invoice or date of goods receipt, or acceptable sign-off of digital service delivery whichever comes later. If an invoice due date falls on a weekend or holiday, invoices are paid on the following workday according to the business days of operation. If an invoice is deleted or returned for missing or incorrect data, the terms will be calculated based on the receipt date of the corrected invoice. Our payment terms are 7 days net unless a variation is agreed upon in the presence of a valid Purchase Order agreement.

PAYMENT & PASSING OF RIGHTS
Upon cleared payment of all amounts due to us from you, you are assigned full ownership of the website, including the HTML code, cascading style sheets, text, graphics, animation, audio components, and digital components contained within the finished project we provide. Original content supplied by the client remains their property. No such rights as described above will pass until the cleared payment of all amounts due to us from you and we will have a lien over any data. If all payments due from you have not been paid and cleared in full within 2 months from the date of the invoice you agree that you will forfeit your rights. Rights to photographs, graphics, and any third-party items, such as script source code, always remain the property of their respective owners. We reserve the right the use any work completed by us for marketing. You understand that you have a right to use our services and no rights of ownership are conveyed unless specified within the Quote / Purchase Order. Upon termination you no longer have the right to use services and where applicable, you must remove anything in connection with those services within 7 days of termination.

RESPONSIBILITY AND MISUSE
You agree that, excluding Created By Hydro Ltd, you are responsible for the actions of all your employees, agents, consultants, or those who appear or purport to be a member of your organisation or working with them.
You agree that you will solely be responsible for your use of any services provided to you, that you will not misuse them in any way, and that you will use our services legally and only for the purposes that they are intended to be used for. This includes, where applicable, responsibility for the security of passwords. You will also be responsible for ensuring that you do not breach any third-party agreement, prohibited activity, or misuse policies.
Furthermore, you agree that you will abide by all copyright and intellectual rights and that you will abide by any laws applicable to the website and its ownership and all use, or the agreement between us and/or the operation of it.
We refuse to handle in any way information, data, or material that we, in our absolute discretion, deem to be illegal, offensive, or controversial, and as such reserve the right to terminate this agreement without notice.
You specifically agree that we have no liability in respect of this clause and furthermore you will indemnify us for any loss resulting in any breach of this clause.

ACCURACY, DATA, AND RESPONSIBILITY
You agree, within a reasonable time of our request, to co-operate with us to provide any documents, information and/or materials, support, and facilities required, and allow us to install any software or item (such as Google Analytics) we deem necessary to provide the services. You confirm that any data, information, materials or documents, or anything passed to us has been checked by you as being accurate, suitable for the use you require, is proofread, and does not breach any copyright, intellectual property, or the rights of any third party, whatsoever in nature, and is not contrary to any law and is virus-free and functions satisfactorily. This includes, where applicable, that any advertising complies with the Advertising Codes of Practice, relevant industry codes of practice, together with current legislation. You also agree that any personal data which you hold is held with the data owner’s consent. You agree that you will provide all text and graphics in the format specified by us. If we have to do any work because the information is not in this format then we reserve the right to charge you an additional amount for that work. You will be notified beforehand and we will await your response before commencing any work. You are always responsible for anything which you submit to us including, but not limited to data, information, materials or documents or anything else whatsoever and we advise that you maintain adequate insurance both in transit and whilst in our care. We always advise that you retain copies of anything which is submitted to us. We cannot be responsible for the destruction or damage of any item whatsoever that you submit to us, including replacement, re-shooting, reprinting, copying nor any losses whatsoever which occur as a result thereof. You specifically confirm that we are not responsible for any loss, omission, additions, changes, alteration, typographical, clerical or other error or omission within any information or documentation regarding the services, unless the issue is caused by ourselves.  If you or someone on your behalf makes any changes, additions or any other alteration, then any work that you ask us to do in this respect, including rectification, will be charged at our usual rate. We will advise you of the rate of those charges before any work begins.

BANDWIDTH, DATA TRANSFER, AND STORAGE
You agree to all bandwidth, data-transfer volume restrictions, and storage restrictions as applicable and as detailed on the Quote / Purchase Order and that you will be responsible for payment if you exceed the limits.
For security purposes, direct access to the servers is not permitted and any direct updates or changes must be done through us.
You agree that you will not undertake any action that will in any way cause a disproportionate level of website activity without giving us 7 days prior notice.

OUR ACCESS
You agree that you will do nothing which could restrict or inhibit our access to any examination, including after any complaint, regarding the services.
You will provide us with all information and anything that we need in order to complete the provision of services within specified deadlines. We will not be held responsible in any way for your failure to do this.

COPYRIGHT
You confirm that you hold the full copyright of anything that you provide to us (e.g. data, text for insertion, information, documents, logos, and any other content whatsoever) or that you have obtained the copyright owner’s permission to use it in this way (e.g. image or link to another website).
(2) You confirm that you will not breach any copyright in so far as materials, software, information, content, and anything whatsoever supplied to you or available from us. This specifically means you will not copy, assign, modify, make derivative works, create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device, reverse engineer, or access the services in any way to build a product using similar ideas, function, or which is in any way similar to ours.

DATA BACKUP
All websites directly hosted on our servers are backed up on a daily basis. This includes all website files and any associated databases.
Unless specifically stated in the Quote / Purchase Order, it will always remain your responsibility to retain up-to-date backups of any data in connection with your website once the services have been completed and it is not our responsibility to retain any copies. We can accept no responsibility whatsoever and will not be liable for any losses, claims, or damages which may arise because data is not/has not been backed up.

AMENDMENTS
Upon any amendments of these terms and conditions, they will be sent to you via email for digital signature.

LIABILITY DISCLAIMER
To the extent that the law allows we will not be held responsible for any loss, incidental or consequential damage, or loss arising out of installation, use (unauthorised or otherwise), errors, mistakes, accident, theft or fraud, destruction, or any part of the provision of services.

INFORMATION AND DATA PROTECTION
Any services we provide to you may be reliant on information provided by you, so you are responsible for ensuring that any information you provide is accurate, correct, and up-to-date. Data will be held according to current applicable Data Protection legislation subsisting in England.

CONFIDENTIALITY
Both of us agree that the specifications, documentation, and information relating to our agreement are confidential, including information obtained about each other, etc, and that only the agreed information as appears on the website can be disclosed, other than as required by Statute or Court Order.

NOTICES
Notices for either party must be sent via email and will be acknowledged on receipt.

INVALIDITY
Each clause or any part of any agreement is to be regarded as independent of the others. This means that should any clause or any part at all of any agreement between us be found to be unenforceable or invalid it will not affect the enforceability or validity of the rest of our agreement.

TERMS, BREACH, AND CANCELLATION
We reserve the right to terminate
(a)   Immediately if you breach any term of the agreement, including any third-party user agreement. You will not be entitled to any refund for unused services.
If we do not act upon any breach immediately you should not assume that we have waived any rights as to enforceability or to seek redress, unless you have our express written agreement. Deposit/initial payments are non-refundable.

FORCE MAJEURE
We will not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control, including but not limited to acts of God, accidents, war, fire, strikes, lockouts, failure of any communications including telecommunications or computer systems, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and we shall be entitled to a reasonable extension of its obligations.

JURISDICTION
These Terms & Conditions shall be interpreted, construed, and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.By using our services, you agree to be bound by these terms and conditions. If you have any questions or concerns, please contact us - hello@hydro.website