Tickety Boo Digital Terms of Trading
These terms and conditions are updated on a regular basis, please check back for the latest updates.
These are the definitions that apply to this agreement:
“Client” the company or individual who has engaged Tickety Boo Digital Ltd.
“Developer” or “Designer” Tickety Boo is a trading name of Tickety Boo Digital Ltd, Registered Address: 6 Broadfield Court, Sheffield, S8 0XF. Trading Address: Sadler Bridge Studios, Sadler Bridge, Derby, DE1 3NR, Company registration 12525822.
“Partner” is the term used to describe a person or company that is authorised to construct websites with the software offered by the developer.
“Price” the price for the Service as part of the Service as set out in the developer's order of work.
“Service” all work in connection with the design, development and writing of the project until all the work has been completed by the developer.
“Software” is all or part of any software required to be written or used to complete the service and to enable the Client to use website marketing, websites or any product or service provided within the contract.
“Orchestra” is the brand name for software that is provided by Tickety Boo Digital.
“Completion” as defined in section 7.
“Website” the Website of the Client, to be written under the terms of this contract.
“Website Host” a firm or company in the business of hosting Websites, with whom the Client shall have contracted to host the Website.
"Campaign" is any work completed by the developer on behalf of a client to generate business, leads or website visitors. A campaign can be via the internet, emails, Google advertising or any other medium.
“CMS” Content Managed System, a system whereby a user can change the content when needed.
“CRM” is a Customer Relationship Management software service.
“Order” The order is an outline of service to be provided by the developer to the client. This will be provided prior to any work being undertaken.
“Fair Use Policy” means an average use for that particular service or product when compared to other developers' users. Or if the client has not provided correct estimates with regard to the nature of the service and the actual requirement is much greater than was requested.
2.1 The developer will provide the framework or website theme, upon the basis of and in compliance with the detailed specification provided on the developer’s website.
2.2 The Client will use all reasonable endeavours to provide all the information required by the designer.
2.3 The client will be responsible for any and all content of the website, it is for them to check and confirm the content is correct. The designer takes no responsibility for any such content.
2.4 The developer shall use all reasonable endeavours to complete the project on time.
2.5 It is understood from 1st January 2015 all websites will be built on the SilverStripe platform. It is understood the developer will not develop on any other platform.
2.6 All websites completed on the Silverstripe platform are CMS based as standard.
2.7 Once any order has been made through the developer’s website, no changes can be made without a separate contract. Any changes made by the developer will be at an additional cost.
2.8 If modification is requested after the Website has been constructed, the developer may decline to accept the additional work until after completion of and payment for the Project, such additional work becoming the subject of a separate contract.
2.9 If a client does not inform the designer within 14 days of completion of any faults, design faults or imperfections of any kind any extra work will be in addition to the proposal cost.
2.9.1 Any work completed by a Tickety Boo Partner or any other person or company does not constitute a contract with the developer. Any issues have to be addressed by the Partner or third party.
3.1 If a website is not hosted by the developer any issues relating to the hosting must be addressed by the host. The developer holds no responsibility for these issues.
3.2 All new websites will receive 12 months of free hosting.
3.3 The developer can provide email services, however, cannot provide a guarantee of their safety or delivery.
3.4 The developer cannot be responsible for slow connection speeds to its servers. It is understood that internet speeds can vary according to locations, ISP', broadband strength and other factors outside the control of the developer/host.
3.5 The developer will make all possible provisions to ensure services are maintained.
3.6 All domains are listed within the ownership of the developer, however, they are on a licence, so are considered the property of the client. The developer will not hold any rights to the domain. If a client wishes to move the domain from the developers hosting the developer will not charge for this service. If the ISP starts to charge for this service the developer will pass on this charge.
3.7 If payment is not made or is more than 30 days late, it is understood that the domain and subsequent hosting may be stopped. It can take up to 30 days to reactivate any domains, as this will be out of the control of the host/developer.
3.8 All Website and CRM services are managed with the additional support and use of Cloudflare.com services. Their services are subject to their terms and conditions and any matters relating to these are subject to the terms and conditions on the Cloudflare website.
3.9 All Website and CRM services are hosted using Kualo. They provide the developer with 100% green hosting services. Any omissions, errors or wavering from these services rests with Kualo and not the developer.
4.1 Orchestra is solely owned by the developer. The client has no legal claim to any part of the Orchestra package, website, service or name.
4.2 Orchestra is provided under licence for 12 months or on a rolling monthly licence. Details of the licence will be detailed in the order.
4.3 Orchestra may be paid for in advance, by one or by a subscription structure. The licence will not extend past 24 months in such circumstances.
4.4 All hosting is provided within the charges for Orchestra. This works on a fair use policy if the hosting requires exceptional improvements further charges may be incurred.
4.5 Basic support will be provided to Orchestra products with no charge.
4.7 No FTP access or root access is available to Orchestra or the hosting platform
5.1 The developer may authorise individuals and or companies to become Tickety Boo Partners. It is strictly understood they do not represent the developer. This extends to verbal, written or implied terms.
5.2 A Tickety Boo partner is authorised to sell the Orchestra platform services on behalf of the developer only.
5.3 Any contact, message, communication or contract is strictly between the Partner and the customer. Any contract implied or given excludes the developer for all liabilities.
5.4 The Partner must inform the customer of any liabilities within a contract.
5.5 The Partner will be paid a 20% commission by the developer of all subscriptions received from Customers that are introduced to the developer.
5.6 The developer will pay a further 10% of all commissions paid to the developer by the customer for additional services.
5.7 All payments must be made by bank transfer.
5.8 The Partner must agree to the developer's terms and conditions.
5.9 The Partner must adhere to all laws and regulations of the United Kingdom. They must adhere to a strict honesty policy, any breach in the law or honesty policy will result in a cancelling of any contract.
5.10 It is understood that the developer will act with good practice on behalf of the customer to protect their rights.
5.11 The Partner can be terminated as a Partner at the discretion of the developer.
5.12 If the developer terminates a contract, no further payments may be made to the Partner. This includes any lifetime commissions.
6.1 The developer will comply strictly with the terms and conditions of Google advertising. If you are in any doubt with regard to their terms and conditions please read their terms and conditions.
6.2 All campaigns developed or created by the developer form the part of a service that is offered by the developer. All landing pages, campaigns, accounts and other material services will be stopped and will remain the property of the developer if any contract, agreement or payment is stopped by the developer or the client.
6.3 All invoices created by Google must be paid directly to Google by the client. No invoices, payments or debt of any kind will be the responsibility of the developer.
6.4 The only exception to 6.3 is Orchestra Software where Google remarketing is included within the package.
6.5 All information advertised or displayed by the developer on the client's behalf must be checked by the client. Despite the developer's best efforts, it is the responsibility of the client to confirm that any advertising is correct.
6.6 It is clearly understood that Social Marketing Campaigns are provided in compliance with the client’s instructions. The client must check prior to publication for any omissions, mistakes or incorrect information.
6.7 The client accepts responsibility and liability for any and all posts.
6.8 The client accepts all responsibility for using the Social Posting service. The developer does not monitor any posts that are created by the client, therefore has no control over the service.
6.9 It is understood by the client that the analytics services provided by the developer use information gathered from Google, Facebook, Twitter, Linkedin and other providers. Any error, omission or false reading cannot be the responsibility of the developer. The developer will provide any information as accurately as possible.
6.10 The client accepts that the developer will not be liable for any errors when providing a business insights report to the client. It is clearly understood that this information is provided by Creditsafe Ltd. This information is public record and therefore subject to errors. The developer will provide as much information as accurately as possible.
6.11 The information that is provided by Business Insights is given in confidence and should be used to evaluate the credit capacity of a potential client. It should not be used in any way that would break any law of the United Kingdom.
6.12 The client unconditionally accepts that the developer is not liable for any legal action against the client resulting from the production of any report of any kind.
6.13 The client agrees that any information of any kind, text or via images must not break any laws of the United Kingdom.
6.14 The client and/or Partner must agree not to display by text, video, graphic or imagery of any kind any of representation any of the following subjects. Drugs, Firearms, Violence, Slavery, Sexual Images or Illegal activities. The developer will remove any such services, no refund will be given.
6.15 The developer will not share any personal information displayed or used by the Client for any reason. Unless asked to do so by the Police Forces of the United Kingdom.
7.1 A Project is complete after:
7.2 The client emails the developer to confirm the project is satisfactory and or complete, or
7.3 When the Website/CRM is published on the server of the host if not hosted with the developer, or
7.4 14 days have passed since the developer informed the client the website is complete.
7.5 It is clearly understood if the client raises issues about any aspect of the development, build or operation of the website these must be raised at the time or within 28 days.
Price and Payments
8.1 The price of the project will be agreed in writing, normally emailed prior to the start of the project and detailed with the order.
8.2 The Designer will invoice 30% of the total cost prior to starting when this has been paid the project will start.
8.3 A second invoice for a further 30% shall be due when the designer has provided a draft of the software to the client.
8.4 A final invoice will be due when all work has been completed.
8.5 Licence payments for Orchestra CRM services or products are due each month, on the date of signup. Payments received later than 28 days will result in the suspension of service.
8.6 The Developer reserves the right to charge the Client interest in respect of all invoices outstanding for more than 28 days under this agreement (both before and after judgment) at the rate of 5 per cent above the LIBOR rate set from time to time from the due date until full receipt of payment.
8.7 The cost of any work to be paid by the hour shall be invoiced monthly.
8.8 The Client will pay the developer’s invoices within seven days of the date of each invoice.
8.9. In addition to the developer’s right to claim interest on all outstanding invoices, should the Client fail or unreasonably refuse to pay any of the developer’s invoices by the due date, the developers shall be entitled (but not obliged) to halt all further production on the works being undertaken under this Agreement until such time as the Client shall bring their account up to date including all interest and costs payable to the developers in respect thereof.
8.10 If the client breaches any of the termination clauses the client shall be liable to any and all costs due to that point.
8.11 If the client fails to pay for any hosting charges, of any kind, the developer will suspend service until payment has been made in full.
8.12 Where the client enters into any credit agreement with the developer, (this can be staged payments, a monthly charge or anything whereby they do not make an upfront payment) the developer can request a reference from a credit rating agency. This may include company searches as well as searches on directors or individuals. These searches are recorded and only used to assess if a client is creditworthy.
8.13 Credit searches can also be used to trace any client who fails to pay an invoice for the purpose of tracking and court action.
8.14 Overdue debts and invoices will receive a letter before action prior to legal action.
8.15 If a client fails to pay any outstanding debt, the developer will take legal action to recover the outstanding debt and associated costs.
Retention Of Title
9.0 The risk in the goods and services shall pass from the developer to the client upon delivery of such goods to the client. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the client until the designer has received in cash or cleared funds payment in full for all goods and services delivered to the buyer under this and all other contracts between the designer and the client for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the designer and the client under which the goods and services were delivered. Orchestra products and services are exempt from this clause as the title always remains with the developer.
10.0 If a Client default in meeting the payment terms as above, any subsequent invoice issued becomes due and payable with immediate effect from the time of the default.
Demonstration and Training
11.1 Immediately upon publication of the software, the developer will provide no more than 2 hours explanation, demonstration and training in the operation of all aspects of the software for such staff as the Client shall direct and in a format agreed by the Client.
11.2 The developer can provide such further training as the Client may request within 12 months of the date of completion of the Project at the hourly rate.
Exclusions from Contract
The Excluded Matters are:
12.1 Registration of necessary domain names.
12.2 Arrangement of merchant server banking facilities.
12.3 Contracting for web hosting services and the provision of appropriate firewalls.
12.4 Supply or change existing Client email message system.
12.5 Purchase of any necessary computer hardware and software.
12.6 Search engine optimisation beyond that specified in this agreement.
12.7 Drafting and/or editing of content.
13.1 The parties are aware that in the course of the Project they will each have access to and be entrusted with information in respect of the business and operation of the other and their dealings, transactions and affairs, all of which information is or may be confidential.
13.2 The parties hereby undertake for themselves and every employee or subcontractor whose services they may use both during and after completion of the Project that they will not divulge to any person whatever or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information.
13.3 For the purposes of the Client’s above undertaking, the information shall be deemed to include all information (written or oral) concerning the Detailed Specification and the Search Engine Strategy Specification, but shall be deemed to exclude anything that is already in the public domain or which either side is obliged or required to disclose to their legal representatives or by Court order.
13.4 Both the developer and the Client hereby undertake to the other to make all relevant employees agents and subcontractors aware of the confidentiality of the information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by its employee’s agents and subcontractors with these provisions.
13.5 Each of the developer and the Client hereby undertakes one to the other that for the period of 12 months following completion of the Project they will not directly or by an agent or otherwise and whether for themselves or for the benefit of any other person induce or endeavour to induce any officer or employee of the other to leave his employment.
13.6. The provisions of the last previous subparagraph shall not apply to one of them if the other becomes subject to bankruptcy, receivership or liquidation proceedings.
Third-Party Software Rights
14.1 If the developer incorporates or embed third-party software products in the Project then such products will so far as possible be properly licensed to the Client, with full and appropriate legal documentary evidence in support and any money payable to a third party shall be paid by the developer. Any license fees payable by the Client to any third party for software incorporated in the Website but not previously used by the Client shall be paid by the Client.
14.2 Insofar as the terms of business of a third party seller of software (“Seller”) do not permit the arrangement set out in Clause 14.1 above, then the Client shall himself buy the software concerned whereupon the developer shall have no obligation in respect of the software except to warrant that it functions as a part of the software.
14.3 Insofar as it is impractical to follow the procedure set out in Clause 14.2 above, then the developer shall be deemed to be the agents of the Clients for the purpose of buying such software. In this event, the developer will advise the Seller by email, with a copy to the Client, that the software has been purchased for use by the Client. The developer will provide full contact details to the Seller. It shall be the responsibility of the Client to retain the copy of the email message by the Designer.
Intellectual Property Rights
Software code and graphic images owned by a third party are not affected by this Agreement. During and after completion of the contract and unless otherwise specified in this Agreement ownership of intellectual property once all invoices have been paid in full shall be as follows:
15.1 Website/CRM concepts belong to the Developer.
15.2 Website/CRM designs used in the Website belong to the Developer
15.3 Website/CRM designs not used, belong to the Developer.
15.4 Graphic images provided by the Client belong to the Client unless the Designer expressly states that ownership is retained by them.
15.5 Software code written by the developer prior to the date of this agreement and incorporated in the Website belongs to the developer.
15.6 Code written specifically for the website/software belongs to the developer.
15.7 Software elements being components previously developed by the Designer belong to them.
15.8 The developer now grants an exclusive license to the Client for all items listed above and owned by the developer, for use in connection with any Website the Client might own or use for a period of 99 years. The Client may not assign this licence except by way of sale or transfer of the whole of the Website or such other Website of the Client that contains the relevant item.
15.9 All elements of Orchestra products and services remain the property of the developer and are provided on a licence to the Client. The details of the licence are detailed in the order.
15.10 The client is licenced to use Orchestra for their own purposes during the term of the licence and may not be resold or used outside of the terms of the order or these terms.
Intellectual Property Rights Indemnity by Designers
16.1 Notwithstanding Clause 19, no limitations of the liability of the Designer to the Client specified elsewhere in this agreement shall apply to this paragraph;
16.2 The Designer shall indemnify the Client against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation possession or use of the Website by the Client infringes the patent copyright registered design or trademark rights of that third party provided that the Client:
16.2.1 gives notice to the developer of any infringement immediately he becomes aware of it;
16.2.2 gives the developer the sole conduct of the defence to any claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the claim except upon the express instructions of the developer; and
16.2.3 acts in accordance with the reasonable instructions of the developer and give to the developer whatever assistance they reasonably require in respect of the conduct of their defence.
16.3 The developer shall reimburse the Client its reasonable costs incurred in complying with the above provisions.
16.4 The developer shall have no liability to the Client in respect of infringement if it results from any alteration modification or adjustment to the Software not undertaken by the developer.
16.5 Except in the case of Clause 17.3, in the event of an infringement the developer shall immediately make such alterations modifications or adjustments to the Software as shall be necessary to make them non-infringing and shall not charge the Client for this work.
Intellectual Property Rights Indemnity by Client
17.1 The Client hereby agrees to indemnify the developer against all claims and costs arising:
17.1.1 in connection with the Content supplied by the Client, whether for breach of intellectual property rights defamation or otherwise
17.1.2 out of any failure to comply with any law or statutory instrument.
17.2 Provided that the developer:
17.2.1 give notice to the Client of any infringement immediately they become aware of it;
17.2.2 give the Client the sole conduct of the defence to any claim and do not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the claim except upon the express instructions of the Client; and
17.2.3 act in accordance with the reasonable instructions of the Client and give to the Client whatever assistance he reasonably requires in respect of the conduct of his defence.
17.3 The Client shall reimburse the developer their reasonable costs incurred in complying with the above provisions.
17.4 The client confirms and understands that the package known as Orchestra is solely the property of the developer, this includes all codes, software, content, workflows and imagery.
Warranties by developer
The Designer hereby warrants:
18.1 that any Detailed Specification will adhere too.
18.2 that the Software will be written in accordance with the Detailed Specification
18.3 that the Software will be written in best industry practice
18.4 that all dynamic features of the Website including all links will function as intended to the quantitative specification contained in the Detailed Specification
Limitation of Liability
19.1 The following provisions set out the developers entire liability (including, but not limited to, any liability for the acts and omissions of its employees) to the Client in respect of:
19.1.1 any breach of its contractual obligations arising under this agreement; and
19.1.2 any representation statement or tortious act or omission including, but not limited to, negligence arising under or in connection with this agreement and the Client’s attention is drawn to these provisions.
19.2 Any act or omission on the part of the developer, falling within this paragraph shall be known as an ‘Event of Default’
19.3 The developer’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the total price paid by the Client for this Project.
19.4 The developer shall not be liable to the Client in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the developer had been advised of the possibility of the Client incurring the same
19.5 If a number of Events of Default give rise to substantially the same loss then they shall be regarded as giving rise to only one claim under this agreement
19.6 The Client hereby agrees to give the developer not less than 90 days in which to remedy any Event of Default hereunder
19.7 The developer shall have no liability to the Client in respect of any Event of Default unless the Client shall have served notice of it on the Designer within one year of the date he became aware of the circumstances giving rise to the Event of Default or the date when he ought reasonably to have become so aware
19.8 Nothing in this paragraph shall confer any right or remedy upon the Client to which he would not otherwise be legally entitled
19.9 The developer shall not be liable to the Client for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of this agreement
This agreement may be terminated:
20.1 immediately by the developer if the Client fails to pay any sum due within 14 days of the date of submission of an invoice
20.2 immediately by either party if the other commits any material breach of any term of this agreement and which in the case of a breach capable of being remedied is not remedied within 28 days of a written request to remedy it
20.3 immediately by either party if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction)
20.4 immediately by the developer if the Client fails to submit the Content within a period of 14 days after a request made in writing by the developer within a period of the 14 days.
20.5 After such termination, the Client is to settle all money due for work done on the software, under the present Agreement, before a new agreement is negotiated for the completion of the project.
20.6 Any termination of this agreement by this paragraph shall be without prejudice to any other rights or remedies to which a party may be entitled
20.7 immediately by the developer If the Client fails or breaches any part of this or any other contract with the designer.
20.8 immediately by the developer If the Clients acts with illegal intent or breaches any laws of the United Kingdom.
20.9 If any service is terminated no refund will be given.
20.10 The client may cancel the contract at any time, subject to all invoices have been paid in full, as a single project or for the term of the contract set out in the order.
21.1 Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including strikes of its own employees
21.2 Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force majeure such notice to contain details of the circumstances giving rise to it
21.3 If a default due to force majeure shall continue for more than 6 weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of force majeure
Successors to the agreement
22.1 The benefits and obligations of this agreement shall be binding on any successor in title
22.2 Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other, such consent not to be unreasonably withheld or delayed
Any notice to be served by the client shall be sent by recorded delivery.
The headings in this document are for reference only
In the event of a dispute arising out of or in connection with this Contract and which has not been resolved following discussions and negotiations between a person or persons appointed or authorised by the Client and the developer then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation
The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Contract
Nothing in this Agreement shall be construed as implying any third party rights.
By entering into this Agreement, the Parties agree that they are not entering into a partnership agreement.
No variation of this Agreement will be binding upon the Parties unless mutually agreed in writing.
This Contract shall be construed according to the Laws of England
Schedule of prices and charges
Hourly rates £129 per hour
Dynamic coding £129 ph
Creative graphic design £89 ph
Training £89 ph plus expenses