Terms and Conditions

1. Definitions

In these Terms and Conditions, unless the context otherwise requires:

Client

means the person, partnership, organisation or company purchasing services from Watman Web Ltd.

Quotation

means any written quotation, estimate or proposal provided by Watman Web Ltd.

Proposal

means the project specification, proposal, agreement or statement of work agreed between Watman Web Ltd and the Client.

Artwork

means any digital or printed design materials created as part of a project.

Digital Media

means websites, web applications, intranets, extranets, digital publications, software, graphics, audiovisual content, coding, databases and related materials created by Watman Web Ltd.

Go Live

means the date on which a website, application or digital service becomes publicly available or otherwise enters active use.

2. Website Platform, Software and Intellectual Property

2.1 Ownership of Client Materials

All intellectual property rights arising out of or in connection with the services shall be owned by us, excluding any Client materials and any third party materials.

2.2 Proprietary Systems

Subject to our receipt of all payments due to us by the Client, the Client is granted a non-exclusive, royalty-free, non-transferable perpetual licence to use the deliverables for the purpose of receiving and exploiting the services.

2.3 Intellectual Property Rights

Where the services incorporate any third party materials (including, without limitation, the EOS System):

1. All intellectual property rights in such materials shall remain vested in the relevant third party.
2. Watman Web Ltd shall not grant the Client any rights in respect of such materials which exceed the rights granted to it under the applicable third party licence.
3. The Client’s use of such materials shall be strictly limited to use as part of the services and shall be subject to such usage restrictions, limitations or conditions as are notified to the Client by Watman Web Ltd from time to time.
4. Watman Web Ltd shall ensure that the Client is made expressly aware of, and agrees to be bound by, all such applicable restrictions prior to any use of the relevant third party materials.
5. In any event, the Client shall not use any such third party materials other than in accordance with the scope of use reasonably contemplated by the services.
6. Watman Web Ltd shall remain responsible for ensuring compliance in respect of use of third party materials as if they were its own.

2.4 Licence to Use

The Client is granted a perpetual licence to use such systems as part of the website or digital service supplied to them.

2.5 Third Party Modifications

Where a website is hosted, maintained or modified by parties other than Watman Web Ltd, we accept no responsibility for any resulting loss of functionality, compatibility, performance, security or data.

2.6 Transfer of Ownership

The Client may transfer ownership of their website to another party provided that no ownership rights are transferred in any proprietary software, framework or platform technology.

2.7 Reuse of Development Methods

Watman Web Ltd reserves the right to reuse general development techniques, coding methods, frameworks, layouts and non-client-specific elements in future projects.

3. Extent of Permitted Reproduction and Rights

3.1

The Client may create reasonable backup copies of Artwork, Digital Media and related data.

3.2

The Client shall maintain appropriate security measures to prevent unauthorised access, use, distribution or copying of project materials.

3.3

Except where expressly agreed in writing, the Client shall not acquire ownership of proprietary software, development frameworks or intellectual property belonging to Watman Web Ltd or any third party.

4. Payments

4.1

The Client shall pay all fees specified within the Quotation, Proposal or invoice by the stated due date.

4.2

All prices are exclusive of VAT unless otherwise stated.

4.3

Where a deposit is required, work may not commence until the deposit has been received.

4.4

Deposits are non-refundable unless otherwise agreed in writing.

4.5

Watman Web Ltd reserves the right to suspend work or withhold delivery of completed work where invoices remain unpaid.

5. Project Scope and Changes

5.1

Quotations and proposals are based upon the scope of work agreed at the time of issue.

5.2

Any additional work requested outside the agreed scope may be subject to additional charges.

5.3

Changes requested after approval of designs, content or functionality may affect project costs and delivery timescales.

5.4

Watman Web Ltd reserves the right to issue revised quotations where project requirements materially change.

6. Defects and Warranty

6.1

Watman Web Ltd will use reasonable skill and care in delivering services but does not warrant that products or services will provide functionality not specifically described within the Proposal.

6.2

Any defects reported within a reasonable period following delivery will be investigated and, where appropriate, corrected.

6.3

Watman Web Ltd provides no warranty regarding the longevity, availability or performance of third-party products or services.

7. Delivery and Go Live

7.1

Any delivery date, launch date or Go Live date shall be treated as an estimate unless expressly agreed otherwise in writing.

7.2

Watman Web Ltd shall not be liable for delays caused by the Client, third-party suppliers or circumstances beyond our reasonable control.

7.3

The Client is responsible for reviewing and approving materials before publication or launch.

8. Limitation of Liability

8.1

Watman Web Ltd shall not be liable for any indirect, consequential or economic loss including loss of profits, loss of business, loss of revenue, loss of goodwill or loss of data.

8.2

Nothing in these Terms shall exclude liability for death or personal injury caused by negligence, fraud or any liability which cannot legally be excluded.

8.3

To the fullest extent permitted by law, Watman Web Ltd's total liability arising from any project or service shall not exceed the amount paid by the Client for that specific project or service.

9. Client Information and Content

9.1

The Client warrants that all information supplied to Watman Web Ltd is accurate and lawful.

9.2

The Client remains solely responsible for the accuracy and legality of all content supplied for publication.

9.3

The Client warrants that any content, images, documents, trademarks or materials supplied do not infringe the rights of any third party.

9.4

The Client agrees to indemnify Watman Web Ltd against claims, damages, costs and expenses arising from materials supplied by the Client.

10. Domain Names

10.1

Where Watman Web Ltd manages domain names on behalf of the Client, we will take reasonable steps to administer and maintain those domains in accordance with the Client's instructions.

10.2

Domain registration and renewal fees remain the responsibility of the Client unless otherwise agreed.

10.3

Watman Web Ltd accepts no liability for loss of a domain resulting from inaccurate registration information, failure to renew, registrar actions or circumstances beyond our control.

11. Website Hosting and Online Services

11.1

The Client remains solely responsible for the content published on their website.

11.2

The Client shall not use any website or hosting service to publish unlawful, offensive, fraudulent or infringing material.

11.3

Watman Web Ltd reserves the right to suspend services where necessary to protect system security, service integrity or legal compliance.

11.4

Watman Web Ltd does not guarantee uninterrupted availability of hosting, domain, email, search engine, third-party API or internet-based services.

11.5

Scheduled maintenance, software updates, security incidents, supplier outages and circumstances beyond our reasonable control may result in temporary service interruption.

11.6

The Client agrees to indemnify Watman Web Ltd against claims arising from content published on the Client's website.

12. Email Hosting and Services

12.1

The Client is responsible for ensuring that email usage complies with all applicable laws and regulations.

12.2

Watman Web Ltd does not routinely monitor the content of Client email communications except where required by law.

12.3

The Client is responsible for maintaining secure passwords and access credentials.

12.4

Watman Web Ltd shall not be liable for losses arising from phishing attacks, compromised credentials, malware, spam filtering issues or unauthorised access unless caused directly by our negligence.

12.5

While reasonable efforts are made to provide reliable email services, no guarantee is given regarding uninterrupted delivery or availability.

13. Advertising and Marketing Materials

13.1

The Client is responsible for ensuring the accuracy and legality of all advertising content.

13.2

Watman Web Ltd accepts no liability for errors within approved advertising materials once published or distributed.

13.3

The Client agrees to indemnify Watman Web Ltd against claims arising from advertising content supplied by or approved by the Client.

14. Portfolio Rights

14.1

Unless otherwise agreed in writing, Watman Web Ltd reserves the right to display completed work within its portfolio, marketing materials, case studies, presentations, social media channels and promotional activities.

15. Termination

15.1

If the Client breaches these Terms and Conditions and fails to remedy such breach within fourteen days of written notice, Watman Web Ltd may terminate the agreement.

15.2

Watman Web Ltd may terminate services immediately where the Client becomes insolvent, enters administration, enters liquidation or otherwise ceases trading.

15.3

Termination shall not affect any rights or obligations accrued prior to termination.

16. Changes to Terms and Conditions

16.1

Watman Web Ltd reserves the right to amend these Terms and Conditions from time to time.

16.2

The latest version published on our website shall apply to future services unless otherwise agreed in writing.

17. Governing Law

17.1

These Terms and Conditions and any dispute or claim arising from them shall be governed by and construed in accordance with the laws of England and Wales.

17.2

The parties agree that the courts of England and Wales shall have exclusive jurisdiction over any dispute arising in connection with these Terms and Conditions.