1 Definitions

The following terms & conditions document is a legal agreement between Chameleon Digital Design, herein known as “the developer” and it’s clients, herein known as “the client” for the purposes of website & logo design, development and coding, herein known as “the service”. These terms and conditions set forth the provisions under which the client may use the service.

2 Acceptance of work

2.1 Quotations are valid for 28 days from date of issue

2.2 A contract does not exist between the developer and the client until the client receives an invoice from the developer and the initial deposit is paid. At this time a contract exists between the developer and the client and both parties are bound by these terms.

2.3 Any items not included on the invoice do not form part of the contract. The client agrees to check that the details on the invoice are correct.

2.4 The developer reserves the right to withdraw from the contract at any point.

2.5 Any additional work requested by the client that is not included in the original brief and outlined in the subsequent quotation or invoice is subject to a separate quotation.

2.6 The developer reserves the right to decline current or future work in an instance where the clients’ invoices are outstanding.

2.7 The developer reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these Terms and Conditions. The Developer shall be the sole arbiter in deciding what constitutes a breach. No refunds will be given in such a situation.

3 Permissions & copyrights

3.1 Copyright of any web designs, pages, logos, icons, images, code and source files created by the developer shall be transferred to the client upon receipt of full payment. Until this point, copyright remains with the developer.

3.2 The client is responsible for ensuring that all assets supplied to the developer are owned by the client or that appropriate licenses have been sourced for their use. The developer is not liable for any claim or suit made in relation to the use of such assets.

3.3 Unless otherwise agreed in writing the client agrees that the developer may use development credits and links within any code that the developer designs, builds or amends. If the developer builds a website, the client agrees that the developer may include a credit and a link on the clients website. Should the client wish to remove the developers credit, this must be approved by the developer beforehand in writing and will be done so at an agreed fee.

3.4 The client agrees to grant the developer the right to include any work done in their portfolio and/or case studies, marketing and advertising without permission.

4 Copy, assets & materials

4.1 The developer reserves the right to refuse the handling of any copy, assets and/or materials that:

   i) the client does not have permission or the correct licenses to use

   ii) are unlawful, offensive and/or inappropriate

   iii) contain viruses

4.2 The client agrees to supply copy, assets and/or materials in a timely fashion that will allow the developer to progress with the work as promised. Delays resulting from the late supply of any copy, assets and/or materials will be at the responsibility of the client.

5 Payment to the developer

5.1 Prices are subject to change without notice

5.2 In the instance where prices have increased after a quote has been sent, the original quote will be honoured providing point 2.1 is met.

5.3 In the instance where prices have decreased after a quote has been sent, the new, cheaper price will be honoured.

5.4 The client agrees to pay a pre-agreed, non-refundable deposit as a means to approve works to be carried out.

5.5 In the instance where work is to be carried out on a website whereby Chameleon is not the "owner" and/or “originator” of the site, the client agrees to pay the amount in full in advance.

5.6 A confirmation may, from time to time, be issued ahead of a project start to outline scope of works and prices. By signing the confirmation the client agrees to Chameleon's terms & conditions. In the instance where a confirmation is not issued, transfer of the deposit shall then confirm that the client has read, understood and agreed to these terms and conditions.

5.7 The balance is due upon completion of the works.

5.8 Website ownership is transferred only upon receipt of full payment. 

5.9 Hourly rates, including 3, 6 and 12 hour blocks of 'development time', are paid in advanced and are non-refundable.

5.10 In instances where the client chooses to pay by a means that incurs a charge (e.g. PayPal), the client is responsible for covering this fee.

6 Work & Timescales

6.1 Timescales are not guaranteed and are provided as a rough guide. 

6.2 Projects that complete after a delivery estimate are not subject to any discounts or refunds.

6.3 Bespoke features, requiring 'custom code,' that are requested separately to or outside of the original website brief, are subject to a separate quote.

6.4 Unless otherwise agreed, custom code is not subject to a time scale and is therefore not redeemable via pre-purchased blocks of 'development time'. However, it is possible to use any monetary balance available via pre-purchased blocks of 'development time' to pay, in part or in full, for these works.

7 Ownership, responsibilities, copyrights & licenses

7.1 The client agrees to abide by all terms and conditions relating to any 3rd party providers which are used in the development of the clients website, including the website platform itself.

7.2 It is the clients responsibility to ensure that all appropriate licenses are acquired and permissions granted for the use of any copyrighted materials including, but not limited to- fonts, icons, images, illustrations, symbols, pictures, logos, trademarks, videos and audio.

7.3 The client agrees to maintain timely and full payment(s) to any 3rd party services, suppliers, apps and/or subscriptions used in the development and running of their website. The developer cannot be held responsible for any interruption in service as a result of any lapsed payments.

7.4 The developer is responsible for taking adequate measures for ensuring websites are built with SEO in mind including appropriate page headers, titles, tags, alt text for images, google indexing and the use of key search terms in the text through-out the website.

7.5 Unless otherwise agreed, the developer is not responsible for continued SEO performance once the ownership has been passed over to the the client.

7.6 As of the 28th May 2018, the client is responsible for complying to the new General Data Protection Regulations (GDPR) set fourth by the EU.

8 Liability

8.1 The developer is not liable for any loss of business and/or disruption caused to a clients website and its functionality by acts of god, telecommunications problems, software failure, hardware failure, 3rd party interference, social disturbances, war or any issues resulting from 3rd party suppliers including, but not limited to; Squarespace (and any future updates they roll out), PayPal, Stripe, OpenTable, YouTube, Vimeo, Facebook, Twitter, Instagram, MailChimp, Google Drive, Google Docs etc

8.2 The developer is not liable for any content added to with website after the date in which ownership was passed over.

8.3 The developer is not liable for any breaches in GDPR.

9 Indemnification

9.1 The client agrees to use all developer services and facilities at their own risk and agrees to defend, indemnify, save and hold the developer harmless from any and all demands, liabilities, costs, losses and claims, including but not limited to legal fees against the developer or its associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the client or its third parties.

9.2 The client agrees that this indemnification extends to all aspects of the project, including but not limited to website content, choice of domain name, use of custom code etc.

9.3 The client also agrees to indemnify, hold harmless and defend, the developer against any liabilities arising out of injury to property or person caused by any product or service sold by the client or any service provided or agreed to be provided or by third parties, including but not limited to infringement of proprietary rights, misinformation, infringement of copyright, delivery of defective services or products that are harmful to any company, person, business, or organisation.

10 Nondisclosure

10.1 The developer and any third party associates agree that, unless directed by the client, it will not at any time during or after the term of this agreement disclose any confidential information. The client agrees that it will not convey any confidential information about the developer to another party, unless directed by the developer.

11 Privacy Policy

11.1 The developer and any third party associates shall use information provided by the client in relation to this agreement in accordance with the Data Protection Act 1998. This information will also be used  to identify the client in communications with them and to contact the client from time to time to offer them services or products that may be of interest to or benefit the client.

12 Interpretation

12.1 Where one or more terms of this 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.

12.2 Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.

12.3 This agreement shall be governed by the laws of England and Wales which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.

12.4 The developer reserves the right to alter these terms at any time without prior notice.

13 Referrals

13.1 Referral fees are paid at 10% of the referred clients first bill (up to the value of £150).

13.2 Referrals must be made via the official referral form found on this site (chameleondd.com/refer).

13.3 Claims can only be made upon completion of the work and once payment has been received in full.

13.4 A confirmation of the referral fee amount will be sent to the email address of the referrer, as entered on application, along with invoicing details, once the projected has been completed.

13.5 Referral fees will be paid 30 days from receipt of the invoice.

Last updated: 23/05/2018