Client Service Standard Terms & Conditions

The following terms and conditions apply to the service(s) provided by Passion4Social

General Terms & Conditions of Business
1. These Terms and Conditions reflect Passion4Social’s commitment to delivering purposeful, collaborative and high-quality services. They supersede any previous versions and apply to all current and future projects undertaken by Passion4Social unless otherwise agreed in writing with The Client. Passion4Social may update these Terms and Conditions from time to time to reflect changes in our services, practices or legal requirements. Any updated terms will be communicated clearly and will apply to projects commenced after the revised terms come into effect, unless otherwise agreed in writing.
2. Acceptance of Terms
  1. By engaging Passion4Social and accepting a quotation, proposal or confirmation of services, the Client acknowledges that they have had the opportunity to review these Terms and Conditions and agrees that they form part of the agreement between Passion4Social and the Client.
  2. Acceptance of a quotation or proposal, commencement of work, or use of Passion4Social’s services constitutes acceptance of these Terms and Conditions in full, unless otherwise agreed in writing by both parties.
  3. Passion4Social is committed to working transparently and collaboratively with its Clients, and these Terms and Conditions are intended to provide a clear framework for a positive and effective working relationship.
3. Quotes & Prices
  1. Quotations are valid for a period of 30 days, unless otherwise agreed in writing.
  2. Passion4Social reserves the right to alter or decline to provide a quotation after expiry of the 30 days.
  3. Quotes/Proposals are based on the information provided by The Client, including but not limited to, details on quantities, structure, scope, and functionality. Any quote/proposal will therefore be subject to change should The Client’s requirements change at any time.
  4. The quotation provided is based upon what Passion4Social anticipate the creativity, time, and production requirements to be, based on previous experience and on typical processes, plus The Client’s co-operation in provision of content, meeting deadlines and approvals. Within reason, additional charges may be payable if there are significant variations to this. The Client would be made aware of any additional charges in advance.
  5. Charges are unlikely to deviate significantly from those quoted unless requirements change, however, The Client should allow at least a 10% – 30% contingency on price when considering budget to allow for potential unanticipated requirements or additional development. Please note that late payment of invoices may also result in additional charges being incurred.
  6. The quotation provided allows for occasional meetings at key stages for a ‘reasonable’ length of time between Passion4Social and The Client. Some meetings may incur additional charges for time spent. The Client would be made aware of additional charges in advance.
4. Passion4Social’s Performance
  1. Passion4Social shall perform the Service(s) agreed with reasonable care and skill, in accordance with generally recognised commercial practices and standards in the industry; and laws and regulations applicable to the Service(s).
  2. No creative or development work will commence until after the proposal or quote agreement is received in writing and a minimum payment of 50% of the agreed costs has been received (unless otherwise agreed). Typically, work will commence within ten working days of initial payment receipt (unless otherwise agreed).
  3. Any anticipated completion date provided by Passion4Social is subject to options chosen and The Client’s co-operation in provision of information, resources (logos, images etc), approval and receipt of final payment. Passion4Social will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amendments requested, additional requirements and late payments may potentially result in delays. Timelines provided are estimated and Passion4Social will not be liable if the project over-runs due to delays caused by The Client’s passing of information or approval, or any third-party issues or force majeure.
  4. At the end of each stage of the process (including – but not limited to – before sending an item to print or publishing a website, etc) The Client will need to ‘sign-off’ their approval by email. No further development will be undertaken until Passion4Social is in receipt of written approval confirmation. Any amends to work after approval may incur additional charges for further time spent. The Client would be made aware of additional charges in advance.
5. The Client’s obligations
  1. The Client shall co-operate with Passion4Social in all matters relating to the service(s)
  2. The Client shall delegate a single individual (unless otherwise agreed) as a primary contact to aid Passion4Social with progressing the commission in a satisfactory and expedient manner.
  3. The Client shall provide to Passion4Social, in a timely manner, such client material and other information as Passion4Social may reasonably require and ensure that such material and information is accurate in all material respects.
  4. Passion4Social is a small business, to remain efficient it must ensure that work programmed is carried out at the scheduled time. On occasions, offers for other work may be rejected to ensure that The Client’s service(s) is provided at the agreed times. Therefore, The Client should provide all the requested information as agreed. If The Client agrees to provide Passion4Social with the required information and subsequently fails to do so within the agreed timeframe, Passion4Social may need to review time scales for all subsequent activities in the timeline, resulting in delays to the service. Passion4Social also reserves the right to close the project and any outstanding balance will become payable immediately if The Client fails to meet deadlines of activities within the agreed timeline.
  5. The Client acknowledges that the late supply of client material may have an impact on Passion4Social’s ability to deliver the Service(s). If Passion4Social’s performance of its obligations under the agreement is prevented or delayed by any act or omission of The Client, its agents, subcontractors, consultants, or employees, Passion4Social shall not be liable for any Page 3 of 17 costs, charges or losses sustained or incurred by The Client arising directly or indirectly from such prevention or delay.
  6. The Client shall ensure that all client material is owned by The Client, or, if not, ensure that The Client has permission from the legal owner to enable Passion4Social to legitimately use the material in the provision of the service(s)
6. Design Credit
  1. Appropriate credit and acknowledgment for work produced by Passion4Social should be attributed to Passion4Social where possible (for instance written in small text on the back of a printed item or at the bottom of a website) and may be referenced for Passion4Social’s promotional purposes unless otherwise prearranged with The Client.
Web-Design & Development Services
1. After the quote/proposal for website design and development services has been approved and the initial payment has been received, The Client and Passion4Social will discuss the briefing, expectations, and estimated timeline. After which Passion4Social will plan the work to be completed.
2. Passion4Social’s best creative ideas will be digitally presented to The Client in the form of a validation document. This document will act as a reference point to guide the website development. Once the validation document has been approved by The Client, the full timeline will be confirmed and agreed by both parties. On the final website, some features may vary slightly from this static representation, but Passion4Social will keep it as close as possible to the static images.
3. Unless otherwise stated, all copy and images will be provided by The Client. Passion4Social will contribute to this (through headlines, top-line messages, creating illustrations, icons, and other visual resources to support the design, etc) as a natural part of the creative process. Passion4Social can provide a full copywriting service or copy advice, as well as images at an additional cost if requested by The Client.
4. The Client should deliver finalised text content for the new website to Passion4Social by the agreed deadline, as a Microsoft Word document (or similar) with the pages in the supplied document representing the relevant pages on The Client’s new website.
5. Unless otherwise stipulated, Passion4Social is not responsible for ensuring that The Client’s website is catalogued or ranked highly by any search engine.
6. An initial SEO set up is included with the service provided to The Client as standard. Initial SEO set includes Sitemap, Metatag, Schema Markups, Robots.txt, H1 on pages, Image optimisation, Alt Text description, content introduction (only for main pages), content readability (only for main pages), fixing of crawl errors, fast loading, fixing of broken links, mobile-friendly, HTTPS (SSL certificate if contracted only), and fixing duplications. Ongoing SEO work is not included. Upon request by The Client, Passion4Social can provide a quote for ongoing SEO work, to ensure the parameters are kept up to date over the constant changes of algorithms on the many available search engines, and to maximise the achievements of any marketing campaigns.
7. Passion4Social cannot guarantee the appearance of any website designed will not alter within the confines of non-specified browsers or monitor dimensions. Websites are designed to work with the most popular current browsers (e.g., Safari, Google Chrome, etc.).
  1. The Client agrees that Passion4Social cannot guarantee correct functionality with all browser software across different operating systems.
  2. Passion4Social is not responsible for web pages not displaying correctly on new versions of browsers released after the website has been designed and handed over to The Client.
  3. Passion4Social reserves the right to quote for any changes required to website designs or codes due to updated versions of browser software.
8. Upon request, Passion4Social can purchase domain names on behalf of The Client. Alternatively, The Client can provide the domain details. Unless otherwise stipulated in writing, it is The Client’s sole responsibility to ensure payment (monthly or annual) and renewal for the domain name, and also the web-space associated with The Client’s website. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Passion4Social. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
9. Although Passion4Social may sometimes offer the set-up of mailboxes as part of its website publishing service, Passion4Social is not responsible for any problems that occur as a result of The Client’s own email software or set up.
10. Upon project completion, and receipt of final payment, Passion4Social will supply The Client with all login information pertaining to The Client’s site. If payment for design or development services is not received within the agreed time period, Passion4Social reserves the right to remove any unpaid-for content from The Client’s website.
11. Passion4Social is not responsible for any alterations occurring to The Client’s website once installed, caused by a third party. Such alterations include, but are not limited to, additions, modifications, or deletions.
12. Should The Client wish to keep their website content up to date themselves upon project completion, Passion4Social can provide a quote for additional services such as a website editing manual and website training session(s) covering Google Analytics, the Dashboard, Content management, File uploads, Plugin management, and other topics according to the chosen solutions during development.
13. After receipt of final payment, Passion4Social will install and publicly post or supply The Client’s website by the agreed date unless a delay is specifically requested and agreed by both parties. If The Client chooses not to purchase Passion4Social’s hosting service and instead has made their own hosting arrangements for the website, upon final design approval, The Client shall provide Passion4Social with temporary access to The Client’s storage directories which must be accessible via FTP. Passion4Social will then install the website on The Client’s chosen server. Depending on the specific nature of the project, other resources might also need to be configured on the server.
14. Passion4Social is not responsible for the maintenance, monitoring or upkeep of said site, unless otherwise agreed in writing. After installation on The Client’s chosen server, any changes or further support required from Passion4Social, will be billable. Passion4Social offers monthly website maintenance and support services and can provide a quote for these additional services upon request by The Client.
15. Protections are in place to guard against an attack on the website by a hacker or someone with malicious intent, but Passion4Social cannot and do not guarantee that those protections will be 100% effective at preventing damage from an attack. If damages do occur as a result of such an attack, Passion4Soocial will make reasonable effort to restore the site to an undamaged state.
16. Passion4Social recommends that The Client always keep a separate copy of any text, photos, videos, or other media that are posted on the website. Passion4Social are not liable for any lost information or media as a result of damage to the website, regardless of the cause.
17. Protections are also in place to protect website users’ data. However, it is The Client’s responsibility to ensure a Privacy Policy is in place. In the case of a security breach, it is possible that data could be exposed. Passion4Social are not liable to The Client or any third party for damages, including lost profits, lost savings, or other incidental, consequential, special, or punitive damages arising from any exposure of website user data, regardless of the cause.
Mobile Application Development Services
1. After the quote/proposal for mobile application (APP) development services has been approved and the initial payment has been received, The Client and Passion4Social will discuss the briefing, expectations, and estimated timeline. After which Passion4Social will plan the work to be completed.
2. Passion4Social’s best creative ideas will be digitally presented to The Client in the form of a validation document. This document will act as a reference point to guide the APP development. Once the validation document has been approved by The Client, the full timeline will be confirmed and agreed by both parties. On the final version of the APP, some features may vary slightly from this static representation, but Passion4Social will keep it as close as possible to the static images.
3. Unless otherwise stated, all copy and images will be provided by The Client. Passion4Social will contribute to this (through headlines, top-line messages, creating illustrations, icons, and other visual resources to support the design, etc) as a natural part of the creative process. Passion4Social can provide a full copywriting service or copy advice, as well as images at an additional cost if requested by The Client.
4. The Client should deliver finalised text content for the APP to Passion4Social by the agreed deadline, as a Microsoft Word document (or similar) with the pages in the supplied document representing the relevant pages/screens on The Client’s new APP.
5. Passion4Social will use reasonable efforts to have the APP approved by the iTunes (Apple) and Play (Android) app stores within the UK. Although there is generally a high likelihood of approval, we do not and cannot guarantee approval. If the app is continually denied by the app stores because The Client has not accepted Passion4Social’s advice on what changes are required for the approval of the app by the app stores, The Client will not be entitled to a refund of the setup fee.
6. Passion4Social will develop the APP using up-to-date coding languages used by the app stores, and the specification will be included in the project proposal.
7. In the event of there being customised development work, the quotation provided will be a best estimate based on current understanding at the time of quotation, and with a view of it not taking more than the number of days of development effort quoted. In the event of it taking longer because of the need for additional resources or variations by The Client, the standard Passion4Social rates will apply.
8. Passion4Social covers the setup fees for the first year of iTunes (Apple) and Play (Android) app stores. For the subsequent years, The Client will be responsible for ensuring payment (monthly or annual) to app stores. In the case of paid apps, any app stores’ percentages are The Client’s responsibilities.
9. Upon request, Passion4Social can purchase domain names on behalf of The Client. Alternatively, The Client can provide the domain details. Unless otherwise stipulated in writing, it is The Client’s sole responsibility to ensure payment (monthly or annual) and renewal for the domain name, and also the virtual space associated with The Client’s APP. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Passion4Social. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
10. Passion4Social cannot guarantee the appearance of any APP designed will not alter within the confines of non-specified mobile devices and tablets. APPs are designed to work following the app stores protocols.
  1. The Client agrees that Passion4Social cannot guarantee correct functionality with all mobile devices and tablets across different operating systems.
  2. Passion4Social is not responsible for APP pages/screens not displaying correctly on new versions of operational systems and app stores after the APP has been designed and handed over to The Client.
  3. Passion4Social reserves the right to quote for any changes required to APP designs or codes due to updated versions of operational systems and app stores.
11. Passion4Social does not warrant and is not responsible for any products or services, including delivery of messages by carriers, on other networks or on other providers’ systems or infrastructure which is beyond the best efforts of Passion4Social, which it is accepted to have been made by Passion4Social on its own systems.
12. No additional programming or support charges shall be levied by Passion4Social to The Client other than the initial development and monthly charges unless required and agreed by The Client in writing in advance of such work.
13. Where Passion4Social should incur any additional charges, Passion4Social will notify The Client of any such charges as soon as practicable thereafter and The Client shall have their right to decline same.
14. All service charges are based on Passion4Social’s standard reporting being provided. Additional reporting requirements may incur additional charges pre-agreed with The Client.
15. The agreed setup charge shall include design of pages/screens and deployment to the relevant stores of Apple and Android. There shall be no additional establishment charges for app design or for building the app unless further customisation requires it to be higher.
16. Passion4Social will not accept responsibility for any server down time, server delayed response time, network issues, or any other issues caused by interruption or intermittent issues of the underlying hosting service provider.
17. Upon project completion, and receipt of final payment, Passion4Social will supply The Client with all login information pertaining to The Client’s APP. If payment for design or development services is not received within the agreed time period, Passion4Social reserves the right to remove any unpaid-for content from The Client’s APP.
18. Passion4Social is not responsible for any alterations occurring to T he Client’s APP once delivered, caused by a third party. Such alterations include, but are not limited to, additions, modifications, or deletions.
19. Should The Client wish to keep their APP content up to date themselves upon project completion, Passion4Social can provide a quote for additional services such as an APP editing manual and APP training session(s) covering Google Analytics, the Dashboard, Content management, File uploads, and other topics according to the chosen solutions during development.
20. After receipt of final payment, Passion4Social will install and publicly post or supply The Client’s APP by the agreed date unless a delay is specifically requested and agreed by both parties. The Client shall provide Passion4Social with temporary access to The Client’s storage directories which must be accessible via the hosting service provider’s control panel. Passion4Social will then install the APP on The Client’s chosen server. Depending on the specific nature of the project, other resources might also need to be configured on the server.
21. Passion4Social is not responsible for the maintenance, monitoring or upkeep of said APP, unless otherwise agreed in writing. After installation on The Client’s chosen server, any changes or further support required from Passion4Social, will be billable. Passion4Social offers monthly APP maintenance and support services and can provide a quote for these additional services upon request by The Client.
22. Protections are in place to guard against an attack on the APP by a hacker or someone with malicious intent, but Passion4Social cannot and do not guarantee that those protections will be 100% effective at preventing damage from an attack. If damages do occur as a result of such an attack, Passion4Soocial will make reasonable effort to restore the site to an undamaged state.
23. Passion4Social recommends that The Client always keeps a separate copy of any text, photos, videos, or other media that are posted on the APP. Passion4Social are not liable for any lost information or media as a result of damage to the APP, regardless of the cause.
24. Protections are also in place to protect APP users’ data. However, it is The Client’s responsibility to ensure a Privacy Policy is in place. In the case of a security breach, it is possible that data could be exposed. Passion4Social are not liable to The Client or any third party for damages, including lost profits, lost savings, or other incidental, consequential, special, or punitive damages arising from any exposure of APP user data, regardless of the cause.
25. It is The Client’s responsibility to comply with any advertising and promotion laws, serving third- party advertising through or in connection with the APP, or conducting or promoting contests or sweepstakes in or through the APP. In addition, The Client should evaluate whether the app itself may be considered to be advertising.
Hosting, maintenance, and Support Services
1. Passion4Social offers hosting services for websites built for The Client using servers which are managed by a third-party host (‘ 3rd Party Host‘).
2. Passion4Social’s hosting service includes basic website hosting and a web application firewall as standard. The purchase of a Hosting Plus package includes the basic website hosting, a web application firewall and monthly maintenance. The purchase of a Hosting Pro package includes basic website hosting, a web application firewall, monthly maintenance, and support as well.
3. Maintenance is defined as maintaining the site to the same level/standard to which it is launched. This includes monthly system checks and WP / plugin updates and resolving issues resulting from these updates.
4. Support includes questions and minor content updates (e.g., removing/swapping images around, changing the wording of content, etc). Any updates/changes that involve adjustments to layout and design will incur additional costs. Any additional costs will be agreed in advance by The Client.
5. If the domain(s) is to be provided by The Client, Passion4Social will liaise with The Client to ensure the website is available on the hosting servers. Alternatively, upon request, Passion4Social can purchase the agreed domain names on behalf of The Client. Payment and renewal of domain names is the responsibility of The Client.
6. Passion4Social can provide an SSL (Secure Sockets Layer) certificate to authenticate The Client’s website and allow it to switch from HTTP to HTTPS encryption, protecting the exchange of valuable information visitors send to or receive from a website. The SSL certificate will be provided at no extra cost only if the domain(s) is hosted by Passion4Social, otherwise the SSL certificate will be an extra service and will incur an additional charge. If purchased as an extra service, Passion4Social will also provide support with the installation of the SSL certificate.
7. Passion4Social will provide The Client access to the website via a URL together with a username and password unique to The Client. No direct access to server hardware, operating system, database management system or other system resources shall be provided.
8. The Client shall not, and shall procure that all authorised users shall not, divulge the username or password to any person. The Client shall, and shall procure that all authorised users shall, use all reasonable precautions to keep usernames and passwords confidential. The Client shall notify Passion4Social immediately if it becomes aware of any unauthorised use of the service.
9. The Client agrees that they shall:
  1. a. encrypt any personal data, if required (as defined in applicable Data Protection legislation) transmitted in using the service.
  2. b. comply with the laws applicable to the use of the service.
  3. c. abide by any acceptable use policy (‘AUP’) in respect of the 3rd Party Host, which Passion4Social may provide to The Client together with any applicable amendments from time to time.
  4. d. co-operate with Passion4Social and/or the 3rd Party Host’s investigations of any outage of the service, security problems or suspected breach Agreement.
10. Passion4Social may suspend the service without liability if the 3rd Party Host suspends its hosting service on the basis that:
  1. a. it reasonably believes that its servers are being used in violation of its agreement with Passion4Social
  2. b. there is an attack on Passion4Social’s or The Client’s server(s), or there is another event for which the 3rd Party Host reasonably believes that the suspension of its hosting service is necessary to protect its network or its other customers, or
  3. c. it is required by law
11. Passion4Social will give The Client as much advance notice of such a suspension as possible up to twelve hours unless the 3rd Party Host determines in its reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect its or its other customers from imminent and significant operational or security risk.
12. If the 3rd Party Host ceases permanently to provide its hosting service for whatever reason, Passion4Social will use all reasonable endeavours to transfer the service to a different Host without interruption of the service. However, if Passion4Social is unable to do so, it may terminate the service on giving The Client as much notice as reasonably practicable, but without liability to The Client
13. Passion4Social shall use all reasonable endeavours to ensure the service is available for use 24 hours per day. However, the service may be subject to essential and scheduled maintenance during which time the service may be temporarily suspended. If temporary suspension is likely, Passion4Social will provide The Client with as much notice as reasonably practicable of any such essential and scheduled maintenance.
14. Upgrading to the latest version of the service is mandatory for all clients and will take place periodically, with new functionality added each time. All upgrades to the service software and infrastructure are included in the annual hosting fee.
15. The Client agrees that Passion4Social may interrupt the service at any time for any duration without liability where necessary to prevent damage to the service or improper or unlawful use of the service, or for any emergency maintenance of the Hosted Server Platform.
16. Although the standard of Passion4Social’s hosting packages is high and Passion4Social works with its 3rd Party Host to ensure that the service is reliable and that any website downtime is minimised, Passion4Social cannot guarantee that there will not be occasions when The Client’s website will not be available online. Passion4Social is not liable for any such downtime that The Client’s website may experience, regardless of the cause. Nor does Passion4Social accept any responsibility for any error, omission, or misrepresentation in relation to the websites hosted or for any loss, damage, cost, or expense (whether direct, indirect, consequential, or otherwise) suffered by any user of the websites hosted or any other party. Passion4Social makes no warranties or representations of any kind that hosting will be uninterrupted, error-free or that the website or the server that hosts the website are free from viruses or other forms of harmful computer code. In no event shall Passion4Social, its employees or agents be liable for any direct, indirect, or consequential damages resulting from the hosting of websites on the servers.
17. Passion4Social shall store all of The Client’s data created and managed on its 3rd Party Host’s servers. Passion4Social shall procure that The Client’s data is backed-up as follows:
  1. a. incremental back-up of data shall be performed approximately daily in respect of new transactions during the day.
  2. b. daily back up of all The Client’s databases, back-up stored on the 3rd Party Host’s servers
  3. c. each customer’s data are backed-up individually and can be restored separately.
18. Passion4Social is not responsible for the integrity of The Client’s data or the fact that the data may be corrupt.
19. Passion4Social reserves the right to charge for any additional amounts charged to it during the term of this Agreement in respect of the 3rd Party Host.
Digital Accessibility Audits
1. After the quote/proposal for Digital Accessibility Audit services has been approved and the initial payment has been received, The Client and Passion4Social will discuss the briefing, expectations, and estimated timeline. After which Passion4Social will plan the work to be completed.
2. Passion4Social’s assessments on digital tools consist of automated tests, manual tests, simulation tests, accessibility statements, and accessibility consultancy, that can be acquired individually or as part of a project. All services are executed by using Web Content Accessibility Guidelines (WCAG) 2.1 and are mindful of the British Standard (BS) 8878 Web Accessibility Code of Practice.
3. Automated Tests are performed with third-party tools available in the market and disclosed at the time of the proposal. Passion4Social commits to using the best tools according to its team’s expertise, and for internal use only. All costs related to these third-party tools are Passion4Social’s responsibility. However, there is a reliance on the good practices of these tools when presenting the results, and Passion4Social cannot be responsible for any eventual failure of the functionality of these tools. Passion4Social will try to respond positively in order to correct the results presented if there is such an occurrence.
4. Manual and Simulation Tests are performed by trained members of Passion4Social’s team, bound by confidentiality agreements.
5. To improve the delivery of the accessibility audit, Passion4Social will require access to The Client’s Analytics tool (e.g.: Google Analytics), if available, or access to requested analytics data.
6. Unless otherwise stipulated, Passion4Social is not responsible for ensuring that The Client’s website is catalogued or ranked highly by any search engine, although market accessibility data points out benefits to SEO.
7. Passion4Social’s Automated tests simulate the current most popular browsers (e.g., Safari, Google Chrome, etc.), on desktops, tablets and mobiles. However, Passion4Social cannot guarantee the appearance of any website will not alter the accessibility assessment results at the time of the tests.
  1. a) The Client agrees that Passion4Social cannot guarantee correct assessment of functionalities with all browser software across different operating systems.
  2. b) Passion4Social reserves the right to quote for any changes required for tests and audits, due to updated versions of browser software or any other software.
8. Upon project completion, and receipt of final payment, Passion4Social will supply The Client with all reports and provide assistance after their deliveries to clarify any questions or doubts. If payment for accessibility audit services is not received within the agreed time period, Passion4Social reserves the right to pause or stop any unpaid services.
9. Passion4Social is not responsible for any alterations occurring to The Client’s website once tests start. Such alterations include, but are not limited to, additions, modifications, or deletions. The reports will show what was tested and the dates they were tested. It is the responsibility of The Client to identify any changes or inconsistencies due to these alterations. If The Client requires assistance with this, Passion4Social will provide a quote for any additional time.
10. Passion4Social is not responsible for the maintenance or monitoring of the accessibility changes of the digital tools or websites unless otherwise agreed in writing.
11. Accessibility conformance is The Client’s responsibility, but Passion4Social can provide a quote to help The Client to meet higher standards of accessibility.
Fees & Payment
1. All hosting services are required to be paid annually in advance (unless otherwise agreed in writing). All creative design, development, accessibility, and consultancy services require an upfront minimum payment of 50% of the agreed costs (unless otherwise agreed in writing).
2. Remaining fees must be settled in full prior to go live, upload to server or final delivery of assets and materials (unless otherwise agreed in writing). Please note that Passion4Social will be unable to proceed with final delivery without receipt or proof of this payment. Failure to make final payment at this point may result in delays in final service delivery and late payments may result in additional charges being made.
3. If a quotation has been provided where a project will be approached in ‘phases’, each stage will need to be paid in full on completion of each stage, before Passion4Social is able to progress to the next phase. Please note that Passion4Social will be unable to proceed without receipt or proof of this payment.
4. If any project exceeds the estimated timeline agreed, Passion4Social reserves the right to invoice 25% of any outstanding balance, with the remaining 25% payable on completion. Passion4Social reserve the right to invoice for completed work irrespective of content or final approval being provided by The Client.
5. Any printing or other third-party service(s) that are provided by Passion4Social will require a minimum up-front payment of 75% (possibly higher in relation to value) of the agreed cost (this figure will be at the discretion of Passion4Social and may in some cases be as much as 100%). Please note that Passion4Social will be unable to proceed with this service without receipt or proof of this payment.
6. The Client agrees to reimburse Passion4Social for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography, printing services etc.
7. Passion4Social’s standard payment terms are 7 days from the date of invoice. Unless otherwise agreed in writing, all invoices are due for payment within seven days of any invoice date. Delays in payment could have an impact on project time scales.
8. Payment for service(s) is due by card payment or bank transfer only. Details for making payment will be provided on the invoice.
9. Accounts that remain unpaid 8 days after the date of the invoice may be assessed a service charge in the amount of the higher of five percent (5%) or £30 of the total amount due every seven days. Passion4Social may withhold services and cease to work on The Client’s account if payments are unduly delayed.
10. If the Agreement is terminated before the project is complete, in accordance with clause 7.1, The Client will be obligated to pay for only the pro-rata portion of the work that has been completed. If advance payment has been provided, Passion4Soocial will refund The Client the pro-rata portion of the work that has not been completed. For hosting, maintenance, and support services, Passion4Social offer no refunds if The Client terminates the service during The Client’s current annual billing period.
Termination
1. Early termination of services by The Client must be requested in writing giving thirty (30) days’ notice and will be effective from receipt of such notice. Telephone requests for termination of services will not be honoured until and unless confirmed in writing.
2. The Client will be invoiced for work completed to the end of the notice period.
3. Termination of Agreement shall not affect any accrued rights or liabilities, nor shall it affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
4. Notwithstanding any term of the Agreement, Passion4Social may terminate the agreement and terminate access to the service, or suspend the service, immediately by notice if The Client:
  1. a. is in breach of any of its obligations (including without limitation payment of the charges on the due date)
  2. b. and, in the case of a breach capable of remedy, fails to remedy the same within 21 days after receipt of a notice giving full particulars of the breach and requiring it to be remedied. A breach shall be considered capable of remedy if The Client can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
5. Either party may terminate this agreement immediately in the event that either party:
  1. a. makes any voluntary arrangement with its creditors or becomes subject to an administration order.
  2. b. has a receiver or administrative receiver appointed over any of its property.
  3. c. goes into liquidation; or
  4. d. ceases, or threatens to cease, to carry on business.
6. The Client will not be entitled to any refund or compensation for any loss or damage resulting from Passion4Social terminating or suspending the service in accordance with the terms and conditions of service.
7. If the agreement is terminated, The Client shall advise Passion4Social as to the disposition of The Client’s data that is stored as part of the service. Subject to payment of a reasonable service charge not to exceed one month’s fee for the service, Passion4Social shall arrange for transfer in electronic format of such data to The Client no later than fourteen (14) days after termination of the service, after which The Client’s data shall be deleted by Passion4Social.
8. In the event no disposition instructions are provided, or payment of the disposition service charge is not made, Passion4Social may delete irretrievably The Client’s data on termination or at any time following termination.
Proprietary Rights
1. For all design related services, until payment is received in full, designs, artwork and rights to design and artwork (whether in digital or printed format) remain the intellectual property of Passion4Social. Full copyright and ownership of all ‘commissioned’ work will reside with Passion4Social until full payment has been received, at which point Passion4Social will surrender to The Client, all claims of ownership and full copyright for final work produced (not including alternative designs, concepts, options, files, images, or documents developed throughout the process). This agreement is subject to appropriate credit and acknowledgment appearing wherever possible and Passion4Social’s right to use the work for self-promotion in its portfolio, in presentations, in advertising, in print and online.
2. If requested, Passion4Social will (at its discretion) provide The Client with end-artwork in its final form (e.g., print-ready PDF). However, Passion4Social does not by default (and possibly without further charge) provide The Client with original artwork or HTML code (for example an InDesign file, layered Photoshop file or HTML source file) or any ‘working’ or ‘development’ files, rejected concepts and designs, images or documents generated throughout the project. Ownership and copyright of all unused or rejected files, documents and designs will reside with Passion4Social for non-exclusive future use. Should The Client require a source file, an additional charge may be payable.
3. Passion4Social will never knowingly infringe any copyright or trademark and will deliver, to the best of their knowledge, creative solutions that are original and unique to Passion4Social. Unless otherwise agreed in writing, it is the responsibility of The Client to ensure that no copyright or trademark has been infringed and to make their own application for copyright or trademark with the ‘UK Intellectual Property Office’ if required.
4. For all web related projects, unless specifically stated, once payment is received in full The Client will retain 100% ownership of the web page design only. Ownership is not applicable to proprietary software and programs or source code, such as databases, e-commerce and/or content management systems, web application source code or flash files/animations.
5. All digital accessibility audit related services, (including full Accessibility Audits, Automated Tests, Manual and Simulation Tests, Accessibility Statements, Reports, Consultancy) are provided using processes, training, delivery systems, and knowledge, which are Passion4Social’s intellectual property, and will not be shared with The Client, unless otherwise agreed in writing.
6. Third-party suppliers reserve the proprietary rights to the Automated test Tools used. All usage of Automated test Tools for the Service will occur internally by Passion4Social.
7. Tailored training and special audit services may allow for the proprietary rights to be transferred to The Client, if agreed in writing before the service work begins.
Confidentiality
1. Confidential Information refers to any data or information relating to the business of The Client which would reasonably be considered proprietary to The Client, including but not limited to, sales records, business processes, and client records, and that is not generally known in the industry of The Client, and where the release of that Confidential Information could reasonably be expected to cause harm to The Client.
2. Passion4Social will ensure that The Client’s data is treated with the utmost security and will act reasonably to protect such information and treat it as strictly confidential. Review our
  Passion4Social’s Privacy Policy . Passion4Social is registered for Data Protection Purposes and will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which Passion4Social has obtained, except as authorised by The Client or as required by law. The obligations of confidentiality will apply during the term and will survive indefinitely upon termination of this agreement.
Respect & Dignity
1. Passion4Social treats people with fairness, courtesy and respect, and we work with others who do the same. Passion4Social is committed to creating an inclusive working environment and celebrates diversity with our partners, members, staff, contractors, suppliers, and clients. We are all at our best when we all feel welcomed and free to be ourselves.
2. Passion4Social’s partners, members, staff, contractors, suppliers, and clients, shall at all times treat each other with due respect and dignity. Discrimination, bullying or harassment of any form is not acceptable and will not be tolerated. Passion4Social is committed to ensuring that together, we can work in a positive and safe environment which is free from all forms of discrimination, bullying and harassment.
Third Parties
1. The agreement with The Client and Passion4Social does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 for any third party to enforce or otherwise invoke any term of the agreement.
2. Passion4Social recommends that The Client uses Passion4Social’s preferred suppliers for print and can provide competitive quotations to ensure high quality and service is maintained until delivery of the final product. Passion4Social provides a complete management service: from print sourcing to print-liaison, to proof checking. Although The Client is not contract-bound to use Passion4Social to provide this service, it is highly recommended for quality control and peace of mind. If The Client prefers to use their own print supplier, Passion4Social will simply provide artwork directly to The Client to manage and forward, and will be unable to monitor, advise or take any responsibility for the process or final output.
3. In addition to print suppliers, Passion4Social works closely with other third-party suppliers, including film makers, external website developers and coders, and other relevant partners to provide an extensive high-quality service offering beyond immediate in-house capabilities.
Force Majeure
1. Passion4Social will not be liable to The Client for any failure or delay in the performance of its obligations caused by circumstances beyond its control which would include act of war, riot, sabotage, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, government action or regulations, pandemics, delay by suppliers, accidents, and shortage of materials, labour, or manufacturing facilities.
Assignment
1. The Client shall not assign or otherwise transfer this Agreement or any of its rights and obligations nor sub-licence the use (in whole or in part) of the service without Passion4Social’s prior written consent.
Warranties & Indemnification
1. Passion4Social services may be used for lawful purposes only.
2. The Client‘s best interests are of paramount importance and will always be borne in mind. However, Passion4Social shall not be liable or responsible for any loss incurred including, but not limited to, loss of profits, loss of business, loss of contract, damage to The Client‘s brand or image, under any circumstances as a result of services provided to The Client by Passion4Social.
3. The Client agrees to indemnify Passion4Social and its respective directors, shareholders, affiliates, agents, employees and permitted successors, and hold Passion4Social harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to work or services provided. Passion4Social is not liable for any loss that may occur before, during or after the development of projects undertaken. Passion4Social will not be held responsible for any delays, errors or losses arising from any third party. This indemnification will survive the termination of the agreement.
4. Both The Client and Passion4Social warrant that they are authorised and permitted to enter into the agreement and have obtained all necessary permissions and approvals.
5. Both The Client and Passion4Social warrant and undertake that they are not aware as at the date of the agreement of anything within their reasonable control which might or will adversely affect their ability to fulfil the obligations under the agreement.
Severability
1. In the event that any one or more of the provisions of the agreement is found to be invalid, illegal, or unenforceable, the remaining provisions of the agreement shall be unimpaired, and the agreement shall not be void for this reason alone.
2. 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.
Variation
1. No amendment to the agreement may be made unless expressly accepted by both Passion4Social and The Client in writing
Applicable Law
1. The Agreement shall be governed by and construed in accordance with the laws of Scotland.