The following terms and conditions apply to all services provided by Spotlight Studios Limited “Spotlight Studios” to the Client.
It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
Charges for services to be provided by Spotlight Studios are defined in the project proposal that the Client receives via e-mail. Quotations are valid for a period of 30 days. Spotlight Studios reserves the right to alter or decline to provide a proposal after expiry of the 30 days.
Spotlight Studios reserves the right to invoice for all the project once development is complete and the only remaining work to be done is awaiting on content from the client.
Payment for services is due via Credit Card, PayPal, Direct Debit, Bank Transfer or Cryptocurrency. Cheques are no longer accepted. Credit Card, PayPal and Direct Debit payments can be completed from within the Client Portal and Bank details will be made available at the bottom of all invoices. If you’d like to pay via Cryptocurrency then please make a member of the team aware and we will facilitate this for you.
2.1 LARGER PROJECTS / TASKS
Unless otherwise agreed with the Client, all website design services require an advanced payment which can be anywhere from 25-100% of the project total depending on the size of the project. Any remaining balance will be required in subsequent milestone payments or due before going live.
2.2 ONGOING SUPPORT / SMALL AD HOC TASKS
Unless otherwise agreed with the Client, any ongoing support or small ad hoc tasks on a live (public facing) website where the lead time is likely to extend beyond two (2) weeks is subject to an upfront payment. At the sole discretion of Spotlight Studios or where an agreement is in place any smaller tasks where the lead time is unlikely to exceed beyond two (2) weeks may be paid upon completion of the agreed work.
If you’re not on a support contract or have support blocks you still have the option for ad-hoc support. This type of request will incur a minimum 2hr charge at our current hourly rate.
If there is any ambiguity in how a particular aspect of a website should look or function our guiding principle will be “what’s the simplest, quickest way to do it?”. Under no circumstances will Spotlight Studios absorb any additional work/costs for pursuing a route we didn’t fully support, raised concerns with for any reason or offered an alternative solution that was not followed.
Custom applications designed from the ground up will require suitable maintenance contracts for ongoing support and bug fixes. Under no circumstances will Spotlight Studios be expected to provide ongoing support for a feature or application without a maintenance contract being in place.
In the event a specific feature involves considerably more work than expected Spotlight Studios will not be required to complete the task at the originally quoted price.
4. CLIENT REVIEW
Spotlight Studios will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Spotlight Studios otherwise within ten (14) days of the date the materials are made available to the Client.
Unless otherwise agreed with the client, deadlines are to be treated as a guide of when we expect a project/task to be completed. Spotlight Studios will make all attempts to deliver the agreed project/task within the agreed timescales pending payments are all up to date. In the event a deadline begins to slide Spotlight Studios will provide a reason as to why this has happened and will make all attempts to deliver this in a prompt manner.
Unless otherwise agreed with the client in advance no compensation in any form will be provided by Spotlight Studios to the client if a project/task is not delivered within the deadline, no matter the timeframe in question.
Spotlight Studios expects the Client to delegate a single individual as a primary contact to aid Spotlight Studios with anything that is required to complete the project in a satisfactory and expedient manner. During the project, Spotlight Studios will require the Client to provide website content; text, images, movies and sound files. Once the scope of work has been agreed changing any aspects of the site will likely involve additional cost and will cause subsequent delays.
6. INHERITED PROJECTS
Spotlight Studios absolves itself from any responsibility or liability for any existing functionality on inherited projects from a 3rd party, whether this be through an acquisition, a migration of service provider or otherwise. This includes any work Spotlight Studios may have been instructed to carry out as a 3rd party themselves. Spotlight Studios will work to resolve any issues raised on inherited projects but this will always be subject to additional costs or a maintenance contract.
7. WEBSITE CONTENT
Spotlight Studios requires you to provide all the relevant information in advance. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge and/or place your project on hold. If your project involves Search Engine Optimisation we need the text content for your site in advance so that the SEO can be planned and completed efficiently. Copywriting services are an additional cost and will always be itemised within a proposal if included.
IMPORTANT: Text content should be supplied as a Microsoft Word or Email with the pages clearly presentenced via titles or document names. These pages should have the same titles as the agreed website pages. Please Contact us if you need any further clarification.
Using our project management system, you can easily supply content and manage versions where necessary.
8. MEDIA DELIVERY
Unless otherwise specified in the project proposal, this Agreement assumes that any text will be provided by the Client in electronic format and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .jpeg, .png or .svg format.
9. DESIGN CREDIT
Unless otherwise agreed with the Client, a link will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. The Client also agrees that the website developed for the Client may be presented in Spotlight Studios portfolio. If the Client requests that the design credit be removed and that Spotlight Studios may not showcase their work within a portfolio then Spotlight Studios reserves the right to charge a nominal fee not exceeding £250.
A minimum deposit of £500 (or 25% for larger projects) will be required prior to starting a project unless otherwise agreed with the Client. For individual tasks, invoices will be raised upon confirmation of the agreed work. Completed work may not be pushed live until the invoice has been paid. Invoices are sent via email and are due upon receipt. Unless a genuine disagreement is raised by the client (in relation to the agreed work), accounts that remain unpaid are subject to late payment fees.
11. ADDITIONAL EXPENSES
Client agrees to reimburse Spotlight Studios for any additional expenses necessary for the completion of the work. Examples would be the purchase of specific fonts, stock photography, meetings etc.
12. Website Testing
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with smaller sized screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
Spotlight Studios makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the latest versions of the 4 most popular current browsers, Mozilla Firefox, Microsoft Edge, Google Chrome and Apple Safari. Internet Explorer is no longer considered by Spotlight Studios to be a “current browser” and is therefore NOT included within our standard testing process. Mobile Browsers will ONLY be tested on Google Chrome for Android and Apple Safari for iOS, no other browser testing for mobile will be included without extra cost .The client agrees that Spotlight Studios cannot guarantee correct functionality with all browser software across different operating systems, and on rare occasions may result in a particular feature not being able to be used and subsequently removed for that browser type or device.
In the event a website feature is not functioning on a particular browser Spotlight Studios will assess the situation. If it is determined that the issue raised is isolted to one browser and funtioning as expected on the other 3 listed browsers, this will not be covered under the standard build costs and will likley incur additional charges to diagnose and resolve. If the issue is replicated across 2 or more of the following browsers, Mozilla Firefox, Microsoft Edge, Google Chrome and Apple Safari, the solution will be included within the initial design costs, unless agreed otherwise in writing.
Spotlight Studios cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client. As such, Spotlight Studios reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
A responsive design that adjusts for mobile browsing use what is known in the industry as “breakpoints”, these identify when the format of a page should be altered. The dimensions we use are widely accepted “industry standard” and therefore if a certain devices has a display issue then we are not held liable for rectifying this. Modifying default breakpoints or adding in additional breakpoints may have adverse effects on other devices, but if you would like the breakpoints on your website modifying (or additional ones added in) to accommodate a certain device we can provide a separate estimate for that. By default each website will have at least 3 breakpoints which cover a range of resolutions. Whilst this covers a variety of experiences from mobile phones, tablets through to desktops, device specific experiences cannot be guaranteed and may result in additional costs if a feature needs to be adjusted for a singular device or resolution.
Pre-Live Due Diligence Checklist
Spotlight Studios is dedicated to delivering a website that meets the highest standards of quality and functionality. To that end, we have instituted a comprehensive pre-live due diligence checklist as an integral part of our internal quality assurance process. This checklist encompasses:
- Functionality Testing: Verification that all elements of the website are operational and perform seamlessly across various browsers and devices.
- Performance Review: Assessment of the website’s performance to ensure optimal speed and responsiveness.
- Security Audit: Rigorous security checks are conducted to identify and address any potential vulnerabilities, fortifying the website against common online threats.
- Compliance Scanning: Evaluation of the website to guarantee compliance with relevant legal and regulatory standards, including GDPR, ADA accessibility, and other necessary protocols.
Please note that our content review is confined to material authored by Spotlight Studios. Any copy provided by the client is presumed to be final and will not be subject to our review for accuracy, grammar, or completeness. It is the client’s responsibility to proofread and approve all provided content before the website goes live.
13. Complimentary 30-Day Post-Launch Support
For thirty (30) days commencing upon the live deployment of the website, Spotlight Studios commits to providing up to four (4) hours of Support Services at no additional cost to the Client. These Support Services are intended to offer necessary technical support and assistance to maintain and update the deliverables, which specifically includes rectifying any errors or deficiencies that may arise.
It is important to note that the complimentary support provided during this period is exclusive to maintenance and updates within the original scope of the project. Any enhancements or additional services that extend beyond the initial project scope will incur charges, which will be billed on a time and materials basis at Spotlight Studios’ standard hourly rate.
Should any Support Tickets be raised within the initial thirty (30) day support window, they will remain eligible for the complimentary support even if the resolution extends beyond this timeframe. Conversely, Support Tickets initiated after the expiration of the 30-day period will require an active support contract or will be subject to an individual quotation.
The Client retains 100% ownership of the site content (text, files and graphics), and grants Spotlight Studios the rights 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 Spotlight Studios permission and rights for use of the same and agrees to indemnify and hold harmless Spotlight Studios from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions.
In the event Spotlight Studios have supplied selected royalty free images the license is limited for website use only and must not be used elsewhere including another website owned by the client. Any additional use or misuse of the royalty free images supplied by Spotlight Studios (i.e. inside publications) would indemnify and hold harmless Spotlight Studios from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions.
Spotlight Studios reserves the right to retain copyright over the unique combination of all these elements supplied by the client constituting a “project” until payment has been made in full, after which point copyright passes in full and without exception to the client.
Spotlight Studios reserve the right to use any part of the source code for future projects and/or commercial products unless otherwise agreed.
All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
16. SEARCH ENGINE LISTINGS
Our websites are built with SEO in mind which allows search engines to index them at their discretion. If you require search engine optimisation at any point we can provide additional support upon request. We do not guarantee listings on Search Engines and the customer accepts that it is Search Engines and not Spotlight Studios that determine whom they list and whom they will not. The Customer further understands there is no guaranteed placement or rank on the Search Engines and that a new website may takes several weeks, months or may never even appear on some Search Engines at all.
For existing sites undergoing a re-design this can affect SEO. Changing the content and site structure can have a positive or negative effects on Search Engine Rankings, any negative effects will be entirely unintentional and Spotlight Studios cannot be held liable for any loss in rankings or revenue due to this factor. We offer SEO builds to help minimise the risk of any negative effects although this cannot be guaranteed. Additional services are available to help monitor and improve SEO after the launch of a product, these services enable us to highlight any trends early to maximise growth or minimise losses.
Cheques returned for insufficient funds will be assessed a return charge of £25 and the Client’s account will immediately be considered to be in arrears until full payment is received. Spotlight Studios reserves the right to revoke access or suspend any and all services under the Clients account until full payment has been received. Clients with accounts in arrears agree to pay Spotlight Studios reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Spotlight Studios in enforcing these Terms and Conditions.
Service will remain ongoing unless the client has requested their right to terminate.
Termination of services by the Client must be provided by the primary contact on the account AND in a written format, only then will the notice period begin. Telephone requests for termination of services (even by the primary account holder) will not be honoured until and unless confirmation is received in writing.
For existing services the Client must provide written notice no less than 30 days before the renewal of said service, otherwise the FULL amount of the next billable period becomes due. For services that are in development the Client will be invoiced for all work completed up to the date notice was given. Where a project is within fourteen (14) days of being delivered Spotlight Studios reserves the right to request full payment upon cancellation. Spotlight Studios will not honor any additional requests inline with the cancellation whilst your account is in arrears. We request all invoices are settled within fourteen (14) days providing ample time for any off-boarding.
In most instances additional work will be required to migrate a service away from Spotlight Studios. This may include (but is not limited to), license removal, termination of 3rd party licenses (such as office 365), provision and signing of NDAs, application clones, providing 3rd party access (where possible) OR backups, creation of any supporting documentation, and liaising directly with 3rd parties. A quotation will be provided for each individual circumstance but you can expect to be charged in the region of 0.5 – 2 days depending on the size of your project and the work involved.
Under no circumstances is the client able to continue using licenses registered to Spotlight Studios unless an agreement has been reached.
18.2 Projects Operating at a Loss
For any project to be determined as operating at a financial loss Spotlight Studios will provide multiple updates where potential risks to the project have been identified. If we’re unable to mitigate these risks in subsequent updates we may request the Client is open to renegotiating new terms. This may include “parking” a feature for a future iterations where it is not essential to the core application. However where the feature in question is essential to the core application an agreement must be reached. If an agreement between Spotlight Studios and the Client cannot be reached within 30 days of it being raised then Spotlight Studios reserves the right to terminate the contract without any implied fault from either party. Spotlight Studios will be entitled to payment for the work completed to date and the client is entitled to any non-proprietary work completed under their project.
In accordance with UK consumer law, refunds are not possible where work has been performed in compliance with the original work order, and no refunds will be given for services already rendered. Except as specifically provided in a written agreement by our company, all refunds for any other reason shall be issued as credit for future purchases within our company. This credit will be applied to the account from which the original purchase was made and will be of the same value as the original payment made for the returned goods or services. Any overpayments to your account will be credited and applied to future purchases. Any variations to this policy are solely at the discretion of our company.
19. THIRD PARTY
If the Client arranges their own hosting payment will be required in full before proving the client access to the source files. Once payment is received Spotlight Studios will supply a zip file containing everything that is needed to deploy the website with their host.
If it has been agreed that Spotlight Studios will deploy the website on a third-party server, Spotlight Studios ideally require temporary access to the hosting control panel however if no control panel is available Spotlight Studios must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP and MySQL access running the requested version. Depending on the specific nature of the project, other resources might also need to be configured on the server. Spotlight Studios reserves the right to charge additional fees if the third-party provider needs assistance/advice for any subsequent configurations or issues encountered.
Unless otherwise agreed or the service is terminated no third-party is permitted admin access to work (develop/design) on a project managed by Spotlight Studios. In circumstances where Spotlight Studios were not informed of third-party access or advised against granting access which was subsequently given Spotlight Studios are absolved from ensuring the website functions correctly.
In circumstances where Spotlight Studios were informed of third party access and subsequently agreed, Spotlight Studios recommends a backup is taken and the use of a development environment is utilised (subject to additional fees). Spotlight Studios cannot accept responsibility for any alterations caused by a third party occurring to the Client’s website or specific pages once installed. Such alterations include, but are not limited to additions, modifications and/or deletions.
If a problem is encountered at any point that relates back to the third-party work, Spotlight Studios recommends you seek advice from the third-party provider. Spotlight Studios expertise/assistance can be requested on a chargeable basis to either restore a working backup and/or to help diagnose the issue.
Spotlight Studios use propriety, premium and bespoke software throughtout our projects. The techniques and methods we use to build a website are considered trade secrets. ANY termination where you plan to continue using the website or where you wish to grant any third-party administrator access will require NDA’s to be signed by all parties and will be at the discression of Spotlight Studios.
All Spotlight Studios services may be used for lawful purposes only. You agree to indemnify and hold Spotlight Studios harmless from any claims resulting from your use of our service that damages you or any other party.
21. Client Data Protection Commitment under GDPR
- Data Processing by Instruction: We will process personal data strictly in accordance with your explicit instructions, respecting your authority as the data controller.
- Confidentiality Assurance: All data is treated with the highest level of confidentiality and will not be disclosed or used other than for the purposes set out in our agreement.
- Support in Fulfilment: Should you face any obligations under GDPR, we pledge to assist you in fulfilling these duties, particularly concerning the security of processing, the notification of personal data breaches, and data protection impact assessments.
In instances where analytics or tracking pixels are employed on a clients website, we will implement an “approve cookie” feature on the website to ensure consent is obtained from users in compliance with GDPR requirements.
Any tasks requested will fall under the terms of any pre-existing support contract. Should there be no such contract in place, we reserve the right to levy additional charges for work that necessitates further GDPR compliance measures.
These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s signature or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our terms and conditions.
23. GOVERNING LAW
This Agreement shall be governed by English Law.
Spotlight Studios will not do anything malicious or intentionally damaging to the client’s brand however we cannot guarantee that the functions contained in any of the products or services we provide will be error-free or fully functional 100% of the time and as such we cannot be held liable to you or any third party for damages, including lost profits, lack of sales, lost savings, lost reputation or other incidental, consequential or special damages arising out of the operation of or inability to operate this software, website and any other web pages, even if you have advised us of the possibilities of such damages.
Spotlight Studios hereby excludes itself, its Employees and or Agents from all and any liability from:
- Loss or damage caused by any inaccuracy;
- Loss or damage caused by omission;
- Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site;
- Loss or damage to clients’ artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.
The entire liability of Spotlight Studios to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
This Agreement shall be governed by English Law.