THESE ARE THE STANDARD TERMS AND CONDITIONS REFERRED TO IN THE FOREGOING CONTRACT BETWEEN TIM CLAYTON AND THE CLIENT
1. DEFINITION OF TERMS
Tim Clayton – Tim Clayton, 3 Midland Farm, La Grande Route de St Laurent, St Lawrence, Jersey, JE3 1NN trading
as Tim Clayton having his principal place of business at 3 Midland Farm, La Grande Route de St Laurent, St Lawrence,
Jersey, JE3 1NN aforesaid
The Client – the entity which enters into a contract with Tim Clayton
Domain Name – the root address of a website, e.g. www.webaddress.com. All such names must be registered with the
appropriate naming authority, which will usually charge a fee.
Downtime – time when the website is not accessible via the Internet. This may be because of a technical failure of the
Host or because work is being carried out on the site.
Host – the company on whose system the Website physically resides.
Link, Hyperlink – a ‘clickable’ link embedded on a web page which may take the form of a graphic or text.
Search Engine – a website which contains a directory of websites on the Internet enabling users to find websites by
subject matter classification.
Website – a collection of web pages and associated code which forms an integrated presence.
The Work – the subject matter of the contract between the Client and Tim Clayton.
A non refundable deposit of 50% of the total fee payable under the contract is due immediately upon the signing of the
contract. The remaining 50% shall become due when the Work is completed to the reasonable satisfaction of the Client
but subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof. Tim Clayton reserves
the right not to begin the Work until the said deposit has been paid in full.
Maintenance, if included in the contract, shall be on a month to month basis, with a minimum of [ £xxx ] payable per
month. Fees will be assessed on an hourly basis at Tim Clayton’s hourly rate (please see his website
www.timclayton.com for current hourly rates). Search engine re-submissions, other than the original submission
included in the contract fee, shall be included in the maintenance fee.
Tim Clayton can take no responsibility for services provided by third parties through us or otherwise, including the
Hosting of the Client’s Website, although Tim Clayton will endeavour to ensure that Website downtime is kept to a
Maintenance and Correction of Errors
Tim Clayton takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of
the Website after the Work has been completed. Errors (both technical and typographical) attributable to Tim Clayton
will be corrected free of charge, but Tim Clayton reserves the right to charge a reasonable fee for correction of errors
for which Tim Clayton is not responsible, including, but not limited to malicious modification of the Website by a third
party and typographical errors contained in materials provided to Tim Clayton by the Client.
Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No
registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client.
Under no circumstances will Tim Clayton be responsible or liable for financial or other loss or damage caused by the
failure or use or misuse of his software. The Client should ensure that data on their site is regularly backed up and that
a contingency plan is in place to minimize possible losses as a result of software failure.
Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. Tim Clayton is not bound to honour
offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by
both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not
been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
Search Engine Listings
Tim Clayton does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not Tim
Clayton who determine whom they list and whom they will not. The Client further understands there is no guaranteed
placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. Tim
Clayton does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.
4. COMPLETION OF WORK AND PAYMENT
Completion of Work
Tim Clayton warrants completing the Work in accordance with his Standard Terms and Conditions to the specifications
previously agreed with the Client. Tim Clayton will not charge more than the amount previously agreed unless the
Client has varied the specifications of the Work since the agreement. Tim Clayton will not undertake changes to the
specifications of the Work which would increase the cost, without prior written authorisation from the Client.
Supply of Materials
The Client is to supply all materials and information required for Tim Clayton to complete the Work in accordance with
the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other
printed materials. Where the Client’s failure to supply such materials leads to a delay in completion of the work, Tim
Clayton has the right to extend previously agreed deadlines for the completion of the Work by a reasonable
amount. Where the Client’s failure to supply materials prevents progress on the Work for more than 21 days, Tim
Clayton has the right to invoice the Client for any part or parts of the Work already completed.
Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify
Tim Clayton, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work
which has not been reported in writing to Tim Clayton as unsatisfactory within the 7 day review period will be deemed
to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract
will be deemed to have been completed and the 50% balancing payment under Clause 2.1 Fee Payable will become due.
The Contract will remain in effect until all obligations have been completed in terms of this Clause.
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by Tim
Clayton to remedy any points reported by the Client as unsatisfactory, and Tim Clayton considers that the Client is
unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and Tim Clayton may
take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in
Upon completion of 7 day review period, Tim Clayton will invoice the Client for the 50% balancing payment in
accordance with Clause 2.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the
Client within 21 days of the date that the invoice was issued.
Remedies for Overdue Payment
If payment has not been received by the due date, Tim Clayton has the right to suspend ongoing work or hosting for the Client, until
such time that full payment of the outstanding balance has been received. If full payment has still not been received 14
days after the due date, Tim Clayton has the right to replace, modify or remove the Website and revoke the Client’s
licence of the Work until full payment has been received. By revoking the Client’s licence of the Work or removing the
web site from the Internet, Tim Clayton does not remove the Client’s obligation to pay any outstanding monies owing.
5. INTELLECTUAL PROPERTY
Offers and Proposals
Offers and proposals made by Tim Clayton to potential clients should be treated as trade secrets and remain the property
of Tim Clayton. Such offers and proposals or the information contained within them must not be passed to third parties
or publicly disseminated without prior written authorisation from Tim Clayton. This includes, but is not limited to,
technical features, functionality, aspects of the design and pricing information.
Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images,
registered company logos, names and trademarks or any other material it supplies to Tim Clayton for inclusion on the
Website. The conclusion of a contract between Tim Clayton and the Client shall be regarded as a guarantee by the
Client to Tim Clayton that all such permissions and authorities have been obtained and that the inclusion of such
material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and
conditions, the Client removes the legal responsibility of Tim Clayton and indemnifies the same from any claims or
legal actions however related to the content of the Client’s site.
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify Tim Clayton, including any
incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property
rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.
Once Tim Clayton has received full payment of all outstanding invoices and the Work has been approved by the Client
in accordance with Clause 4.3 hereof, the Client will be granted a licence to use the Website and its contents.
Any code that is not freely accessible to third parties and not in the public domain, and to which Tim Clayton or his
suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form
without prior written consent from Tim Clayton. Unless previously agreed otherwise in writing, no modifications may
be made by the Client or any third party to code to which Tim Clayton or his suppliers owns the copyright. Tim
Clayton acknowledges the intellectual property rights of the Client. Information passed in written form to Tim Clayton,
and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other
way to third parties without the prior written consent of the Client.
6. RIGHTS AND RESPONSIBILITIES
Right to Terminate
Tim Clayton reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their
Website, or any material is illegal, immoral or otherwise unacceptable. If the Client has not settled an outstanding invoice
within 14 days, Tim Clayton has the right to replace, modify or remove the Website and revoke the Client’s
licence of the Work and the domain(s)/website(s) until full payment has been received.
Events Beyond the Control of Tim Clayton
Tim Clayton will not be liable for breach of contract where that breach was due to software, hardware or electrical
failure, natural events such as fire or other events beyond the control of Tim Clayton.
Supply and Pricing of Services
Tim Clayton reserves the right to use whoever he feels appropriate at the time for third party software and services, and
to alter his prices as necessary without prior notice and without affecting existing contractual pricing agreements.
This Agreement shall be governed by the laws of Jersey which shall claim venue and jurisdiction for any legal action or
claim arising from the contract between Tim Clayton and the Client. The said contract is void where prohibited by law.
Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms
of the contract not so held will remain valid and enforceable at law.
Change of Terms and Conditions
These terms & conditions may change from time to time. The latest Terms and Conditions are always available on Tim
Clayton’s website at www.timclayton.com.