SECTION A GENERAL TERMS & CONDITIONS
Copper supplies a wide range of Services. Some of the terms and conditions herein vary according to the Service specified in the Proposal. This Section A contains general clauses; additional clauses are specified according to the Services specified in the Proposal and are contained in Sections B-D.
1.1. In these Terms and Conditions the following definitions apply:
“Copper” means Copper Industries Ltd. or any of its subsidiaries or Partners providing Copper related products and services;
“Partner” means an authorised partner of Copper who provides solutions that include Copper solutions, bound by a Partner agreement;
“Client” means the individual or company to whom the invoice is addressed;
“Proposal” means the order form completed and signed by the Client; this Proposal may refer to supporting documentation providing detail and scope for the project;
“Purchase Price” means the price for the Service as detailed in the Proposal;
“Service” means the goods or services specified in the Proposal;
“Software” means the software that is used to provide the Service;
“Subscription” means the monthly charge specified in the Proposal for the ongoing provision of the software and support;
“Web Hosting” means the provision of a web service that responds to a browser’s request for web content with the content requested. It also includes the provision of any file hosting service accessible through FTP. It does not include other services such as domain management, email hosting and Internet connectivity to/from the Client’s premises;
“First Line Support” means initial analysis and fault logging;
“Support Time” means the time spent assisting the Client with issues related to the Software outside the scope of the Proposal, or following project sign-off. It includes administration time related to the issue, including but not limited to the time taken to log details of telephone calls;
“Confidential Information” for each party the terms of this Agreement and all information and/or data belonging to or relating to that party, its associates, its or their businesses, activities, affairs, products, services, suppliers, customers or prospective customers disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by that party, its representatives or advisers, to the other party, its representatives or advisers whether before, on or after the date of this Agreement;
“Deliverable” means a set of goods or services that may be delivered at one time, for example: a design draft, a collection of printed items, a marketing plan document, a consultation meeting, a website project or other electronic content;
“Event” means a Service delivered on a particular date, for example: a training course, a hospitality event, a speaker delivering a presentation, or a series of presentations;
“Business Day” means any day which is not a Saturday, Sunday or a bank or public holiday in England;
1.2. In these Terms & Conditions (except where the context otherwise requires):
1.2.1. the clause headings are included for convenience only and shall not affect the interpretation of these Terms & Conditions;
1.2.2. use of the singular includes the plural and vice versa;
1.2.3. use of any gender includes the other genders;
1.2.4. any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations, and trusts (in each whether or not having separate legal personality);
1.2.5. any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to:
a) such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
b) any former legislation which re-enacts, consolidates or enacts in rewritten form.
1.2.6. any phrase introduced by the terms “including”, “include”, “in particular”, “such as” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Force Majeure
Copper shall not be liable for any delay or failure in performance of its obligations under this agreement which is due to or results from any circumstances beyond its reasonable control. In any such event Copper shall be entitled to delay or cancel delivery of the Service.
This agreement shall be governed and construed in all respects in accordance with the Law of England and shall be subject to the exclusive jurisdiction of an English Court of Law.
4.1. If any term or provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or in conflict with the law, the validity or enforceability of the remainder of this agreement shall not be affected thereby.
4.2. If any provision of this Agreement is found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.
No failure or delay by either party in exercising, wholly or partially, any of its rights with regard to any breach or default of this agreement by the other party shall constitute a waiver of such rights and no waiver of any such breach or default shall be deemed to constitute a waiver of any other rights or any subsequent or continuing breach of default.
The Client may not sub-licence, assign, transfer or otherwise dispose of its rights under this Agreement or any part of it without the written consent of Copper.
7.1. Any notice or other communication pursuant to this Agreement must be in writing and signed by or on behalf of the party giving it and may be served by pre-paid first class post to the address of the relevant party as set out in this Agreement or subject to the provisions of clause 7.2 by email. All such notices or demands shall be deemed to have been received:
7.1.1. in the case of pre-paid first class post two Business Days after posting.
7.2. A communication sent by email shall not be effective unless the addressee acknowledges receipt of such communication, such acknowledgement to take the form of a reply email to include the communication being acknowledged.
8. The Proposal
8.1. Copper shall provide a Proposal to the Client for each project. The Proposal forms part of this agreement.
8.2. The Client assumes sole responsibility for ensuring that the Service described in the Proposal meets its requirements before signing the Proposal.
8.3. The Client shall return the signed Proposal by letter, fax or email as described in clause 7. Upon receipt of this order acknowledgement, a contract shall be created between Copper and the Client for the supply of the Service.
8.4. By purchasing the Service, the Client acknowledges that they have read these Terms and Conditions, understands them and agrees to be bound by them.
8.5. Where the Service includes Web Hosting, the Client acknowledges that they have read the Acceptable Use Policy (AUP), understands it and agrees to be bound by it.
9.1. The contract may not be cancelled following order acceptance unless a trial or rejection period has been agreed in advance. At the sole discretion of Copper, a contract may be cancelled either wholly or in part subject to timing, and only once agreement in writing has been notified to the Client according to clause 7.
9.2. For retained work billed monthly and where no contract period has been explicitly stated on the Proposal, the contract may be terminated by the Client giving 3 months’ notice in writing according to clause 7.
9.3. Unless otherwise stated in the Proposal or subject to clause 9.1 and clause 9.2, the contract may not be cancelled except by agreement in writing of both parties and upon payment to Copper of such amount as may be necessary to meet the costs incurred to Copper up to the date of cancellation and to indemnify Copper against all loss resulting from the said cancellation.
9.4. The Client shall have no right to seek any cancellation or repayment of job costs on the basis of style or composition.
10.1. During the period of this Agreement and for a period of 3 years after both parties undertake:
10.1.1. to keep the Confidential Information confidential;
10.1.2. not to use the Confidential Information for any purpose except the performance of its obligations under this Agreement; and
10.1.3. not to use the Confidential Information so as to procure any commercial advantage over the other party.
10.2. The obligations contained in clause 10.1 above shall not apply to any Confidential Information which:
10.2.1. is already in the possession of the disclosing party other than as a result of a breach of this Agreement;
10.2.2. is at the date of this Agreement or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement; or
10.2.3. is required to be disclosed by any applicable law or regulation or by any governmental or administrative authority or by an order of any court of competent jurisdiction.
10.3. Each party undertakes to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 10 by its employees, agents and sub-contractors.
10.4. The Client agrees that the ideas, materials and other documents relating to the Service are confidential and all proprietary rights belong to Copper and shall not be used or disclosed except as permitted by this agreement.
10.5. This clause 10 shall survive the termination of this Agreement for whatever reason.
11. Intellectual Property Rights
11.1. Once full payment has been made and the deliverables have completed and signed off, the ownership of the rights to the deliverables created will pass to the Client.
11.2. Third party materials, such as imagery, used in the deliverables may be subject to usage liabilities such as royalties and license fees. Copper shall procure such license as necessary for the use of third party materials for use within the scope of the Proposal. The Client should obtain written consent from Copper for use of any part of the deliverables outside of the scope of the Proposal.
11.3. Unless otherwise stated in the Proposal, Copper reserves the continuing right to use any deliverables it produces for the promotion of its services.
11.4. Where the Proposal includes Software created by Copper, Copper retains ownership of all copies of the Software and the Intellectual Property Rights (IPR) therein. The Client has no rights to the Software or the IPR contained therein.
12.1. The following provisions set out the entire financial liability of Copper (including any liability for the acts or omissions of its employees, agents or subcontractors) to the Client in respect of:
12.1.1. any breach of this Agreement; and
12.1.2. any representation, statement or tortious act or omission including negligence arising under or in connection with the contract.
12.2. Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.3. Nothing in these conditions excludes or limits the liability of Copper for death or personal injury caused by negligence or for fraudulent misrepresentation.
12.4. Subject to clauses 12.2 and 12.3:
12.4.1. Copper shall not be liable to the Client for any loss or damage, costs or expenses (whether direct, indirect, incidental or consequential and whether relating to loss of profit, loss of business, business interruption, loss of data, depletion of goodwill or other such losses), suffered by the Client which arise out of or in connection with the supply of the Service or their use by the Client.
12.4.2. The Client assumes all risks as to the suitability, quality, and performance of the Service.
12.4.3. Copper’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of this contract shall be limited to, and in no event shall exceed, the amount originally paid to Copper for the Service.
12.4.4. Copper shall not be liable for any loss, damage or delay which arises as a result of the termination of the contract between us, or for our compliance with relevant statutory or regulatory requirements.
12.4.5. It is the responsibility of the Client to ensure that the deliverables comply with all laws, regulations and codes in all countries where the deliverables are used. The Client agrees to indemnify Copper against any costs arising from the use or misuse of the deliverables.
12.5. No verbal or written information or advice given by Copper or its dealers, distributors, employees or agents shall in any way extend, modify or add to these conditions.
13. Payment Terms and Pricing
13.1. Where a deposit is required, Copper is not obliged to carry out any work before the deposit is received. In the event that any preliminary work is carried out prior to receipt of the deposit and the order is then cancelled Copper will invoice the Client for this work.
13.2. The Purchase Price is exclusive of VAT. VAT shall be charged at the prescribed rate at the date of invoicing. The Client shall pay the VAT to Copper as if it were part of the Purchase Price and all requirements and other provisions concerning payment of the Purchase Price shall apply accordingly.
13.3. The Purchase Price, once accepted by both parties as signified by the receipt of a signed Proposal, is applicable for 12 months from the date of signing. Copper reserves the right to increase the price of any work outstanding after that period.
13.4. Prior to each payment due date, Copper shall issue an invoice to the Client. Unless otherwise stated in the Proposal, each invoice is payable on receipt.
13.5. If the Client fails to make payment on a due date then without prejudice to any other right or remedy available to Copper, Copper shall be entitled to suspend or terminate the Service.
13.5.1. Should a payment be late by 30 or more days, Copper may suspend the Service.
13.5.2. Should a payment be late by 60 or more days, Copper may terminate the Service.
13.6. In the event that any payments due under these terms and conditions become overdue, interest on such amounts shall be payable by the Client, from the due date to the actual date of payment, after as well as before any judgement, at the rate of 8% plus the Bank of England base rate. Such interest shall accrue on a daily basis and be compounded quarterly.
13.7. In the event that any payments due under these terms and conditions become overdue, Copper reserves the right to add a fee of to cover the costs of administration of the debt. The fee will be:
£46 for any overdue amounts up to £999.99
£92 for any overdue amounts between £1,000 and £9,999.99
£138 for any overdue amounts of £10,000 or more
13.8. All payments shall be paid in full without set off, deduction or counterclaim whatsoever.
13.9. Where any invoice includes a reduction due to an agreement to pay by Direct Debit or Standing Order, should the payment not be made by such means, Copper reserves the right to recharge the reduction.
13.10. Copper reserves the right to vary the Purchase Price according to further requirements made by the Client subsequent to order acknowledgement. Any such variation shall be advised by Copper in writing and confirmed by the Client in writing before either the work proceeds further or any charges are incurred.
13.11. Where the Proposal includes design work, unless otherwise stated in the Proposal, the Purchase Price includes an allowance for two sets of changes to each deliverable. Additional changes shall be charged at the prevailing hourly rate. Any such variation shall be advised by Copper in writing and confirmed by the Client in writing before either the work proceeds further or any charges are incurred.
13.12. The charge for carriage of goods is at additional cost to the Client, unless otherwise stated in the Proposal.
13.13. Copper reserve the right to charge expenses when fulfilling the work. Any mileage shall be charged at the rate of £0.45p per mile. No expenses shall be incurred without the Client’s express written agreement.
13.14. If any project exceeds the estimated timeline agreed or extends beyond eight weeks from approval of the Proposal (whichever occurs first), Copper reserve the right to invoice any outstanding balance at that time.
14. Changes to Terms and Conditions
14.1. Copper reserves the right to change these Terms and Conditions at any time. The most current version of these Terms and Conditions may be found on our website.
14.2. When changes are made to the Terms and Conditions a notice shall be placed in our email newsletter. The Client shall be deemed to have accepted such changes if they have not notified any objections to such changes within one calendar month of the notice.
14.3. The most current version of the Terms and Conditions shall supersede all previous versions.
15. Entire Agreement
15.1. This Agreement and the documents referred to in it, constitute the entire agreement and understanding of the parties and shall supersede any previous agreement between the parties relating to the subject matter of this Agreement. No variation of this Agreement shall be valid unless in writing signed by both parties.
15.2. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) which it may have relied on in entering into this Agreement. The only remedy available to it shall be for breach of contract under the terms of this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
SECTION B MARKETING SERVICES
Copper provides a variety of Marketing Services. Where the Proposal includes Marketing Services the clauses in Section B apply.
16. Payment Terms and Pricing
16.1. For printing and physical goods, unless otherwise stated in the Proposal, the Purchase Price shall be payable to Copper on receipt of the order acknowledgement.
16.2. For ad-hoc project work consisting of a single deliverable, unless otherwise stated in the Proposal, the Purchase Price shall be payable to Copper on receipt of the order acknowledgement.
16.3. For retained work billed monthly, unless otherwise stated in the Proposal, the agreed monthly element of the Purchase Price shall be payable to Copper by the first working day of the month, in advance of the work to be carried out.
16.4. For project work consisting of multiple deliverables, unless otherwise stated in the Proposal, the Purchase Price shall be payable to Copper as follows:-
16.4.1. 30% non-refundable deposit payable on receipt of the order acknowledgement; and
16.4.2. 30% upon the approval of the initial concept document.
16.4.3. 40% upon final completion / delivery / sign-off.
17. Deliverables Including Goods
17.1. Where a deliverable includes goods to be received by the Client:
17.1.1. The passing of risk shall occur on the day of the delivery to the Client.
17.1.2. If goods are received by the Client in any way damaged upon delivery, the Client must advise Copper within 24 hours of delivery of the nature of the damage and must retain the Goods as delivered.
17.1.3. The maximum extent of Copper’s liability for damaged goods will be, at its sole discretion depending on the circumstances: a return of the Purchase Price related to the goods or replacement of the goods.
17.1.4. Goods remain the property of Copper and title remains with Copper until payment has been made in full.
17.1.5. All times or dates given for delivery of the Service are given in good faith and shall not be of the essence of any contract.
17.1.6. Copper shall make every effort to achieve any quoted delivery dates and execute any obligations set out in the Proposal but will not be under any liability if delivery is delayed or prevented by events beyond its control or as a result of delays by the Client.
SECTION C WEBSITE SERVICES
Copper provides different types of Website Services. One platform is WordPress; Copper also builds websites using bespoke, licensed and other technologies.
Where the Proposal includes the use of the technologies and platforms other than WordPress the clauses in Section C apply to such websites.
Where the Proposal includes the use of the WordPress CMS the clauses in Section C and Section D apply to such websites.
18. Payment Terms and Pricing
18.1. Unless otherwise stated in the Proposal, the Purchase Price for a website project shall be payable to Copper by the Client as follows:-
18.1.1. 30% deposit payable on receipt of the order acknowledgement; and
18.1.2. 30% upon approval of the website design.
18.1.3. 40% upon delivery of the Software training to the Client representative(s) or when the website is approved to “go live”. Final payment must be received before the website is made live.
18.2. Subscription, Domain and Web Hosting fees are increased with effect from the 1st October each year according to the published rate of inflation as given by the Retail Price Index (RPI).
19.1. The Client assumes sole responsibility for ensuring that the Software functionality meets its requirements before signing the Proposal.
19.2. Unless the Proposal explicitly states otherwise, the Client bears all cost for modification to the Software in the event that the Client discovers, subsequent to signing the Proposal, that the Software functionality does not meet its requirements
19.3. No Software or Internet service can ever be guaranteed to be 100% reliable. Copper shall not be liable for any losses caused resulting from the use of (or inability to use) the Service, due to faults in the Software or underlying software, hardware, networks or any other cause of failure.
19.4. Copper does not warrant any Software that has been altered or changed in any way by anyone other than Copper. Copper is not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the Software with software not furnished by Copper
20. Web Hosting
21.1. The Client agrees to abide by rules regarding acceptable use of the Web Hosting service:
21.1.1. The Client agrees to abide by the separate terms and conditions of the Acceptable Usage Policy, available on request.
21.1.2. The Client agrees that the Web Hosting facility may be provided by a third party and that the Terms and Conditions, including the Acceptable Usage Policy, of that third party shall apply to the Client.
21.2. Copper shall make all reasonable efforts to ensure that the Service is available, subject to any limitations imposed by the third party web hosting.
21.3. Copper may, from time to time, temporarily withdraw Service for the purpose of making enhancements available to the Client and for maintenance or support issues.
21.4. The Web Hosting service will be provided on the basis of reasonable usage for server load, disk space and bandwidth:
21.4.1. Reasonable usage of the Web Hosting service will provide a maximum of 20GB of monthly bandwidth and 2GB of disk space.
21.4.2. Due to the varying nature of a website’s content and popularity it is not possible to provide exact description of ‘reasonable usage’ for server load hence Copper states an expectation that 95% of their customers would not exceed ‘reasonable usage’ for server load.
21.5. Where the Client’s website exceeds reasonable usage, Copper may offer to provide the Client with a higher capacity service at an agreed increased fee. In circumstances where the server load is much higher than expected, Copper may either (a) offer the Client a bespoke Web Hosting solution at an agreed increased fee or (b) if an agreed solution is not found the Web Hosting service may be terminated at no cost to either party.
22. Other Internet Services (Email, Domain, ISP, DNS)
22.1. The Client agrees that it is their responsibility to source all of the appropriate services required to run their website, including domain name management, email and Internet connectivity.
22.2. Copper does not offer Internet Service Provider (ISP) services, such as provision of an Internet connection to the Client’s computer or computer network.
22.3. Copper does not offer email services, such as the provision of a mail server for the purpose of sending email messages from the Client’s computer or computer network, or receipt of email messages. Copper is happy to recommend other providers for email services. Where such services have been provided in the past, they shall continue to be supported for existing domain names only.
22.4. Copper may offer optional services for domain name purchase, renewal and management.
23. Domain Name Registration and Renewal
23.1. Copper may offer the Client domain name purchase and renewal services for one or more domain names related to the Client’s website. This service is only available where the Client also purchases a Web Hosting service using the domain names.
23.2. The contract for the registration is between the Client and the Naming Authority. The Client is bound by the terms and conditions of the Naming Authority.
23.3. Copper cannot guarantee that they will be able to register any requested domain name and, until specific confirmation of registration has been given, the Client cannot assume the registration has been affected.
23.4. Copper gives no warranty that the Internet Domain Name requested will not infringe the rights of any third party and the Client indemnifies Copper in respect of any such infringements.
23.5. Copper reserve the right to vary the fees for domain name purchase and renewal from time to time.
23.5.1. The current fees for domain name purchases will be stated to the Client the time of purchase.
23.5.2. The current fees for domain name renewals will be stated to the Client in the month preceding the renewal with a minimum of 14 Business Days’ notice to allow the Client time to transfer the domains elsewhere if required.
23.6. The fees for domain name purchase and renewal include DNS hosting if required.
23.6.1. Where DNS hosting is provided, the fees for domain name purchase and renewal include the management of the DNS records for such domains, to point the domains at the Copper web servers and to the Client’s preferred email servers.
23.7. The Client retains ownership of the domain names. Copper shall not withhold from assisting the Client in transferring their domain name providing that any fees due to Copper for any services provided by Copper to the Client have been paid in full.
23.8. Copper do not in themselves charge fees related to the transfer of the Client’s domain names to or from a third party, unless the time taken to deal with such matters exceeds half an hour in one calendar month. In such cases Copper shall agree any charges with the client in advance of any further work being carried out.
23.9. Fees charged by third parties such as Nominet (for domain name registration details updates) or other domain management companies (for domain name transfers) are the responsibility of the Client. Such fees will be passed on to the Client for payment if they are incurred by Copper.
24. Domain Name Management
24.1. The Client accepts that Copper may need to move the Web Hosting for a website to a different IP Address at short notice and at any time.
24.2. Where the Client manages their own domain name, Copper may, at their own discretion, make Name Servers available to the Client to allow Copper to manage the DNS records on behalf of the Client. In such circumstances:
24.2.1. The Client accepts the responsibility to point the domain names to the specified Name Servers.
24.2.2. The Client agrees to provide contact details for an authorised representative for Name Server updates and to keep Copper updated with any changes to these details.
24.2.3. The Client agrees that the authorised representative shall, on request by Copper, update Name Server records within 3 Business Days at all times.
24.2.4. The Client agrees that failure to update Name Server records will result in their website being unavailable and that even in such cases the Client is still responsible for Web Hosting fees.
24.2.5. The Client is responsible for all costs incurred to update Name Server records.
24.3. Where the Client manages their own domain name and Copper does not provide Name Servers for the domain:
24.3.1. The Client accepts the responsibility to update the DNS records used to map the domain name to the IP Address of the Web Hosting service.
24.3.2. The Client agrees to provide contact details for an authorised representative for DNS updates and to keep Copper updated with any changes to these details.
24.3.3. The Client agrees that the authorised representative shall, on request by Copper, update DNS records within 3 Business Days at all times.
24.3.4. The Client agrees that failure to update DNS records will result in their website being unavailable and that even in such cases the Client is still responsible for Web Hosting fees.
24.3.5. The Client is responsible for all costs incurred to update DNS records.
25. Ownership of Content
25.1. The Client is legally responsible for the content of their website(s).
25.2. Copper does not infer ownership of the design or content of the Client’s website(s).
25.3. The data that a Client is entitled to take from its website(s) upon termination of its contract with Copper includes the following:
25.3.1. The graphical design of the website(s) and the entitlement to reproduce this design within other websites.
25.3.2. All text and imagery incorporated as part of the website(s).
26. Third Party Software/Services
26.1. Where the Proposal includes any third party software and/or services as part of the Proposal, Copper will provide First Line Support only. Where the fault is caused by the third party software and Copper is unable to correct the fault Copper will use its reasonable endeavours to ensure that the problem is reported to the relevant third party for resolution.
SECTION D WORDPRESS WEBSITES
Where the Proposal includes the use of the WordPress CMS the clauses in Section D apply to such websites.
31. Payment Terms and Pricing
31.1. Where Copper builds a new WordPress website for the Client, unless otherwise stated in the Proposal, the Purchase Price shall be payable to Copper by the Client as follows:-
31.1.1. 30% deposit payable on receipt of the order acknowledgement; and
31.1.2. 30% payable on agreement of the first stage, usually at design approval; and
31.1.3. 40% upon approval from the Client representative(s) that the website is ready to “go live”. Final payment must be received before the website can be made live.
31.2. Copper may offer the Client a Web Hosting service for the Client’s website. The Proposal shall give details of the fees payable for Web Hosting.
31.3. The fees for the Web Hosting service are chargeable from the point at which the service is made available to host the website. This could be the time at which a website project moves to the ‘build’ stage or when the Client requests a transfer from another Web Hosting provider.
31.4. The Client may terminate the Web Hosting service by giving one month’s written notice from the next due payment, subject to the minimum contract period. The minimum contract period is:
31.4.1. One month, in the case of a standard Web Hosting agreement not exceeding reasonable usage, as defined in clause 14.2.
31.4.2. Twelve months from the time at which the solution is implemented, unless otherwise agreed in writing, in the case of a higher capacity Web Hosting agreement as defined in clause 14.5.3.
31.5. Once notice of Termination of Service has been received, an invoice will be raised for the remaining contract period. This invoice is subject to our standard Payment Terms and we draw particular attention to clause 13.9.
31.6. The Web Hosting service is effective until terminated. Copper may terminate the service immediately and without notice if the Client fails to comply with these Terms & Conditions including the Acceptable Usage Policy.
32.1. Upon termination the Client must return or destroy any documentation associated with the usage of the Service.
33.1. Copper shall install and/or configure the Software only as specified in the Proposal. Further to project sign-off Copper does not provide any warranty whatsoever. This includes the Web Hosting, server network, connectivity or any software.
33.2. Project sign off is signified by the Client’s final payment in relation to the initial website build.
34. Web Hosting
34.1. The Client agrees that it is their responsibility to source a Web Hosting service required to run their WordPress website.
34.2. The Web Hosting service may include backups of the client’s SQL database and data files under the public HTML web space as per the terms of the maintenance contract. The backups shall be copied to a location separate from the data centre. Copper will accept no responsibility whatsoever for loss of data or information resulting from the use of this service. Where the Client does not have a maintenance contract website backups are the Client’s responsibility.
34.3. The Web Hosting service does not include WordPress application and plug-in support.
34.4. Copper shall only allow the use of WordPress plug-ins that it, at its sole discretion, deems safe to be used in its hosting environment. Copper reserves the right to charge the Client for time taken to investigate the suitability of “plug-ins” that have not been previously deemed safe.
34.5. The support is strictly related to keeping the server environment running and restoring a previous backup as an occasional disaster recovery measure.
34.6. The Client is responsible for the maintenance of their WordPress application software and plug-ins and to apply security patches regularly, unless a maintenance contract is in place.
34.7. Where a Client has not applied security patches so that, in the opinion of Copper, their website may be insecure, Copper reserves the right to disable the website until the Client has agreed to rectify such issues.
34.8. Where a Client has not kept their site up to date and additional resources are required to host and maintain the website, Copper reserves the right to disable the website until the Client has agreed to rectify such issues or charge an additional fee for extended support.
35. Support Policy
35.1. Where Copper builds a new website for the Client:
35.1.1. Copper will provide up to 1 hour’s training in the use of the Software to be held at the Copper premises in London.
35.1.2. Copper will provide 1 hour’s Support Time as part of the cost of the project. This Support Time expires one month after the project sign-off.
35.2. Support Time is not included related to on-going installation and configuration of updates to the website Software or any related services.
35.3. Additional Support Time may be purchased in advance as required. Support Time is chargeable at Copper’s standard hourly rate.
35.4. Support Time is provided via telephone or email. In the case of telephone support, call costs are to be paid by the Client.
35.5. As part of the project sign-off, Copper will provide assistance in setting up the DNS records to point one domain to the web server, providing that the appropriate authentication details are provided by the Client. Additional hosting-related support is treated as Support Time.