By accepting an estimate or placing an order with Sheer Media Limited T/A Engage Web and Verulam (hereafter ‘Verulam’), you confirm that you are in agreement with and bound by the ‘Terms and Conditions’ stated below. For the purposes of these Terms and Conditions the company or individual requesting the services of Verulam shall be known as ‘the Client’ and a website produced by Verulam for the Client will be known as ‘the Website’.
Version 4.3.2 Last Updated 18th September 2023
General Conditions
Verulam will only commence work once an order has been placed by either a signed proposal, email or in writing. An ‘order’ is deemed to be a written contract between Verulam and the Client including telephone and email agreements.
Verulam is part of Sheer Media Ltd. Sheer Media Limited trades as Engage Web and as Verulam, so invoices will come from Sheer Media Limited. Invoices will be generated and issued electronically and sent by email to the Client. Our preferred method of payment is Direct Debit. The details of our account will be included on all invoices, as will our company number and VAT registration number.
Verulam accept no legal liability for loss or damage caused by any work carried out by Verulam or any contractors thereof.
All quotations are valid for a period of 30 days only. All prices are subject to VAT at standard rate.
We reserve the right to change these Terms and Conditions at our sole discretion, and your rights under these Terms and Conditions will be subject to the most current version of these Terms and Conditions posted on this page, unless any change to these Terms and Conditions is required to be made by law or government authority or unless any specific Terms and Conditions were attached to the written contract provided with your quotation. Acceptance of a quotation, estimate or invoice constitutes agreement and full acceptance of these Terms and Conditions.
The Client shall not, without the prior written consent of Verulam, at any time from the date of acceptance of these Terms and Conditions to the expiry of 6 months after the completion of any work or service provision, solicit or entice away from Verulam or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Verulam in the provision of the said work or services. If the client does in any way break the above clause, Verulam has the right to claim suitable compensation or damages from the client in relation to loss of earnings and costs incurred.
The Website
Design work will be provided to the client for approval and ‘sign-off’. As will details of required pages and functionality. The creation of the website code and functionality will normally only begin after client sign-off for these elements. In some instances bespoke functionality and the setup of ecommerce websites will begin before design work has been signed off, to minimise delay in completing the website. After the client has provided comments and amendments to the supplied design work, any subsequent changes requested to design components initially considered acceptable (i.e. not highlighted in the initial feedback) may attract an additional charge. Any significant changes to the design or website structure and functionality will be subject to an additional charge, to be agreed with the client at this point. No further work will be conducted until the client has agreed the extra cost and scope of work. The client must provide feedback on work and provide details of issues, omissions or bugs within 10 working days of feedback requests or they will be deemed to have accepted the work and any monies owing will become immediately payable and any subsequent changes may attract additional charges. After initial feedback any subsequent comments must relate to changes made in response to the initial feedback and must be made within 10 working days of notification of changes made.
All agreed materials to be supplied to Verulam must be in the following formats, unless otherwise agreed:
Text/copy must be provided in electronic format (ASCII text files via email, storage device or via Dropbox shared folders or web services such as wetransfer.com), preferably MS Word.
Images/media must be provided in digital format – .jpg, .gif, .png, .svg or bitmap formats for images.
Verulam are not responsible for writing client copy or providing images or any other data. We can provide web copy and source suitable images or information in the form of a database or any other digital format, but this will be at additional cost and by prior agreement within the scope of work.
Verulam reserve the right to refuse to handle in any way, material which may be deemed obscene or pornographic, contains abusive or offensive language, anything that may be construed as threatening or defamatory or any material to which the Client has no rights. The client must guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork that they provide us for inclusion in the web site are either owned by the client or that they have permission to use them.
It is the responsibility of the client to ensure that all the required information to successfully complete a commissioned website is made available. It is not the responsibility of Verulam to ensure the sourcing of any materials required for the completion of a website. Any delays caused by issues in sourcing information or data essential to the completion of a website is the responsibility of the client and Verulam reserve the right to request full payment for the project if the delay exceeds one calendar month.
Verulam will make every effort to ensure that the Website and any scripts or programs are error-free, but Verulam cannot accept liability for any losses incurred due to failure or malfunction of the Website or any part of it.
Any code written by Verulam remains the copyright of Verulam (unless prior agreement is made) and may only be reproduced or reused commercially with the express permission of Verulam.
Verulam accepts no responsibility for copyright infringements caused by materials used and submitted to us by the Client or where the Client requests us to source any such materials, whether, text, images or databases. Verulam reserves the right to refuse any material that it believes to contravene copyright laws unless proof is given that permission has been granted to use the material. It is the responsibility of the client to provide all agreed materials as agreed verbally or in writing. Any significant delays caused due to the failure of the client to provide agreed materials may be chargeable. It is not the responsibility of Verulam to create copy, images or other materials for the client unless explicitly agreed in the quotation or subsequent communication. Supplied materials should be in agreed format – if extra time required to crop/optimise images this will be chargeable (at agreed hourly rate for extra work) unless this is expressly outlined in the original quote. If Verulam has to source image, design, logo or icon materials for the creation of a client website, the cost of the materials is chargeable at the cost incurred, unless the cost of the materials is explicitly outlined in any quotation or invoice.
Verulam will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines, but every effort will be made to ensure all agreed deadlines are met and every effort will be made to inform the Client if a deadline will be missed.
Verulam will not be liable or become involved in any disputes between the Website owner and any other party and cannot be held responsible for any unlawful behaviour or other wrongdoing by the Website owner.
Verulam will endeavour to create the Website in a fully operational condition without errors. Verulam cannot always guarantee that this will be the case and as such cannot accept liability for any defects which may exist, economic losses (including revenues and profits), loss of goodwill, reputation or any other consequential or indirect losses the client may suffer due to the use of the website or their inability to access the website.
Verulam cannot be held responsible for issues relating to software bugs in supplied open source of paid-for software solutions. Whilst Verulam will endeavour to find solutions for such issues, this cannot be guaranteed and may be chargeable if significant time is required to provide the solution. Similarly Verulam cannot be held responsible for issues relating to software upgrades, plugins, modules or any other additional software packages requested by the client. Issues relating to email, including lost emails, cannot be considered the responsibility of Verulam . Clients must create local copies of emails that they consider to be commercially important or sensitive. If clients exceed any agreed or set quotas and lose data, it is their responsibility.
Verulam retains the copyright of all individual artwork, graphic design and website design created for a client project. Artwork, graphic design and website design created for a client project shall not be altered, retouched, damaged or reproduced in any other form by the client without the written permission of Verulam, unless said copyright is purchased from Verulam in a separate transaction or where it is included in the agreed scope of work. This does not apply if the artwork, graphic design and/or website design is supplied or designed by the client.
All websites designed by Verulam will show a link to the Verulam website near the bottom of each webpage, unless otherwise agreed. Removal of the link is only allowed with the express permission of Verulam. We also reserve the right to include details of our work for clients on the Verulam website, this can include screen shots of the clients’ website and links to the Client website.
If any discussed and/or created wireframes, pitched ideas, design work or images are subsequently used by the client, or a third party, without the express permission of Verulam and without payment, we reserve the right to instigate legal action for damages and copyright infringement.
Agreement for the website to ‘go-live’ will constitute acceptance of all work and the balance owing will become payable immediately. Any changes to website content, design or functionality after ‘go-live’ is chargeable. In circumstances where feedback and content have not been supplied in a consistent and timely manner, Verulam reserve the right to make a website live after all agreed final changes and testing have been completed.
Estimated timescales supplied to the Client are not, in any way, guaranteed. It is dependent on numerous factors, many of which are outside the control of Verulam. Details of our project process can be found at our Website Project Lifecycle page.
Browser and Device Compatibility
Whilst every measure will be made to ensure compatibility with a wide range of web browsing software, on a variety of digital devices and platforms, we can offer no guarantees of correct function with all browser software and cannot accept responsibility for loss of goodwill, reputation or any other consequential or indirect losses the client may suffer due to a third parties inability to access the Website due to browser incompatibility. We do not support Internet Explorer 6 and if the client expressly requires compatibility with this browser it must be stipulated before acceptance of any quote and any extra cost incurred in supporting this browser must be agreed before the project begins. We will test for and guarantee compatibility of any website we create with the most recent version of Internet Explorer, Mozilla Firefox, Safari, Chrome, Opera. Compatibility with mobile devices and iPad/tablet devices is also tested and forms normal scope of work for responsive website design.
Website Hosting
Where Verulam provide hosting and maintenance services we cannot be held responsible for difficulties experienced when accessing the Website or individual parts of the Website due to circumstances beyond our control. These may include (but are not limited to): problems with the clients internet service provider or other third party, failure (partial or whole) of server hardware or software, disruption or failure of any service that prevents Verulam functioning in a normal manner, natural disaster, weather, war, invasion, riot and other civil disorder, rebellion and revolution. Unless expressly covered by a support package, it is the clients’ responsibility to ensure remote backups of their website and database are created at regular intervals, we take no responsibility for the loss of data, files or assets due to server issues or loss of service.
Where the client decides to host the website with a third party it is fully and completely their responsibility to maintain the website, unless they purchase a maintenance contract with Verulam that covers the relevant service. In the event that a clients’ website ceases to function normally, the cost of recovering the website from backup or implementing software fixes will be chargeable and agreed with the client in advance of any work being undertaken, unless a support contract is in place.
The hosting provided by Verulam is of a premium level, with a high degree of server security, but it is not the responsibility of Verulam if a client’s website is compromised or ‘hacked’ for whatever reason. In the event that a clients’ website, that we host, is compromised, the cost of recovering the website from backup or implementing software fixes will be chargeable and agreed with the client in advance of any work being undertaken. Hosting can be cancelled at the end of the period covered and specified, but refunds are not possible during the hosting period, under any circumstances. Hosting charges are applicable from the day the website hosting area is created, at the clients request, and website development begins.
Website maintenance and support services offered by Verulam are for the express purpose of ensuring the continuation of and maintenance of existing website pages and minor text and image changes to these pages. This service does not include the creation of new website pages or the addition of new regions (whether text or image) to the existing pages, unless that is expressly agreed.
WordPress websites hosted by Verulam will, by default, be set to allow automatic updates of the core code and plugins used by the website. This is to keep all code up-to-date and reduce the risk of security vulnerabilities being left open after discovery by plugin and core code developers. If the client wishes this to be turned off they should contact Verulam by email and accept responsibility if the website suffers issues as a consequence, with the associated costs if the website needs to be fixed. Verulam accepts no responsibility if the website has issues during the update process and reserves the right to charge for time taken to fix any subsequent issues.
Where a client, or a third-party employed by a client, makes changes to a client website, hosted by Verulam, resulting in issues with the website or any other associated services, Verulam will not be held responsible in any way for loss of business or solving any issues. If Verulam is asked to assist in solving issues the time will be chargeable at an agreed hourly rate. It is normal practice to give the client, and their employees or associates, ‘editor’ access to the website. Where a client requests full ‘admin’ access Verulam take no responsibility whatsoever for subsequent issues experienced with the website. It then becomes the clients’ responsibility to ensure the continuing functionality of the website and associated services.
Where the client requests a website to be installed on a third-party server it is the sole responsibility of the client to ensure the hosting is sufficient for the requirements of the website. Verulam must be granted FTP access with read/write ability. Where it is necessary for Verulam to create email accounts or setup databases then full admin access must be provided (usually CPanel or Plesk). Verulam reserve the right to charge on a time basis for the transfer of a client website to third-party hosting. Verulam assumes that the transfer of a website will take no more than two hours and reserve the right to charge if issues with the third-party hosting results in it take longer than this to successfully transfer the website, unless a transfer time of greater than two hours is explicitly included in an estimate or invoice. Verulam reserves the right to refuse to move a client website to remote hosting in extreme circumstances. In this case Verulam will supply the website files and databases to the client and they must arrange transfer themselves. All monies owing must be payed before the files/databases are supplied. Any costs incurred setting up or configuring third-party hosting or domains, such as calling premium-rate technical support lines, will be chargeable to the client.
It is the responsibility of the client to inform Verulam if a hosting or maintenance contract/package is no longer required. Any used, but unbilled hosting time, will be owing for the period between the end of the last billed period and the notified end date for the hosting services. To cover administration costs, we reserve the right to charge a minimum of one month’s hosting, at the clients’ current hosting package rate, in this instance. Where a client indicates that they no longer require hosting services from Verulam, the website will be removed from our servers at the end of the paid-for hosting period. It is the clients’ responsibility to ensure the website has been copied and moved by this date. Verulam take no responsibility for the loss of information, code or data where a client does not ensure this action is completed.
Verulam reserves the right to move the client website to an alternative hosting solution at our own discretion and without notice if circumstances dictate.
Email Accounts
Verulam takes no responsibility for the loss of emails due server downtime, domain repointing or DNS modification, clients exceeding allocated quotas or for any other reason. It is the responsibility of the client to setup their email programs and email clients using the information Verulam supply regarding usernames, passwords and server address (POP/SMTP). It is also the responsibility of the client to make sure they do not exceed email quotas (normally 150mb per email account) or incoming emails will not be deliverable. We advise clients to modify their email settings such that emails are deleted from the server after being downloaded, or at most one week after.
Domain Transfers
Verulam cannot be held responsible for the loss of email data or website functionality during transfer of domain name (however long it takes) or changes to the nameservers or any other domain-related record and as such cannot accept liability for any economic losses (including revenues and profits), loss of goodwill, reputation or any other consequential or indirect losses the client may suffer due to the loss of website functionality, loss of email data or their inability to access the email data.
In the event that a client requires the ownership of their domain name to be changed to a third party, this will generally require a fee to cover administration and must be paid before the transfer is initiated.
Search Engine Optimisation and Digital Marketing campaigns
Where Verulam agree to conduct a ‘Search Engine Optimisation’ or ‘Digital Marketing’ campaign for clients, the minimum period for the campaign will be outlined in any estimates. Each invoice will be for the monthly instalment payment. No work will be conducted in the invoiced month until the invoice is paid in full. If the client wishes to cancel the ongoing ‘Search Engine Optimisation’ or ‘Digital Marketing’ campaign before the end of the minimum period, the outstanding balance on the total campaign cost will be chargeable and Verulam will invoice for this balance in full. Where a client persistently fails to pay monthly invoices in full and on time Verulam reserves the right to invoice for the full cost of the campaign immediately and refuse to conduct future work until this invoice is paid, in full.
Payment Terms
Verulam are advocates of the ‘agile’ approach to delivering digital projects. Whilst Verulam do offer ‘fixed price’ quotes for projects, it has to be understood that this has limits. Every ‘fixed price’ quotation will cover a maximum number of hours effort on the project that is equivalent to the quoted price divided by our standard hourly project rate. If the total effort used approaches the hours limit we will bring this to the attention of the client and hold a review of the situation and come to agreement on the best way to proceed.
Verulam reserves the right to require a first payment or ‘deposit’ of 50% of the agreed total costs before any work will be carried out. Once designed, a draft version of the Website(s) will be made live for testing and commenting by the Client. Once this basic design has been agreed to be suitable via email or in writing, any changes to the layout or general design may be chargeable.
All prices quoted on the work are before the addition of VAT at standard rate.
For work of value less than £500 Verulam reserves the right to invoice for full payment, and receive full payment of said invoice, before any work commences.
Any work conducted or time spent advising or consulting with a client after a deposit invoice has been issued, at the clients agreement or request, will be chargeable at standard rates if the client subsequently fails to pay the deposit and cancels the project.
When work on the Website(s) has been completed the final balance of payment is then due in accordance with our terms of payment, stated on the initial estimate and/or each invoice. Upon completion, if the Client decides they no longer want the Website, or wish to make changes to the website, they are still obliged to pay for all work that has been done. i.e. if the site has been completed, all monies are now due for payment with no exception.
All accounts are payable nett 14 days (unless other prior arrangement has been made) meaning that all monies due to Verulam must be paid within 14 days of completion of work and date of issue of the final invoice. Accounts still outstanding 30 days after invoice will be considered ‘in default’ and any client information or services may be suspended. Clients with accounts that are ‘in default’ agree to pay all reasonable costs and expenses, including legal fees in enforcing these Terms and Conditions.
Once a first payment or ‘deposit’ has been paid and work begins, the client is obliged to pay the balance of payment in full, even if the client decides to cancel the project for whatever reason. We will contact clients via email and telephone to remind them of such payments if they are not received when due. If a due payment (either deposit, stage payment or final payment) becomes more than 30 days overdue, Verulam reserves the right to request payment in full for the project at that point. Further work will not be conducted until such payment has been received. The client will be liable for any associated costs due to delays in project completion due to refusal to pay, or delay in paying, invoices for work completed.
If a client persistently fails to provide access to their hosting or domain, such that Verulam cannot complete scheduled and agreed work, the client will be deemed to have broken their agreement with Verulam and all monies owing will be immediately due. In the event that a client is deemed to persistently behave unreasonably or be insulting or unpleasant towards Verulam staff members, we reserve the right to terminate a project and invoice for the time spent or work completed up to that point.
If a client wishes to question or query an invoice or part thereof, it must be done within 10 working days of receiving the invoice, in writing or email, or the invoice will be considered to be accepted by the client.
All website code and graphics will remain the property of Verulam until all accounts are paid in full. If the client does not respond to email or phone messages requesting agreed content or sing-off, for a period of two weeks or more, Verulam reserves the right to issue a final warning to the client that if they do not then respond within three days of the final warning, the project will be paused at that point and the client will be invoiced in full for work completed up to that point.
In the event that the client fails to respond to communication for a period of 28 days or more, Verulam reserves the right to’ archive’ the project and immediately invoice for all completed work and materials. At this point the project will on-hold until the scope of work and cost for completion of the project is agreed and any deposit required is paid.
Where Verulam agrees to invoice for a final payment when the created or modified website is ready to ‘go-live’ and the client has ‘signed-off’ all work, the act of making the website ‘live’ on the internet implies acceptance of the work conducted by Verulam and acts as ‘sign-off’. All outstanding monies owing will become immediately payable and will be invoiced for immediately.
Verulam will not tolerate aggressive or abusive behaviour towards any of its staff or contractors. Verulam reserves the right to, at any point during a project, terminate the project and cease work. This will only be applicable in extreme circumstances where the working relationship between Verulam and the Client has become untenable, for whatever reason. In this circumstance Verulam will invoice the client for the work completed to that point and after payment of any outstanding monies owed, will supply the work completed so-far to the Client.
Outstanding Accounts
We reserve the right to claim statutory interest at 8% above the Bank of England reference rate in force on the date the debt becomes overdue and at any subsequent rate where the reference rate changes and the debt remains unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002. Verulam reserve the right to charge for costs and expenses incurred in recovering late payments and to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date. A copy of “The Act” is available from www.opsi.gov.uk/acts/acts1998/19980020.htm. We will also claim compensation under the late payment legislation – £40 up to £999 debt, £70 for £1000 to £9999.99 and £100 for £10,000 and above.
For outstanding accounts Verulam Web Design reserve the right to disable the Client’s website or system until such time as we receive all outstanding monies. Following consistent nonpayment of an invoice we, or our solicitors, will contact the Client in question, with a view to taking the matter further and if the need arises to seek payment through legal proceedings, and if necessary court summons.