Terms & Conditions

The following terms and conditions apply to all website development / design services provided by Rainy City Agency to the Client.

Summary

Receiving this Agreement and becoming a customer of Rainy City Agency, you confirm the power and ability to enter into this Agreement and accept the terms and obligations within this Agreement on behalf of your company or organization. You agree to review our work, provide feedback and sign-off approval in a timely manner and in advance of all agreed deadlines.

Acceptance

It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.

Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.

Charges

Charges for services to be provided by Rainy City Agency are defined in the project quotation that the Client receives via e-mail. Quotations are valid for a period of 14 days. Rainy City Agency reserves the right to alter or decline to provide a quotation after expiry of the 14 days.

Payment is separated into phases as agreed by both Rainy City Agency and the Client. These details can be found in the pricing section of this proposal.

Payment for services is due via Stripe. Invoices can be made available at the request of the client.

Payment terms

For projects below $10,000 in value, The Client will pay the full project cost upfront before any work commences.

For projects above $10,000 in value, The Client will pay a non-refundable commencement payment to Rainy City Agency before any work commences. The commencement payment required is 40% ($XX,XXX.XX} of the project total. Project total is calculated as {$XX,XXX.XX} (Project scope) plus {$X,XXX.XX} (Contingency), total {$XX,XXX.XX}

Payment must be made on time and without any deduction, set-off or counterclaim. In the event that an account is outstanding, we will refer the matter to our debt collection agents, which will incur costs of. Any costs incurred to collect the debt will be added to the outstanding debt, at the prevailing rate. You agree that you will be legally liable to pay us that surcharge and that payment of the same can be enforced against you in court. You also agree to pay interest at the relevant reference rate provided for under applicable late payment and commercial debts law, which interest is payable both after and before any judgement of the court and continues to accrue. We also reserve the right to refuse completion or delivery (handover) of The Project until any outstanding balances are paid in full.

Additional Expenses

Client agrees to reimburse Rainy City Agency for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography etc. Unless otherwise agreed beforehand.

Delays and Rescheduling Fee

It is important we stick to set milestones and task deadlines to ensure the smooth running of Your Project. These must be abode by both the Client and Rainy City Agency. You agree to meet all deadlines provided to you. If for any reason you believe you cannot meet the provided deadlines, Rainy City Agency will need to be notified within 48 hours of receiving your "Schedule of Tasks". Work is scheduled up to two weeks in advance; if you fail to meet feedback or sign-off deadlines, this may have a considerable impact on the project timeline. The Project handover date/completion of Work will remain and the payment in full must be sent to Rainy City Agency. Any Work that is outstanding due to delays will be tabled up and rescheduled to the next available slot.

Production schedule

Production schedules will be established, agreed and adhered to by both parties, provided that neither party shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labour trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and extreme events beyond the control of the Client or Rainy City Agency. You acknowledge that failure to submit in a timely manner any requested or required information or materials may cause subsequent and substantial delays in the production of the website production and/or delivery of the Work. We will use our best efforts to meet the agreed production schedule.

Revisions & Alterations

We use an iterative approach for both visual design and technical development phases, providing you with the opportunity for feedback at various stages throughout the Work. Rainy City Agency will provide the Client with an opportunity to review the appearance and content of the website during the website development, as agreed above the Client will be allowed 3 rounds of feedback per phase. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Rainy City Agency otherwise within ten (10) days of the date the materials are made available to the Client.

Following each design or development iteration, changes may be requested provided that such changes do not substantially alter the specifications described in our original brief or contradict previous requested changes. Feedback that significantly expands or contradicts previous instruction may incur additional cost. We will provide a quote for this extra work, where applicable.

Final Amendments

At the end of The Project, before the handover, Rainy City Agency will carry out one set of final amendments. The list provided by the Client must be comprehensive in containing all of the final changes requested. Any changes to the site's appearance that were not agreed before starting the project will be handled as a separate project and will be priced accordingly.

Sign off & Website Launch

It is the responsibility of the Client to check the content and functionality of the website before launch. On completion of The Project, we will ask you to provide us with email confirmation of your sign-off on the website and your confirmation that the website is ready to go live. After this email confirmation is provided, any future charges will be charged at our standard hourly rate of $175. On the date of the website launch, we will set-up your domain name to direct traffic to your new website. In order to do this, we will need to liaise with your domain registrar to configure your Domain Name Server. These changes may take 24 hours to propagate across the Internet.

"Site Completion" versus "Site Launch"

Site completion strictly refers to handover of the website when the scope of work agreed within the proposal has been done to specification, and not to the time of site going public (aka site Launch). Final payment should be paid immediately after handover, and not the date it goes live to the public. Included in your package is 30 business days hands on support/aftercare.

Nature of Copy

You agree to exercise due diligence in your direction to us regarding the preparation of materials and must be able to substantiate all claims and representations. You are responsible for all trademark, copyright, patent infringement and other intellectual property clearances. You are also responsible for arranging, prior to publication, any necessary legal clearance or approvals in respect of materials that we prepare. You agree to indemnify and hold us harmless against any and all claims, costs, losses and expenses (including legal fees) in respect of any materials included in the Work at your request for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.

We reserve the right to use selected screenshots from the final product in our online portfolio.

Turnaround Time and Content Control

Rainy City Agency will install and publicly post or supply the Client's website by the date specified in the project proposal, or at date agreed with Client upon Rainy City Agency receiving initial payment, unless a delay is specifically requested by the Client and agreed by Rainy City Agency.

In return, the Client agrees to delegate a single individual as a primary contact to aid Rainy City Agency with progressing the commission in a satisfactory and expedient manner.

During the project, Rainy City Agency will require the Client to provide website content; text, images, movies and sound files.

Failure to provide required website content:

Rainy City Agency is a small business, to remain efficient we must ensure that work we have programmed is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.

This is why we ask that you provide all the required information in advance. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge of up to 25%.

If you agree to provide us with the required information and subsequently fail to do within one week of project commencement we reserve the right to close the project and the balance remaining becomes payable immediately. Simply put, all the above condition says is do not give us the go ahead to start until you are ready to do so.

NOTE: Text content should be delivered as a Microsoft Word, thru email, (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages should have the same titles as the agreed website pages. Contact us if you need clarification on this.

Additional Expenses

Web Browsers

Rainy City Agency makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer 8 & 9, Google Chrome, etc.). Client agrees that Rainy City Agency cannot guarantee correct functionality with all browser software across different operating systems.

Rainy City Agency cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, Rainy City Agency reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

Standard Media Delivery

Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (via e-mail or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by Rainy City Agency to return to the Client any images or printed material provided for use in creation of the Client's website, such return cannot be guaranteed.

Errors & Omissions

It is your responsibility to check proofs carefully for accuracy in all respects without limitation, ranging from spelling to technical illustrations. For the avoidance of doubt, this also includes the diligent execution of User Acceptance Testing. We are not liable for any errors or omissions on your part. We cannot guarantee that the functions contained in any web pages or in a completed website will always be error-free, as such we will not be liable to you or any third party for any direct or indirect damages, including (but not limited to) lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages, even if you have advised us of the possibilities of such damages.

Legal Costs & Expenses

If legal assistance is required to collect debts owed we will be entitled to claim reasonable legal fees, court costs and interest at the maximum rate permitted by law.

We are not responsible for any loss or expense (legal or otherwise) to defend Rainy City Agency in any actual or potential suit, claim or action arising in any way from our working relationship. This includes, but is not limited to, assertions made against you and/or any of products and services arising from the publication of materials that we prepare and you approve before publication.

Complaints Procedure

If at any point during The Project the Client is unhappy with the service and/or results, please follow these guidelines so the issue can be resolved efficiently. At the beginning of the project the client will be assigned a project manager who will oversee the progress and outcome of the project. If the client could please direct any dis-satisfied comments or complaints via the project manager at the earliest convenience, so the issue can be dealt with accordingly.

If the client feels the matter is not being dealt with appropriately via the assigned project manager please contact the Business Director by email; hello@rainycityagency.com. In which the matter will be investigated further, to seek the best possible solution to the complaint. All complaints and feedback will be documented and monitored for a period of 6 months after the contract has ended/project completion between the Client and Rainy City Agency.

Amendments

This Agreement is the parties' entire understanding and supersedes any previous agreement. This Agreement may not be modified or amended in any respect without the consent of both parties by way of an executed agreement.

Default

Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Rainy City Agency's Web space, Rainy City Agency will, at its discretion, remove all such material from its web space. Rainy City Agency is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client's account. Clients with accounts in default agree to pay Rainy City Agency reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Rainy City Agency in enforcing these Terms and Conditions.

Termination

Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for work completed to the date of first notice of cancellation for payment in full within thirty (30) days.

Indemnity

All Rainy City Agency services may be used for lawful purposes only. You agree to indemnify and hold Rainy City Agency harmless from any claims resulting from your use of our service that damages you or any other party.

Copyright

The Client retains the copyright to data, files and graphic logos provided by the Client, and grants Rainy City Agency the rights to publish and use such material. The majority of the software we use is open source or owned by third parties and as such is not subject to this clause. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Rainy City Agency permission and rights for use of the same and agrees to indemnify and hold harmless Rainy City Agency from any and all claims resulting from the Client's negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Rainy City Agency that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. For any bespoke designs or software, copyright is in the name of Rainy City Agency. Upon completion of the Work and receipt of payment of our final invoice, the copyright will be released to you. You guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork that are provided for inclusion in the website are owned by you, or you have obtained prior permission or been granted with any necessary approvals to use them.

Confidentiality

Both parties may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal and shall be safeguarded and not disclosed to third parties by the receiving party other than as required by law or regulation. Confidential information shall not include information that:

is already known to the party to which it is disclosed;

is or becomes part of the public domain without breach of this Agreement; or

is obtained from third parties, which have no obligations to keep such information confidential to the parties to this Agreement.

Design Credit

A link to Rainy City Agency will appear in either small type or by a small graphic at the bottom of the Client's website. If a graphic is used, it will be designed to fit in with the overall site design. If a client requests that the design credit be removed, this needs to be given in writing. The Client also agrees that the website developed for the Client may be presented in Rainy City Agency's portfolio.

Access Requirements

If the Client's website is to be installed on a third-party server, Rainy City Agency must be granted temporary read/write access to the Client's storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

Post-Placement Alterations

Rainy City Agency cannot accept responsibility for any alterations caused by a third party occurring to the Client's pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.

Domain Names and Renewal

It is the responsibility of the Client to purchase their own domain name. We can provide guidance on where to purchase your domain and assistance pointing it to your website. However, we will not purchase the domain on your behalf.

General

These Terms and Conditions supersede all previous representations, understandings or agreements. The Client's signature below or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our terms and conditions.

Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with United Kingdom Law. The courts of the United Kingdom shall have exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or the consequences of its nullity). Both parties agree that the courts of the United Kingdom are the most appropriate and convenient courts to settle disputes and accordingly no party will argue to the contrary. A person who is not a party to this Agreement has no right to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act. This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. The provisions of this clause 17 shall survive the termination of this Agreement. The undersigned agrees to the terms of this Agreement on behalf of his or her organization or business.

Liability

Rainy City Agency hereby excludes itself, its Employees and or Agents from all and any liability from:

Loss or damage caused by any inaccuracy;
Loss or damage caused by omission;
Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site;
Loss or damage to clients' artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.

The entire liability of Rainy City Agency to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid.

Termination

Either party may terminate this Agreement by giving 10 days written notice to the other of such termination. The term of this Agreement will continue for work in progress until terminated by either party upon ten (10) days written notice. If you should direct us at any time to cancel, terminate or "put on hold" any previously authorised purchase, we will promptly do so, provided that you hold us harmless for any costs and/or expenses incurred as a result. The initial deposit is non-refundable in the event of termination initiated by the Client. Upon termination of this Agreement, you will pay all outstanding amounts due to Rainy City Agency as at the termination date in full. Upon termination of this Agreement, we will transfer all property and materials in our control and for which you have paid. You will indemnify and hold that the Client and Rainy City Agency are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor Rainy City Agency has any authority to assume or create any obligation or liability, either express or implied for the other.