Terms and Conditions

Koss UK Terms and Conditions of Business

This version date: March 1st 2020
Download: PDF.

Definitions
We/Us/Our: Koss UK, individuals and staff
You/Your Business: You or a business in which you are Our client
Website: We define this as a Website, Content Management System (CMS), Mobile Website or App, Blog or other development.

These terms of business become active whether a written contractual agreement is in place or not and as soon as You make a payment, whether a full payment or a deposit for work to be carried out, to Koss UK.

Submitting any payment to Koss UK signifies your acceptance of these terms.

By agreeing for Us to carry out work for You / Your business, You accept that these terms and conditions, whether implicitly spelled out as part of the agreement or not, form the foundation of Our working agreement throughout any and all projects.

Not all sections will be relevant to Your project.

  1. Internet Domain Registrations (where applicable):
    1. Unless agreed otherwise, all domain registrations will be completed in Your name or Your business name.
    2. Any purchased domains will be billed to You at the standard rate at the time.
    3. We charge a one-off fee of £30 for transferring domains from other hosting companies.
    4. Should a third party charge an administration fee for any transfer, this cost will be billed to You in addition to the charge of £30.
    5. Should a third party (previous / existing host) delay the transfer of a domain, thus prompting more emails to be sent or other time consuming steps for Us, the standard hourly charge will apply while pursuing the domain transfer. To avoid such costs, please notify Your existing / previous host and inform them of Your intentions.
    6. Unless agreed otherwise, in the event of transferring any of Your domains away from Our servers there may be a small administration charge depending on the circumstances and complexities of the transfer.
    7. All domain registration requests must be completed in writing either via Our online form or by email. All domain requests made verbally must be confirmed by email.
    8. All domain related charges imposed by registration authorities will be invoiced to You.
    9. We will not be held responsible for any errors duplicated from instructions provided by You or Your authorised representative when purchasing / registering a domain.
    10. We will not be held liable or responsible in any way for delays in registering, moving or transferring a domain to or from Our servers as there are many processes involved and We can only be directly responsible for some of these processes.
    11. All domain registrations are controlled by top-level domain registration organisations and We must abide by the terms and conditions as published by those suppliers.
  2. Website / Content Management System (CMS) / Blog (where applicable):
    1. The style and theme of the Website will be based on any existing promotional material You provide and will duplicate colours and images where applicable, unless specifically instructed otherwise.
    2. Once drafted, an initial site draft showing the theme and layout will be made viewable enabling You and/or your staff to approve/disapprove of the colours, the layout etc.
    3. All corrections or edit requests must be sent to Us in writing by email.
    4. All images used on a Website should be provided to Us royalty free as We cannot be held liable for any copyright infringement if images are provided as a result of them being found on other web sites or printed materials that are not owned by You or Your business.
    5. All transactions performed on an e-commerce enabled web site are Your responsibility and We cannot be liable for any sales that are not fulfilled in any way.
    6. We cannot be held responsible or liable in any way for errors made in text, offers or prices or within any content or functionality that is made available and/or are published as part of on Your Website once the ‘content’ and functionality has been tested by Yourself and the decision has been made to take the Website live.
    7. We cannot be held responsible or liable in any way for any loss of business caused by delays in completing a web project. There are many variables that can impact the duration required to complete and there is no guarantee that any project will complete in a specific timeframe.
    8. We cannot be held responsible or liable in any way for any loss of business caused by errors, delays or functional errors on a Website that was moved from test/draft status to live/active status.
    9. Once a Website is made visible on a test server, in a ‘draft’ environment, it is Your responsibility to test it completely and report all errors, content mistakes, functionality failures or features not working.
    10. You will be entitled to as many changes as is deemed necessary (reasonable quantity of requests) to ensure that You are 100% happy with the look of Your content.
  3. Website Speed Improvement Service:
    1. The speed of your website will be documented based on Google’s PageSpeed Insights tool.
    2. Improvements will be made based on content you provide access to. FTP and any dashboard access must be provided to enable us to make the necessary changes.
    3. Deposits are non-refundable.
    4. The project is deemed completed when the speed of your website is reported by Google’s PageSpeed Insights tool at or below the agreed target speed on 3 separate tests during a 4 hour window.
    5. Any edits made to the website by yourselves or your website team after our website speed improvement service may hinder or completely eliminate the speed improvements and we cannot be held responsible for those changes.
    6. Changes to your website hosting server that impact your website speed are out of our hands and we cannot be help responsible for any impact the server has over your website’s speed.
  4. Retained Search Engine Optimisation (SEO) Services (where applicable):
    1. Due to the guidelines of Google, We cannot make any guarantees to where Your Website will be positioned in the top search engine results.
    2. All keyword suggestions must be sent to Us in writing by email to ensure accuracy and avoid misspellings and misinterpretation.
    3. We will amend your website SEO characteristics as and when required by changes to the workings of Google (etc.,) as and when they occur.
    4. The inclusion of any micro-sites may take from a few weeks to months before being fully indexed if they are hosted on a brand new domain.
    5. The final choice of key words and phrases is Yours however We will make recommendations.
    6. Key words and phrases can be changed or added at any time within the website but the changes may take several weeks to replace those indexed by the search engines.
    7. New content can take anywhere from minutes to several weeks to become indexed and ranked in Google (etc.,).
    8. All “Pay Per Click” (PPC) campaigns are funded by You unless agreed otherwise as part of a retained marketing campaign.
    9. All PPC campaigns are monitored closely and it is Our responsibility to inform You when higher click bids are required and any chances to daily or monthly budget requirements.
    10. All costs associated with paid links will be passed on to You. Any paid links that We feel would be beneficial to Your Website will be suggested to You via email before We buy them and Your confirmation or rejection will be required by email.
  5. Payments, Fees, Renewals, Terminations, Refunds and Cancellations:
    1. Standard hourly rate (for all non-contracted / non-retained work) is £60 per hour or part thereof with a minimum of 2 hours prepaid.
    2. Emergency data recovery / retrieval hourly rate is £200 per hour or part thereof with a minimum of 2 hours prepaid.
    3. Unless paying invoices in advance and/or on an agreed staged plan (ie one-off projects), you will be automatically invoiced prior to the due date each month on on-going or retained projects and all payments are due within 14 days.
    4. You agree to pay all relevant taxes associated with invoices at the current rate at that time (if and where applicable).
    5. You agree to make payments by electronic transfer on or before the due date.
    6. Refunds are not available for any paid invoices for work carried out and billed by the hour or for services purchased for a paid invoice.
    7. Refunds are not available for paid invoices for retained services.
    8. The paid invoice confirms you agreed to this document and accepted the work and/or services as accepted.
    9. For subscription services and retainer agreements payment is required on or before the same day each month (a standing order ensures this is done).
    10. Subscriptions and retainers default to the standard hourly rate when an agreed monthly or annual payment is stopped, cancelled without notice or if an invoice remains unpaid for more than 30 days.
    11. You agree to give Us 90 days notice, in writing, of any cancellation of any part of a monthly agreement / retainer or 60 days notice if within the last 90 days of the agreed term or 30 days notice if within the last 60 days of the agreed term.
    12. All development or designs completed on request beyond that which is outlined in a project specification, valid and current retainer agreement or subscription to services will be charged for at the current hourly rate unless agreed otherwise in writing.
    13. All technical support, including security updates, computer software and operating system upgrades and patches carried out without a valid and current retainer agreement, or in addition to such an agreement, will be charged for at the standard hourly rate unless agreed otherwise in writing
    14. All work (designs, database programming, web programming) and equipment remain the property of Koss UK until paid for in full.
    15. Non-payment of invoices: It is a legal requirement that We make clear any and all actions that will or could be taken in the event of unpaid invoices. In addition to any previously mentioned action for unpaid invoices or stopped payments;
      1. Any invoice for Website maintenance (typically sent monthly by email) that remains unpaid following the due date (shown clearly on the invoice) will put the Website at risk of being suspended, without notice, which will incur additional costs for reinstating the Website.
      2. Any invoice for search engine optimisation (typically sent monthly by email) that remains unpaid following the due date (shown clearly on the invoice) will instantly suspend, without notice, any and all on-going search engine optimisation.
      3. If the invoice for a new Website is not paid by the due date the new Website may be suspended, without notice, which will incur additional costs for reinstating the Website.
      4. Domain renewal invoices must be paid in full at least 5 days prior to the domain renewal date. If a domain renewal invoice is not paid by the due date, the website and any associated email accounts will be disabled and the domain may expire.
      5. Unpaid invoices related to any Website or website related service may render any hosting agreement(s) suspended without refund for any period the website and/or email accounts and/or other services remain unpaid.
      6. The minimum costs of reinstating a Website that has been suspended due to non-payment of invoice(s) is £100 but could be more depending on the complexities and scope of the Website.
      7. Unpaid invoices relating to a domain registration or renewal which resulted in Koss UK paying the registration or renewal fee; the relevant domain name(s) will become the property of Koss UK for the duration of the registration or renewal period (typically 1 or 2 years).
      8. Domain, websites and email account transfer requests will not be fulfilled while any invoices remain unpaid or if a previous renewal was not paid.
      9. If Your Website or hosting service is suspended due to lack of payment any email accounts associated with the domain will also be suspended.
      10. If your Website or hosting service is suspended due to lack of payment any email forwarding associated with the domain (eg: redirecting from any and all email addresses at Your domain to Your primary email account) will also be suspended.
    16. Renewals and Terminations: All correspondence related to renewals and terminations must/will be sent in writing.
      1. All correspondence from Us regarding renewals and terminations will be sent to You in writing by email to the same email address You have confirmed at the start of any agreement (typically the same email used by us to send you your invoices).
      2. All correspondence from You to Us regarding renewals and terminations must be sent in writing. Such requests will not be considered final if made verbally.
      3. Termination of services that require website(s) and/or email account(s) to be transferred to another host without data loss will incur fees to be determined at the time but a minimum of £150 for a website and £50 per email account will be charged. This will require access to the current and destination host accounts in order to be carried out.
      4. Termination of services that require website(s) and/or email account(s) to be transferred to another host cannot be carried out if/while any invoices remain unpaid or if an agreement (subscription / retainer) is terminated without notice.
      5. Ongoing services that are regularly have regularly renewed monthly or yearly (for example: SEO services, Domain registrations, Website Hosting, Subscribed Services, Support Retainers, Security, Software Licensing, etc) will automatically renew and continue into a new period if not cancelled by You during the current period or within the 90, 60 or 30 day period requirements set out in these Terms and Conditions.
      6. Failure to respond to any renewal notification, including any notification of a pending price increase; will be considered an agreement by You to the contents of the notification and any price increases within. The new price will be invoiced at the start of the next invoice period.
      7. Failure to respond to a “Termination of Services” or “End of Services” notification will be considered an agreement and the services referred to in the notification will be terminated on or about the date the current period ends, without further notice.
      8. Failure to respond to a “Termination of Services” or “End of Services” notification while any current invoice remains unpaid beyond the payment due date shown on the invoice, regardless of any remaining time on any current agreement, will result in an instant termination of the services provided (website, CMS, etc), without further notice.
    17. Refunds: All correspondence related to refunds must/will be sent in writing.
      1. Funds will be returned (refunded) IN FULL if requested before any work has commenced (e.g.: deposits, retainers).
      2. Partial refunds will be considered if part of the work has been carried out and the project is terminated for ANY reason, by You / the client.
      3. Upfront payment for usability testing or website analysis are non- refundable.
      4. Retainers for initial website analysis as part of a maintenance agreement are final and will not be refunded for any reason.
      5. Monthly retainers are non-refundable once paid even if You / the client requests no work during the period the retainer covers.
      6. All money paid will be returned (refunded) if no work has or can be started.
      7. Partial (proportionate) refunds will be considered based on the amount of work completed if and while the Website is located on the test server controlled by Us.
      8. Partial (proportionate) refunds will be considered if the project cannot be completed due to reasons not covered here, within the (any) agreement or purely unforeseen.
      9. Refunds will only be considered up to the point the Website goes live (moved from a test server).
      10. Refunds will not be granted or considered for any reason relating to a Website once a Website has remained in a fully active draft/test/review state on test environment (during which it can, and should, be tested rigorously and completely) in excess of 30 days before ‘launch’.
      11. Refunds will NOT be granted or considered if [a] the Website remained in a test environment where all features and functionality could (and should have been) fully tested by You and [b] it remained in ‘test’ status for more than 30 days and then [c] You (the client) made the decision for Us to make the website live.
      12. Refunds for development will NOT be granted or considered once You (the client) make the Website live (e.g.: on its own publicly accessible domain / URL).
  6. Copyright and Ownership:
    1. All website content is owned by You once the project is completed and paid for.
    2. The platform, hosting service and systems behind any service(s) (including website related) that is/are provided under the arrangement of ‘Software As A Service’ (or ‘SaaS’ for short), ie Cloud based databases and business management systems, remain the property of Koss UK unless full ownership transfer and costs have been agreed otherwise in writing.
  7. Confidentiality:
    1. While We may refer to internet marketing strategy examples in sales, promotional materials, training and consultancy, at no time shall We disclose any details of your internet marketing activities at any time during or after this agreement term.
    2. You agree not to disclose any part of the Internet marketing strategies and/or methods used by Us during or after fulfilment of the term of this agreement.
  8. Changes to these Terms and Conditions:
    1. You are encouraged to review the latest version of these terms and conditions on at least a yearly basis and take note of all changes.
    2. These terms and conditions, including any changes, form the agreement between You / Your business and Us for the duration of any agreement unless agreed otherwise in writing (email).
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