The following terms and conditions apply to all services provided by Spotlight Studios Limited “Spotlight Studios” to the Client.
1. ACCEPTANCE
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.
2. CHARGES
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.
3. DEVELOPMENT
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.
5. DEADLINES
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.
10. PAYMENT
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
Web browsers
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.
14. COPYRIGHT
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.
15. CONFIDENTIALITY
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.
17. ARREARS
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.
18. TERMINATION
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.
18.1 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.
18.3 Refunds
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.
20. INDEMNITY
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
Spotlight Studios is registered with the Information Commissioner’s Office (ICO) and upholds the principles of the General Data Protection Regulation (GDPR) with the utmost rigor (how we handle data internally is covered within our Privacy policy). We are committed to maintaining a GDPR-compliant hosting infrastructure within the UK and ensure that as a data processor, we adhere to the following commitments:
- 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.
22. GENERAL
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.
24. LIABILITY
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.
24. SEVERABILITY
This Agreement shall be governed by English Law.
The following terms and conditions apply to all hosting services provided by Spotlight Studios Limited “Spotlight Studios” to the Client.
1. Services
Subject to the terms of this Agreement, and contingent on Customer’s satisfaction of Spotlight Studios’ credit approval requirements, Spotlight Studios agrees to provide the web hosting services described in the Order for the fees stated in the Order.
2. Term
The initial service term of the Agreement shall begin on the date that Spotlight Studios generates an e-mail message to Customer announcing the activation of the Customer’s account (the “Service Commencement Date”) and shall continue for the number of months stated in the Order (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew unless Spotlight Studios or Customer provides the other with written notice of non-renewal through the customer centre which is located at https://portal.spotlightstudios.co.uk/clientarea.php The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the “Term.”
3. Payments
(a) Fees.
Fees are payable in advance on the first day of each billing cycle. Customer’s billing cycle shall be monthly, quarter, semi-annually, annually, or bi-annually as indicated on the Order, beginning on the Service Commencement Date. Spotlight Studios may require payment for the first billing cycle before beginning service. If the Order provides for credit/debit card billing, Customer authorises Spotlight Studios to bill subsequent fees to the credit/debit card on or after the first day of each successive billing cycle during the Term of this Agreement; otherwise Spotlight Studios will invoice Customer via electronic mail to the Primary Customer Contact listed on the Order. Invoiced fees may be issued on or before the 1st day of each billing cycle, and the fees shall be due on the 7th day following invoice date, but in no event earlier than the first day of each billing cycle.
Payments must be made in Great British pound. Customer is responsible for providing Spotlight Studios with changes to billing information (such as credit card expiration, change in billing address) at its option, Spotlight Studios may accrue charges to be made to a credit/debit card until such charges exceed £10.00. Spotlight Studios may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. Spotlight Studios may suspend the service without notice if payment for the service is overdue. Fees not disputed within sixty (60) days of due date are conclusively deemed accurate. Customer agrees to pay Spotlight Studios’ reasonable reinstatement fee following a suspension of service for non-payment, and to pay Spotlight Studios’ reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs.
(b) Fee Increases.
Spotlight Studios may increase its fees for services effective the first day of a Renewal Term by giving notice to Customer of the new fees at least fourteen (14) days prior to the beginning of the Renewal Term, and if Customer does not give a notice of non-renewal as provided in Section 2 above, the Customer shall be deemed to have accepted the new fee for that Renewal Term and any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term).
(c) Refunds.
Refunds are only valid on the initial term for Shared web hosting packages. Outside of any SLA refunds are not available on VPS Servers, Dedicated Servers, Managed Servers, Domain Registrations, SSL Certificates, or any other services not listed here.
(d) Credits.
At times when a Credit is issued to an account for any reason, this credit is non-refundable. Furthermore any positive credit balance on an account at the time of account termination is immediately forfeited.
(e) Early Termination.
Customer acknowledges that the amount of the fee for the service is based on Customer’s agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event Spotlight Studios terminates the Agreement for Customer’s breach of the Agreement in accordance with Section 9 (Termination), or Customer terminates the service other than in accordance with Section 9 (Termination) for Spotlight Studios’ breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due on the business day following termination of the Agreement.
(f) Chargebacks
All disputes and overcharges must be reported directly to Spotlight Studios, in writing, within thirty (30) days.
4. Law/AUP
Customer agrees to use the service in compliance with applicable law and Spotlight Studios’ Acceptable Use Policy posted at https://spotlightstudios.co.uk/terms-and-conditions/ (the “AUP”), which is hereby incorporated by reference in this Agreement. Customer agrees that Spotlight Studios may, in its reasonable commercial judgement consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on Customer’s use of the Services. Amendments to the AUP are effective on the earlier of Spotlight Studios’ notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment. Customer agrees to cooperate with Spotlight Studios’ reasonable investigation of any suspected violation of the AUP. In the event of a dispute between Spotlight Studios and Customer regarding the interpretation of the AUP, Spotlight Studios’ commercially reasonable interpretation of the AUP shall govern.
5. Customer Information
Customer represents and warrants to Spotlight Studios that the information he, she or it has provided and will provide to Spotlight Studios for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to Spotlight Studios that he or she is at least 18 years of age. Spotlight Studios may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer’s account until Customer has provided a written notice changing the Primary Customer Contract.
6. Indemnification
Customer agrees to indemnify and hold harmless Spotlight Studios, Spotlight Studios’ affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorney’s fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer’s services in violation of applicable law or the AUP by Customer or any person using Customer’s log on information, regardless of whether such person has been authorized to use the services by Customer.
7. Disclaimer of Warranties
Spotlight Studios does not warrant or represent that the services will be uninterrupted, error-free, or completely secure. To the extent permitted by applicable law spotlight studios disclaims any and all warranties including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. To the extent permitted by applicable law, all services are provided on an “as is” basis.
8. Limitation of Damages
Neither party shall be liable to the other for any lost profits, or any indirect, special, incidental, consequential or punitive loss or damage of any kind, or for damages that could have been avoided by the use of reasonable diligence, arising in connection with the agreement, even if the party has been advised or should be aware of the possibility of such damages.
Notwithstanding anything else in the agreement to the contrary, the maximum aggregate liability of spotlight studios and any of its employees, agents or affiliates, under any theory of law (including breach of contract, tort, strict liability, and infringement) shall be a payment of money not to exceed the amount payable by customer for three months of service.
9. Suspension/Termination
(a) Suspension of Service.
Customer agrees that Spotlight Studios may suspend services to Customer without notice and without liability if: (i) Spotlight Studios reasonably believes that the services are being used in violation of the AUP; (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) Spotlight Studios reasonably believes that the suspension of service is necessary to protect its network or its other customers, or (iv) as requested by a law enforcement or regulatory agency. Customer shall pay Spotlight Studios’ reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.
(b) Termination.
The Agreement may be terminated by the Customer at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if Spotlight Studios fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Customer’s written notice describing the failure in reasonable detail. The Agreement may be terminated by Spotlight Studios prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability as follows: (i) upon thirty (30) days notice if Customer is overdue on the payment of any amount due under the Agreement; (ii) Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within thirty (3) days of a written notice from Spotlight Studios describing the violation in reasonable detail; (iii) upon one (1) days notice if Customer’s Service is used in violation of a material term of the AUP more than once, or (iv) upon one (1) days notice if Customer violates Section 5 (Customer Information) of this Agreement. Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.
(c) Account Information / Billing
It remains the customers responsibility to ensure the information in your account is current and up to date. All invoices and account notifications will be sent to the primary address used to set up your account. Spotlight Studios are not liable for any resulting suspensions or terminations due to incorrect account information or failing to pay your invoice on time.
(d) Data
Subject to any additional arrangements with Spotlight Studios the data housed within a customers hosting account is their responsibility. During a suspension access to your hosting control panel is limited and access is provided at the discretion of Spotlight Studios and may be subject to additional fees. If your account remains in arrears you will receive a pending termination notice providing 30 (thirty) days to take action. After such time your hosting account will be permanently removed along with any associated backups. This process is irreversible and Spotlight Studios will not be held liable for any resulting implications.
(e) Unsuspension
Once your account balance has been settled or Spotlight Studios Ltd have agreed to re-activate your account there may be a period of up to 5 working days before your website is available to the public. We reserve the right to charge an administration fee on top of your existing service fees or any late payment fees you may have ben previously liable for. Spotlight Studios will not be held liable for any resulting implications of your website being offline.
10. Requests for Customer Information
Customer agrees that Spotlight Studios may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer’s customers or end users that Spotlight Studios believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
11. Backup
Upon account creation the customer will be provided with all the necessary login details for their hosting control panel. If the customer requires a backup of any content hosted by Spotlight Studios notwithstanding any agreement with Spotlight Studios to provide back up services this can be obtained from the hosting control panel. Ad-hoc backup requests will be subject to additional fees.
12. Changes to Spotlight Studios’ Network
Upgrades and other changes in Spotlight Studios’ network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customer’s hosted content and/or applications. Spotlight Studios reserves the right to change its network in its commercially reasonable discretion, and Spotlight Studios shall not be liable for any resulting harm to Customer.
Upon account termination all backups stored by Spotlight Studios will be removed along with the associated hosting account. It is the customers responsibility to ensure they have a backup of their data. Suitable notice periods in accordance to the termination policy are provided and Spotlight Studios will not be liable for any loss of data as part of a termination.
13. Notices
Notices to Spotlight Studios under the Agreement shall be given via e-mail to the address provided for customer support on https://spotlightstudios.co.uk Notices to Customers shall be given via e-mail to the individual listed as the Primary Customer Contact on the Order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Customer may change his, her or its notice address by a notice given in accordance with this Section.
14. Force Majeure
Spotlight Studios shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond Spotlight Studios’ control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organised labour action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
15. Governing Law/Disputes
The Agreement shall be governed by the laws of the United Kingdom, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods.
16. Miscellaneous
Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party’s name or trade mark without the other party’s prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority. This Agreement may be amended only by a formal written agreement signed by both parties. The terms on Customer’s purchase order or other business forms are not binding on Spotlight Studios unless they are expressly incorporated into a formal written agreement signed by both parties. A party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement. A party’s waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement. There are no third party beneficiaries to the Agreement. Neither insurers nor the customers of resellers are third party beneficiaries to the Agreement. Customer may not transfer the Agreement without Spotlight Studios’ prior written consent. Spotlight Studios’ approval for assignment is contingent on the assignee meeting Spotlight Studios’ credit approval criteria. Spotlight Studios may assign the Agreement in whole or in part.
This Agreement together with the Order and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replace any prior understanding or communication, written or oral.
17. Refuse Service
Spotlight Studios reserves the right to refuse or cancel service to any active or in-active customers for any or no reason.
This Acceptable Use Policy (“AUP”) governs the use of Spotlight Studios’ web hosting service. Violation of this AUP may result in suspension or termination of your service. In the event of a dispute between you and Spotlight Studios regarding the interpretation of this AUP, Spotlight Studios’ interpretation, in its reasonable commercial judgment, shall govern.
Offensive Content
You may not publish or transmit via Spotlight Studio’s service any content that Spotlight Studios reasonably believes:
- constitutes child pornography;
- constitutes pornography or adult related material;
- is excessively violent, incites violence, threatens violence, or contains harassing content or hate speech;
- is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
- is defamatory or violates a person’s privacy;
- creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with a investigation by law enforcement;
- improperly exposes trade secrets or other confidential or proprietary information of another person;
- is intended to assist others in defeating technical copyright protections;
- clearly infringes on another person’s trade or service mark, patent, or other property right;
- promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking;
- is otherwise illegal or solicits conduct that is illegal under laws applicable to you or to Spotlight Studios; or
- is otherwise malicious, fraudulent, or may result in retaliation against Spotlight Studios by offended viewers.
Content “published or transmitted” via Spotlight Studios’ service includes Web content, e-mail, bulletin board postings, chat, and any other type of posting or transmission that relies on any Internet service provided by Spotlight Studios.
Security
You must take reasonable security precautions. You must protect the confidentiality of your password, and you should change your password periodically.
Obeying the Law
As Spotlight Studios is registered and located within the United Kingdom (UK), we are required to follow any and all UK laws. This provision applies to all Services provided and maintained by Spotlight Studios, whether located within the UK or other countries.
Resource Usage
Each customer is required to utilise as little server resources as possible, so as to allow for reasonable performance by all Spotlight Studios customers. Because server CPU and memory are shared resources, excessive consumption of these resources can interfere with or completely prevent normal service performance for other users. The Company reserves the right to suspend or terminate Services on any account that, at our sole discretion, is abusing server resources. Such suspension or termination can occur at any time without prior warning, and for any or no reason.
Abusive Actions
Any and all abusive actions directed towards our staff will not be tolerated. If you use foul language, threaten us, or do anything else that we may find offensive, you will be subject to, at the Company’s sole discretion, suspension or termination of Services without refund, with or without notice. This includes, but is not limited to, threats to sue, slander, libel, publicly post, or chargeback.
Restriction on Storage Space Usage
All accounts are subject to the following restrictions on storage space usage:
- Accounts must have valid, working websites, and not violate any previously subscribed terms
- Accounts are not for use of mass storage of backups, files, audio, video, zip files or others at our discretion
- Accounts are not for us of mass distribution of files, such as torrents or mirrors
- Any account found violating these terms may be suspended or terminated without warning
Unsolicited E-Mail
You may not send any unsolicited e-mail, either in bulk or individually, to any person who has indicated that they do not wish to receive it.
You must comply with the rules of any other network you access or participate in using your Spotlight Studios’ services.
Material Protected by Copyright
You may not publish, distribute, or otherwise copy in any manner any music, software, art, or other work protected by copyright law unless:
- you have been expressly authorised by the owner of the copyright for the work to copy the work in that manner;
- you are otherwise permitted by established United Kingdom copyright law to copy the work in that manner.
Spotlight Studios will terminate the service of repeat copyright infringers.
Copyright Infringement Notice (Digital Millennium Copyright Act)
If you believe your copyright is being infringed by a person using the Spotlight Studios network, please send your notice of copyright infringement to abuse@spotlightstudios.co.uk
Your notice must include the following:
- A physical or electronic signature of a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted words at a single site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Spotlight Studios to locate the material;
- Information reasonably sufficient to permit Spotlight Studios to contact you, such as an address, telephone number, and, if available, an e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, the copyright owner’s agent, or the law;
- A statement that the information in the notification is accurate, and under penalty of perjury that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Other
You must have valid and current information on file with your domain name registrar for any domain hosted on the Spotlight Studios network.
Disclaimer
Spotlight Studios is under no duty, and does not by this AUP undertake a duty, to monitor or police our customers’ activities and disclaims any responsibility for any misuse of the Spotlight Studios network.
Internet Abuse
You may not engage in illegal, abusive, or irresponsible behavior, including:
- Unauthorised access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures (including those belonging to Spotlight Studios and its customers) without express authorisation of the owner of the system or network;
- Monitoring data or traffic on any network or system without the authorisation of the owner of the system or network;
- Interference with service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks;
- Use of an Internet account or computer without the owner’s authorisation, including, but not limited to Internet scanning (tricking other people into releasing their passwords), password robbery, security hole scanning, and port scanning;
- Forging of any TCP-IP packet header or any part of the header information in an e-mail or a newsgroup posting; or
- Any conduct that is likely to result in retaliation against the Spotlight Studios’ network.
- Use of Spotlight Studios’ network in a way that unreasonably interferes with Spotlight Studios’ other customers use of the network
Cloud Hosting
99.5% Connectivity Guarantee
Spotlight Studios guarantees that when not undergoing scheduled maintenance, the network infrastructure is available 99.5% of the time. In the event of an unplanned network failure, we’ll refund 24 hours’ service for every 300 minutes of lost connection – up to a maximum value equal to your monthly subscription charge. Any credits offered under the SLA will be allocated against your Spotlight Studios Ltd account.
4 Hour Response
Should there be a problem with your server, a qualified engineer will be working on the problem within 4 hours of being notified. In the rare event that your problem cannot be solved within 4 hours, we ensure that you’re kept up to date until the problem is resolved.
Business & Managed Hosting
100% Connectivity Guarantee
Spotlight Studios guarantees that when not undergoing scheduled maintenance, the network infrastructure is available 100% of the time. In the event of an unplanned network failure, we’ll refund 24 hours’ service for every 60 minutes of lost connection – up to a maximum value equal to your monthly subscription charge. Any credits offered under the SLA will be allocated against your Spotlight Studios Ltd account.
2 Hour Response
Should there be a problem with your server, a qualified engineer will be working on the problem within 2 hours of being notified. In the rare event that your problem cannot be solved within 2 hours, we ensure that you’re kept up to date until the problem is resolved.
We will also provide a detailed overview of the issue and let you know when it will be resolved. Once the issue is resolved we make sure you have a full picture of what’s happened. An engineer’s report with full details of the issue and resolution is sent to you within 48 hours of completion.
Two Hour Hardware Replacement
In the unlikely event of unfixable server hardware failure, we guarantee that hardware will be replaced within two hours of the problem’s diagnosis. Hardware is defined as the processor(s), RAM, hard disk(s), motherboard, NIC card and other related hardware included with the server. This guarantee excludes the time required to rebuild a RAID array and the reload of certain operating systems, processors and applications. It does not include any bespoke server hosting solutions.
The information contained in this website is for general information purposes only. The information is provided by Spotlight Studios and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk. In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website. Through this website you are able to link to other websites which are not under the control of Spotlight Studios. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them. Every effort is made to keep the website up and running smoothly. However, Spotlight Studios takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.
Where work is out for tender Spotlight Studios may on occasion offer a “Price Match Guarantee“. We try to stray away from confusing jargon here but the below points are the important things you should know:
- We ONLY price match against UK VAT Registered Businesses
- We require the original copy of the competitors quotation and/or a link to their website (if their pricing is public) within 14 days of you receiving our quote
- The features/services they are offering need to resemble the features/service we are offering to price match (i.e. like for like). This would mean they need to be offering website development on the same platform
- We Do NOT price match against recurring services such as Hosting, Webmaster, DNS Management etc (unless otherwise stated)
- If we agree to match the competitors quote, an order form will be raised with the new pricing and must be signed within 48hrs
Spotlight Studios retains the right NOT to price match the competitors quote if we feel the quotations are too dissimilar, that we would be forced to operate at a financial loss or any other undisclosed reason.
Your rights
Organisations using the Direct Debit Scheme go through a careful vetting process before they’re authorised, and are closely monitored by the banking industry. The efficiency and security of Direct Debit is monitored and protected by your own bank or building society.
The Direct Debit Guarantee applies to all Direct Debits. It protects you in the rare event that there is an error in the payment of your Direct Debit, for instance if a payment is taken on the incorrect date, or the wrong amount is collected. It cannot be used to address contractual disputes between you and the billing organisation.
Direct Debit Guarantee
- The Guarantee is offered by all banks and building societies that accept instructions to pay Direct Debits
- If there are any changes to the amount, date or frequency of your Direct Debit the organisation will notify you (normally 5-10 working days) in advance of your account being debited or as otherwise agreed. If you request the organisation to collect a payment, confirmation of the amount and date will be given to you at the time of the request
- If an error is made in the payment of your Direct Debit, by the organisation OR your bank or building society, you are entitled to a full and immediate refund of the amount paid from your bank or building society
- If you receive a refund you are not entitled to, you must pay it back when the organisation asks you to
- You can cancel a Direct Debit at any time by simply contacting your bank or building society. Written confirmation may also be required by the bank.
- Any changes to your billing also requires that you send an email to accounts@spotlightstudios.co.uk as you may still be in contract and an alternative method of payment needs to be setup / agreed.
