In these conditions, unless the context requires otherwise:

• “Client” means the company, firm, body or person purchasing the Services from Website Freedom.
• "Us" and "We" and "Our" means Squirrelhouse Consulting Ltd or alternatively David Brewerton trading as "Squirrelhouse Consulting" or "Website Freedom". For information: Squirrelhouse Consulting was a trading name of David Brewerton prior to business incorporation. New work is now only accepted by Squirrelhouse Consulting Ltd or as Website Freedom.
• “Contract” means a contract, subject to these conditions, for the provision of the Services between the Client and Us.
• “Order” means a purchase order in respect of the Services completed or agreed by the Client and submitted to Website Freedom, together with all documents referred to in it.
• “Quotation” is an agreed piece of work provided by Website Freedom to the Client in respect of the Services. No contract will come into existence until Website Freedom’s order acknowledgement has been sent on behalf of Website Freedom in email or written form.
• “Services” means the subject matter of each Contract between the Client and Website Freedom, being the work and/or services or any of them to be performed by Website Freedom for the Client pursuant to the Order.

1. General

1. A Quotation shall not be binding on Us and a Contract will only come into being upon acceptance by Us of the Order by written acknowledgement of the acceptance of that order by email or in writing.
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 Client shall have no effect, unless confirmed in writing by Us.
3. Quotations submitted by Website Freedom shall remain open for acceptance by the Client for a period of 14 (fourteen) days from the date of the Quotation (unless in the Quotation some other period is specified) or when We withdraw the Quotation.
4. These conditions shall, to the extent applicable, apply to goods and products in the same way as they apply to Services.

2. Prices

1. Where the Services are sold by reference to Us, the price payable shall be the published price current at the date of purchase for those selected services.  The price for additional services purchased at a later date will be the published price at that later date and not any price published previously.
2. In other cases, the price for the Services shall, subject to clause 1.3 above, be that stated on the relevant Quotation.
3. We shall (if applicable) add to the price of the Services, and the Client 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.
4. Any price changes will take effect from the 1st day of the month and the customer will be notified in writing 7 (seven) days before any price change takes effect.

3. Terms of Payment

1. If the Client fails to pay any invoiced amount due, 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 Us in seeking to recover such late payment from the Client (including, without limitation, legal fees).
2. Terms that apply in these circumstances:-
   
   1. New Customers: The Client shall pay Us a non-refundable deposit before any work is started or as detailed in a written quotation/estimate/schedule for the work. We shall invoice the Client for all unpaid for Services prior to Client approval of the product or design so that payment can be received by Us prior to the product or service's live use.  Payments due will be by BACS direct to the Our bank account or by cheque or by bankers draft or in cash (and in each case in pounds sterling).
   2. Existing Customers: The payment period will be stated on standard invoices and in each case in pounds sterling.  Payments due will be by cash or BACS direct to the Our bank account or by cheque (as long as received 7 days prior to the due date) or by bankers draft.
   3. Service Agreements: Payments are due on the dates and frequencies specified in the agreement and should be by BACS direct to the Our bank account. If payment is received late, at our discretion, we may (i) the Service Agreement may be suspended pending a new agreement and any outstanding time worked on the client's account will become payable at the standard pay as you go invoice rate; (ii) we will deduct incurred administrative time from your service hours in dealing with payment problems. For one-off technical payment difficulties where the client is in communication with us and we agree, we will of course be reasonable in giving some leeway.
   4. Annual Charges: Payments are due on the dates specified in the Invoice and should be either by BACS direct to the Our bank account or if by cheque should be received 7 days prior to the due date to allow for clearing. As these charges relate to payments to our service providing partners, any late payment by the Client may well result in loss of their website and/or domain name and incur additional fees and costs to recover the Client's services. We will not provide any credit whatsoever for our customers for their annual charges should we not receive payment in time.

4. Design

1. The client unconditionally guarantees that any element of text, graphics or other artwork furnished to Us for inclusion in the 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 Us and our subcontractors from any claim or suit arising from the use of such elements furnished by the client.
2. All creation files remain the intellectual property of Website Freedom on completion of a web design project.
3. We 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, We shall be free to use any ideas, concepts, know how or techniques acquired in the construction of further designs and products 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.

5. Website Optimisation (SEO)

1. Whilst Website Freedom 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. Website Freedom cannot be held responsible for any changes to the position of you Web Site in the Search Engine results in response to a search.
3. The Client acknowledges and agrees that We shall have no liability to the Client in respect of the page rank positioning of the Client’s Web Site.

6. Website Services and Support

1. We will accept no liability for any financial loss resulting from a domain not being renewed.
2. We shall have no liability arising from any financial loss arising from any registered mailbox not being available.
3. A charge of £75 will be charged for any domain transfer outside of Us within the first year of the website’s completion. After the first year, £50 will be charged for any domain transfer. A domain will only be transferred if this has be paid as well as any other outstanding balance owed to Website Freedom.
4. We will have exclusive rights to the maintenance of website code, website administration or website database management whilst the website is subject to Our hosting agreement. Unless as part of a pre-agreed joint venture, third-party access provide by the Client will be regarded as a breach of agreement and subject to hosting termination and administrative fees.
5. Where support contracts are entered into: during our published normal hours, We will respond to an email or phone call request for service within 24 hours and will seek to address any urgent needs as soon as possible. Where holidays or other work is in contention with a support call, we seek to provide continuing  cover which might be at lower level than normal. We will accept no liability for any financial loss resulting from supported website services being unavailable.

7. Ecommerce Website Services

1. We will accept no liability for any financial loss resulting from the use of any E Commerce website.

8. Deposit

1. We process credit card and debit card transactions via the phone using PayPal Virtual terminal and do not store card details of any cards processed.
2. We charge a non-refundable deposit before any work is started.

9. Warranty and Limit of Responsibility

1. We acknowledgs and agree to perform the Services with reasonable skill and care; and in accordance with good industry practice.
2. The Client’s remedies in respect of any claim under any expressed warranty or any condition or warranty implied by law or any other claim in respect of the Services or Products or any workmanship in relation to them (whether or not involving negligence on the part of Us) shall, in all cases, be limited to re-performance of the Services or refund of the relevant purchase price.
3. We shall not in any circumstances be liable to the Client for any indirect or consequential losses or any loss of profits purported to have been suffered by the Client.
4. We shall not be liable for any failure in the performance of any of its obligations under the agreement caused by factors outside its control.

10. Delivery & Completion Dates

1. We undertake to use its reasonable endeavours to provide completed Services to the Client within 30 days of the date on which We receives a signed Order from the Client or as overridden by specific agreement at Order time.
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. We 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 Us.
4. No delay (unless material) shall entitle the Client to reject any delivery or performance or any other Order from the Client or to repudiate the Contract or the Order.

11. Responsibility for approving the design

1. The Client acknowledges and agrees that We shall produce the design based on information provided to it by the Client.
2. Notwithstanding clause 8.1, it shall be the responsibility of the Client (and not Us) 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 Design by Us to the Client for approval by the Client.
3. We shall have no liability to the Client for any inaccuracies in the Web Site if and to the extent that the Client has failed to review and/or approve (or require amendment (as the case may be)) provided to the Client by Us pursuant to this Agreement.

12. Termination

1. We may terminate the Contract immediately in the event that the Client is in breach of its obligations under the Contract and/or the Client suffers any event of insolvency or is or becomes unable to pay its debts as they fall due.
2. We may at its discretion suspend or terminate the supply of any goods and services if the Client fails to make any payment when due or otherwise defaults in any of its obligations under the contract or any other agreement with Website Freedom or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or if We bona fide believes that any of those events may occur and in any case of termination may forfeit any monies paid.
3. We shall expect the Client to carry out sufficient research before proceeding with a website or other marketing product. This will include checking that the website/idea/business will operate legally. We may at its discretion suspend or terminate the supply of any goods and services if the website is in any way illegal.
4. Sexually graphic images and nudity for other than clear medical purpose will not be tolerated by our web hosting partners and this may also result in immediate termination of goods or services to the Client.
5. We may by written notice terminate the Agreement immediately and without liability for compensation or damages except as mentioned in this agreement if the Client fails to make payment as specified above.
6. Any contract cancelled during the first twelve (12) months will incur a penalty charge of £75.

13. Third Parties

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.
2. The Client shall indemnify Us and keep Us 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 Us with the Client’s instructions, whether express or implied.
3. We take their customer service seriously and, other than Our service providing partners, We will not permit third-parties to have access to website or software code, administration or website database management without specific written consent from Us. Unless as part of a pre-agreed joint venture, third-party access provide by the Client would be regarded as a breach of agreement and subject to hosting termination and administrative fees.

14. Assignment & Sub-Contracting

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

15. 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.

16. Invalidity

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

17. Law & Jurisdiction

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.