Please read these terms and conditions as they will form a contract between the Company and the Client. The acceptance of these terms is agreed upon by the performance of the first payment.
The Company is a service provider which delivers a number of products and services. These Terms And Conditions are applicable to all the Web Development, Web Design, Web Application Maintenance, Web Optimisation and Web Security projects or jobs undertaken by GGLink also known as Guru Graphics Ltd.
Client - the paying client. Defined on the first Project Brief.
The Company - GGLink and Company’s employees.
Project - any project or job undertaken by the Company
A copy of these terms and conditions is submitted along with the first project brief containing quotations and must be agreed upon prior to work commencing. It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply, as the acceptance of these terms is agreed upon the moment that the first deposit payment is performed. A copy of these Terms and Conditions is always publicly available on the Company website.
The charges regarding services to be provided by GGLink are outlined on the first project brief that the Client receives via email before the project commencement.
The initial project brief includes the following information: project description, functionalities breakdown, use cases, and pages list. A precise list of tasks, which is the product of the previously defined information, will be created. The initial quote is always based on the number of tasks collected and the average predictable time to spend for each one of them.
All the projects require an advance payment of fifty (50) per cent of the initial project quotation before the project commencement. The remaining balance payment will be due upon completion of the project, prior to any upload, installation or project files delivery.
Charges are strictly tied to the list of single tasks agreed upon and outlined on the first brief, and the expected time to spend in order to complete them. The defined tasks and functionalities list agreed upon may change during the ongoing of the project as new functionalities may be required.
Any change to the initial tasks list will be promptly communicated to the Client with the updated quote. The approval of the Client to any variation on the original tasks list is always required. Hereby the client agrees that the initial quotation may vary when a task on the original tasks list gets added, modified or removed; and any additional price will be charged and paid due to the final payment. The Client also hereby agrees that additional tasks increase the amount of time to spend on the project, moving the expected deadline forward.
Payment for services is due to online payment, bank transfer or cheque to Guru Graphics Ltd. Cheques should be made payable to Guru Graphics Ltd, Marco Polo House, 3-5 Lansdowne Rd, Croydon CR0 2BX.
All the projects are undertaken by the Company respect some internally defined quality standards.
All the Web Design and Web Development projects are tailored to the exact requests of the Client and what has been agreed upon with the Client. Our team will always provide the best professional advice and solutions, but the final decision will always be up to the client.
All the Web Development projects aim to respect the maximum browser compatibility (tests will be performed on: the latest version of Google Chrome / Chromium, the latest version of Mozilla Firefox, the latest version of Safari and the latest version of Opera). Browser compatibility tests on the Microsoft Edge browser and the last stable release of Internet Explorer will be performed, although we don’t guarantee perfect rendering on those two browsers because of browser-related issues. Also, the Company does not guarantee perfect rendering on an outdated browser and it is not able to guarantee complete compatibility with future browser versions.
Any further browser compatibility requirements can be discussed and agreed upon before the project commencement or during the project ongoing. Extra browser-compatibility features are considered additional features to add to the defined tasks list.
All the Web Development projects are coded to be completely responsive and adaptive, in order to be correctly browsable from the most common mobile devices (smartphones and tablets).
Any further responsiveness requirements can be discussed and agreed upon before the project commencement or during the project ongoing. Extra responsiveness features are considered additional features to add to the defined tasks list.
All the Web Development projects are optimised for the best page loading time, the best SEO positioning and the best server performances.
All the Web Development projects are taught and developed respecting the latest security measures. All the software used and provided by the Company is always updated to the latest version (at the moment of delivery) and fully tested for stability and security issues. Our Company’s approach to security is very strict.
All the Web Development Projects are made using the latest technologies available on the market, always opting for Open Source solutions (because of financial and security reasons) at their latest stable release. All the software used to perform any job or used to create the web application is always up to date with its latest stable release.
Any aspect of our security approach can be discussed. If a higher level of security is required by the user, the Company will discuss the requirements and proceed accordingly to the Client's directions.
These technical standards represent the Company’s product quality basic standards, in order to deliver a high-quality product. These standards imply more time spent on the Project, which is meaningful for the agreed tasks list, expected deadline and quote.
Our charges include the previously mentioned features, but for very tight deadlines and/or budgets below £2,000 the Company and the Client hereby agree that only the strictly required optimisation services and best standards will be applied with no extra work, as the final price doesn’t cover the full service.
The Client can still ask the Company to implement additional services, which will be added to the final quote without sticking to our quality standards.
Hereby the Client agrees to provide to the Company, in a reasonable timescale, everything that is requested by the Company in order to proceed with or complete the Project, including content, media (images and videos), business information, system credentials and any other requirement in electronic format.
The Client agrees to do everything possible to provide the content and the media required in the requested format by the Company.
All the information required for the project development must be provided in advance or on request in a timely manner.
The failure on providing the requested content will stop the project ongoing until the provision of the required content. The time lost waiting for the content doesn’t represent any reason to decrease the final payment amount, and it’s not considered a delay on the agreed deadline.
The Company keeps track of the time spent and lost on a Project, although those records are confidential.
The Company hereby agrees that will make any effort in order to adhere to all the agreed deadlines. Hereby, the Client agrees and acknowledges that the Company is not able to work on inflexible deadlines, as during the project ongoing the expected deadline may change for business, logical or technical reasons.
The Client hereby acknowledges that the deadline needs to be flexible in order to match the required development time.
The Client hereby agrees that will make any effort in order to adhere to all the agreed deadlines.
Deadlines are strictly tied to the list of single tasks agreed upon and outlined on the first brief, and the expected time to spend in order to complete them. The defined tasks and functionalities list agreed upon may change during the ongoing of the project as new functionalities may be required.
The Company hereby agrees that will communicate any change on the expected deadline to the Client as soon as possible in writing, outlining the reasons for the delay and any available relevant detail.
Any change to the initial tasks list will be promptly communicated to the Client with the updated expected deadline. The approval of the Client to any variation on the original tasks list is always required. Hereby the client agrees that the initial deadline agreement may vary when a task on the original tasks list gets added, modified or removed; and any additional time required will be added to the currently agreed deadline.
The Company will not be held liable for any missed lunch date or deadline if the Client has been late in his/her own duties (such as content provision, agreements and feedbacks). The Company will not be held liable for any delay on any deadline caused by miscommunications or misunderstandings between the Company and the Client.
All the Projects are strictly tied to an internally defined procedure. The Client hereby agrees that will do everything possible to work accordingly to the Company’s schedule, respecting the Company’s decisions regarding the actions that need to be performed at a specific stage of a project and the technical decisions.
The internal Project realisation procedure is the following:
At this stage, all the details about the project are agreed upon between the Company and the Client, and a first brief is provided for confirmation along with these Terms & Conditions.
Based on the Project agreement, a web design of the main pages of the Project will be created in order to define the design consistency rules (colour palette, typography, brand consistency, UX).
The design created so far is shown to the Client in order to collect feedback. The Client is allowed to perform infinite reviews. A written confirmation will close the current stage once all the required feedback has been implemented, in order to proceed to the next stage.
At this stage, the previously agreed design gets coded into web pages. Those web pages are not responsive or optimised yet, nor do they contain any of the agreed functionalities.
A review of the existing pages is asked to the Client, in order to assess if the web-page version of the design completely matches the previously agreed static web design. The number of reviews should be limited in that case. A written confirmation will close the current stage once all the required feedback has been implemented, in order to proceed to the next stage.
At this stage, the previously coded web pages get dynamic and populated with database information. All the system functionalities expected and agreed upon so far get implemented.
A review of the existing web application is asked to the Client, in order to assess if the web application’s functionalities work as expected and agreed upon. The Client is allowed to perform infinite reviews at this stage. A written confirmation will close the current stage once all the required feedback has been implemented, in order to proceed to the next stage.
At this stage, the existing web application gets optimised for a better SEO score and a fast page loading. The responsiveness gets implemented and the cross-browsing gets debugged. A complete web security and version assessment is deeply performed on the web application and all of its components.
This is the last, big and final review performed by the Client, as at this stage the web application should have all the features agreed upon at the beginning and during the project ongoing. The Client is here allowed to perform infinite reviews on all the functionalities coming from the defined tasks list. A written confirmation will close the current stage once all the required feedback has been implemented. This final written confirmation acts as a confirmation for the completion of the Project.
After the final payment of the remaining amount, the Project and all the material produced and available to the Company get delivered to the Client. The Client may decide to entitle the Company to the installation and configuration of the web application. In case, this service comes for free. The Client hereby agrees that in no circumstances the Company is able to deliver the project before the final payment.
The Company will allow the Client to review the work performed so far at some specific breakpoints of the internal working process.
A first Project review is planned during the design phase to collect the feedback about the design done so far and finalise it. The Company will keep showing the Client the design completed so far, in order to finalise it and proceed to the next stage.
A second Project review is planned after the front-end development phase, in order to collect the feedback on the coding of the previously agreed design, which will be available to be browsed via a beta link. This review is required to show how the design has been transformed into coded web pages.
Please note that at this second review the code produced so far is usually not optimised for responsiveness and cross-browsing features, and contains no functionalities. It is for graphical showing purposes only and the Company won’t take note of any different kinds of feedback at this stage.
A third Project review is planned after the back-end functionalities implementation. This review is in order to show how the previously coded web pages have been populated with dynamic information and how the system functionalities have been implemented. The Client is asked to test the web application in order to check if it behaves as expected and agreed.
A final Project review is planned once the project has been completed and optimised. At this stage, the Client is asked to fully test the website as at this stage the Project should be completed. A confirmation of the completion of the project is agreed upon once the final payment runs.
The Client hereby agrees that will not ask or force the Company to show the work performed so far if the Company declares that it’s not ready to be shown at the project's current stage.
The Client hereby agrees to provide the correct feedback at the right time: all the design feedback must be given during the design phase when the Client is asked for a review. The same rule is applied for the front and back-end development.
The Client hereby agrees that once a stage of development is finalised, the ongoing work will proceed as per schedule. If the Client comes up with new feedback belonging to any previous stage, the current stage will stop at the nearest breakpoint until the previous stage has been finalised again.
The Client hereby agrees that the Company is not liable for any delay on the agreed deadline due to any feedback implementation or extra review.
The Client hereby agrees that will be allowed to provide as many reviews as he/she prefers at any stage, making sure that the feedback will be coherent with the current stage of the Project.
The Client hereby agrees that a written (email, document) confirmation is required to close a review and finalise the current stage, in order to proceed to the next stage. The Client also agrees that all the feedback for any review will have to be communicated to the Company by written (email, document) communication in a timely manner.
The Company hereby agrees of being able to not stick to the previously defined rules in the case of live coding projects (projects carried on existing and live web applications) or maintenance jobs.
The Company hereby agrees that a backup of all the existing data will be taken before any job commencement or any edit to the existing web application, in order to be able to restore the original situation at any time during the Project ongoing.
The Company hereby agrees that an initial tasks list will need to be compiled and sent by email to the Client, outlining all the tasks that will be performed on the existing web application, a quote and an estimated deadline.
All the previously defined Conditions regarding the deadlines and the charges are applicable in the same way for this kind of project.
The Client hereby agrees to pay the full quote for the job as soon as he/she receives it, as the payment acts as an acceptance of these Terms and Conditions and a confirmation for the Company in order to start working.
The Company hereby agrees that a copy of the old web application will be provided to the Client once the job has been performed and completed on request. The copy is kept for an undefined amount of time and the Client can ask the Company to remove it immediately after the completion of the job by written communication (email, document).
Payment in respect of all Services is on demand.
We will automatically generate an invoice in respect of the next period unless the Services have been cancelled in writing or via email. All invoices are delivered electronically. No hard copy invoices will be sent by post.
Payment will be taken automatically following delivery of Your invoice and will be non-refundable. In the event that any automatic payment should fail, the invoice will be considered overdue and immediately payable.
We reserve the right to change the prices and/or nature of our Services by giving You 30 days' written notice of those changes. Notice of changes to prices and/or Services will be given by email to the email address we hold for your account. Any price change will take effect automatically upon a renewal of the Agreement.
All payments must be made in UK pounds sterling, inclusive of applicable taxes. Payments can only be made by a valid Credit/Debit Card, Direct Debit or through PayPal.
You warrant that You are authorised to use Your chosen method of payment. If You are not the named cardholder, You acknowledge that You and the named cardholder both agree to be bound by the terms of this Agreement and are jointly and severally liable for all payments under this Agreement. You agree to indemnify and hold GGLink harmless in the event that the cardholder or issuer declines any payments to Guru Graphics Ltd including all of our costs in administering your non-payment and obtaining the payment due to GGLink by You.
We reserve the right to suspend all Services until payment is received in full and all outstanding charges are cleared. Any non-payment of a recurring invoice may be subject to an administration charge. You are responsible for all money owed to GGLink under the terms of this Agreement until it is terminated. You are also responsible for any additional costs incurred by GGLink in taking steps to recover any sums due by You.
You will pay any Additional Charges as may be required from time to time by GGLink for reactivation of the Services due to disconnection.
You are required to provide GGLink with valid contact details and a valid payment method at all times during the term of this Agreement. If any of this information is found to be invalid, we reserve the right to suspend hosting and maintenance. GGLink will not be liable for any outcome of the matter towards you or your business organisation in any way whatsoever.
If your chosen payment method is cancelled or changed for any reason then You must notify GGLink immediately and provide GGLink with details of an alternative payment method.
Payments processed by third parties are also subject to those third parties' terms and conditions of service and We make no representations and provide no warranties with respect to those third party services. You shall not be entitled to set off a credit against any amount owed to GGLink pursuant to the Agreement.
If You fail to pay all sums due to GGLink, We reserve the right to interrupt, suspend or cancel your Services. Such action is without prejudice to Our right to recover any and all outstanding sums from You and Your obligation to pay the same to GGLink.
We reserve the right to pass your debt onto a third party debt recovery agent and You accept all liability for the recovery of our costs from You
The termination of any Project occurs in two different scenarios:
The Client performs the final payment, and the Company delivers the Project
One of the two parties (the Company or the Client) decides to cancel the Project.
Both the Client and the Company hereby agree to the ability to cancel any ongoing Project at any moment, providing a written (email, document) communication to the counterpart.
The Client hereby agrees that on cancellation request:
the Company may remove, at its discretion, any file and piece of information from the shared resources
the Company is not responsible for any data loss due to the removal of the service
the Company, from the cancellation notification of receipt, is not entitled anymore to provide any sort of data or file to the Client, if not at its own discretion
Both the Company and the Client hereby agree that, in case of cancellation, a calculation based on the performed tasks will be provided to the Client in order to communicate any expected refund. This will be calculated by the number of hours worked by the planning, design, development and testing teams and be charged at a flat rate of £145p/h.
Any Client with an unpaid balance will be considered in default after 30 days from the invoice day, and legal actions will be taken in order to get the outstanding payment done as per this agreement.
The Client hereby agrees to immediately pay any outstanding balance as soon as possible, after the cancellation communication receipt and pay any reasonable expense regarding any legal issue due to the Project cancellation, including legal fees and costs in enforcing these Terms and Conditions.
Interest shall be payable on overdue payments at the rate of 8% plus the Bank of England base rate to run from the due date for payment thereof until receipt by the Company of the full amount whether or not after judgement.
All the Projects delivered by GGLink are always up to date with the latest security standards and secure coding practices. Our projects aim to guarantee maximum security for both the final users and the Client.
Besides, the Client hereby agrees that the Company is not responsible or liable for any security flaw due to:
Insecure behaviour of the Administration (the Client)
Software is not kept up to date (it’s a Client’s duty to keep the web application up to date after the Project delivery)
Other programmers work on our code
The Client hereby agrees that GGLink is not responsible for any hack or damage to the web application due to vulnerabilities that don’t directly belong to the web application (e.g. server hacks, mass defaces, protocol vulnerabilities, etc) or unexpectable vulnerabilities (e.g. 0day exploits, new security flaws).
The Client hereby agrees that it is his/her own duty to keep the up to date provided software, up to date to every new release.
The Client hereby agrees that a negligent/insecure behaviour of the Client or any final user is not accountable to GGLink.
The Client hereby agrees and acknowledges that GGLink will communicate any security notification at the end of the project, and it is up to the Client to respect the suggested practices.
The Client also hereby acknowledges that any vulnerability contained by the code is not accountable to GGLink if GGLink is not the direct author of the piece of code, or the code has been modified by someone else.
The Client retains the copyright to the content, media and any other component provided, and grants the Company to publish and use such material.
The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting to the Company permission and rights for use of the same and agrees to indemnify and hold harmless the Company from any and all claims resulting from the Client's negligence or inability to obtain proper copyright permissions.
A contract for any Project shall be regarded as a guarantee by the Client to the Company that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
The Company also reserve the right to display and link to your completed project as part of the Company portfolio, and to write about the project on other websites, in magazine or ezine articles, books, written or digital publications of any design and source.
Please inform us in advance by written communication (email, document) if you do not want us to add your site to our portfolio.
The Company may purchase domain names on behalf of the Client, in which case they will then be renewed on an annual basis and the Client will be invoiced by the Company or directly from the service provider.
The Client hereby agrees that the Company will notify the Client for each invoice received on his/her behalf in order for the Client to pay. The Client also acknowledges that any unpaid invoice will be left to expiry and the domain name will not belong to the Client anymore until a new registration occurs.
The Client hereby acknowledges that the same behaviour is adopted by the Company for any hosting account registered by the Company in behalf of the Client, and any other third party service used to perform the realisation of the Project.
The Client hereby agrees that Company may require the usage of third party services in order to complete the Client's Project respecting all the agreed requirements and will ensure these services are secure and working correctly upon completion. The Client also agrees that the Company can not be held responsible for subsequent changes or issues with these third-party services that may result in issues on the Client's website and may require further development to adapt the Project to the new third party software requirements.
The Client hereby agrees that the Company may ask for access credentials in order to proceed with any task. The Company may ask for credentials for the following:
Any CMS installation administration credentials
FTP credentials (when SFTP is unavailable)
SSH / SFTP credentials
any third party service credentials
The Company hereby agrees to provide a written explanation for the request of any access credential when asked by the Client.
GGLink shall not be liable to the Client or to third parties for:
Any losses resulting from interruptions or downtime to the Service;
Any inability, on the part of the Client, to use the Service;
Any damage or loss resulting from the loss of confidentiality caused by the storage of information on the internet.
Nothing in this Clause shall exclude the liability of GGLink for death or personal injury resulting from the negligence or that of its employees or agents.
Nothing in this Clause or in this Agreement shall exclude the liability of GGLink for fraudulent misrepresentation.
Both Parties to the Agreement represent and warrant that they are authorised and permitted to enter into the Agreement and have obtained all necessary permissions and approvals.
Both parties 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 and that they will comply with all laws and regulations applicable to its performance under the Agreement.
The Client will fully indemnify GGLink against all costs, expenses, liabilities, losses, damages and judgements that GGLink may incur or be subject to as a result of any of the following:
The Client’s misuse of the Service;
The Client’s breach of this Agreement;
The Client’s negligence or other act of default;
The Activities of third parties are conducted on the Client’s website using facilities such as blogs, forums and chat.
Although GGLink will perform regular backups of the Client’s website and Customer Content (as described in the Order), GGLink does not guarantee there will be no loss or corruption of data. Corrupt or invalid backups may be caused by, among other things, content that is corrupted prior to being backed up or that changes during the time a backup is performed. GGLink will provide support to the Client and attempt to troubleshoot any known or discovered issues that may affect these backups, but the Client acknowledges that GGLink has no liability related to the integrity of such backups or the failure to successfully restore the content to a usable state. The Client agrees to maintain a complete and accurate copy of any Customer Content in a location independent of the Services.
Except as expressly provided in this agreement, neither party makes any warranties of any kind, whether express, implied, statutory or otherwise, and GGLink and its licensors specifically disclaim all implied warranties including, but not limited to, any warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free service, availability, accuracy, and any and all implied warranties arising from statute, course of dealing, course of performance, or usage of trade to the maximum extent permitted by applicable law. Other than as expressly set out in this agreement, the services are provided as-is, as available, and with all faults.
In no event shall GGLink's liability arising out of or related to the agreement for any reason (including, but not limited to, contract, tort, or any other theory of liability) exceed in the aggregate the number of fees paid or owed by the Client to GGLink in the 12 months preceding the claim.
In no event shall GGLink or their licensors have any liability for indirect, special, incidental, consequential, or punitive damages, nor any cover for lost profits, however, caused, arising out of or in any way connected with this agreement whether or not GGLink has been advised of the possibility of such damages.
The SLA sets out the Client’s sole remedies for downtime, unavailability, or other SLA failures.
The Client agrees to indemnify GGLink against any claims, damages, losses, costs and expenses which GGLink may sustain or incur in relation to any content and materials which the Client provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights.
GGLink agrees to indemnify the Client against any claims, damages, losses, costs and expenses which the Client may sustain or incur in relation to breaches of the Confidentiality and Intellectual Property Rights clauses of this Contract committed knowingly by GGLink.
Nothing in this Contract shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
Neither GGLink nor the Client shall be liable for breaching this Agreement where that breach results from Force Majeure.
Force Majeure refers to any event that is beyond the reasonable control of the parties and includes, but is not limited to, acts of God; acts of war; national emergencies; governmental action; union action; civil unrest; fire; explosion; flood and theft.
Initial Period of Service
The initial period of Service will commence on the date that the Client’s Website goes live, or the Client’s Order is processed. This term shall last for a period of 12 months, subject to the termination provisions below.
Upon expiration of the initial period of Service, this Agreement will renew for successive Renewal Terms, each equal to the immediately preceding term, unless one Party notifies the other in writing of its intent not to renew no later than 30 days prior to the expiration of the then-current term.
Subsequent periods of Service shall last for a period of 12 months each and will follow on from a previous period, without interruption, subject to the fulfilment of the Client’s obligations under the Fees and Payment Clause of this Agreement.
All subsequent periods are subject to the termination provisions below.
Termination by Either Party
Either party may terminate this Contract immediately in the event that:
Either party commits a serious, grave or material breach or persistent breaches of this Contract including non-performance, default or neglect of its duties, responsibilities and obligations under this Contract, and
Such breach remains unremedied for a period of 30 days from the written notice given by the other party specifying the breach and requiring its remedy; or
Such breach is not capable of remedy.
Termination by GGLink
GGLink reserves the right to terminate this Agreement at any point with one months’ written notice at GGLink's discretion, or GGLink reserves the right to terminate this Agreement or to suspend the Service with immediate effect in the following circumstances:
If the Client fails to pay fees due under the Fees and Payment Clause of this Agreement; or
A known security vulnerability is identified within the Client Website that remains unremedied for more than 24 hours after notification; or
If the Client is in breach of the terms of this Agreement; or
If the Client becomes the subject of a voluntary arrangement under Section 1 of the Insolvency Act 1986; or
If the Client is unable to pay its debts within the definition of Section 123 of the Insolvency Act 1986; or
If the Client has a receiver, manager, administrator or administrative receiver appointed over all or a substantial part of its undertakings, assets, or income; has passed a resolution for its winding up, or is the subject of a petition presented to a court for its winding up or for an administration order.
Termination by the Client
The Client may request the termination of the Service and this Agreement at any point with one months’ written notice. The following shall apply to such situations
If the Client wishes to terminate during the course of 12 months of Service provision, the Service will end one month after GGLink receives the Client’s written notice.
On termination of the Service and this Agreement, the Client’s Website and all related material will be removed from GGLink Hardware.
If the Client sends a termination notice in error or changes their mind, GGLink must be informed within 2 months of the notice that the Client wishes their Account to be restored. Any notification outside of this period will require a new Account to be set up, with the Client being required to pay for a full 12-month period.
The Client will be required to pay a re-activation fee of £100.00 plus VAT.
Upon termination of this Contract, the following shall become immediately due:
Any and all outstanding invoices; and
Any costs accrued up to termination date not already subject to invoice; and
Any costs incurred by GGLink upon the termination of the contract.
The Company adheres to all national and EU data protection, data transfer, data retention, and confidentiality regulations and always stores data sent to us in a secure manner within our security policy.
Although the Company has tried to keep this contract language simple, the intentions are serious, and the contract is a legal document under the exclusive jurisdiction of English Law and Courts.