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Angelfish Terms and Conditions (T&Cs)

At Angelfish we pride ourselves on supplying excellent products and we are committed to delivering the highest standards of customer care and service. We will always do our best to fulfil your needs and meet your expectations, but it’s important from the outset that we clarify the commitment we are making to each other, along with detailing the way we work and what is included – and what is not included – within the scope of any project proposal, additional works estimate or annual renewal that we have given to you.

Our General T&Cs apply to all Booking System and Bespoke Software development (hereafter described as ‘the System’) and Website development/redesign projects (hereafter described as ‘the Website’) undertaken by Angelfish.  Our System and Website T&Cs also apply, depending on the type of project.

Please take the time to read all relevant T&Cs as they form the basis of your contract with Angelfish, and contact us if you have any queries.

 

General Terms & Conditions

1.0 Acceptance

It is not necessary for the Client (you) to have signed an acceptance of these Terms & Conditions (T&Cs) for them to apply. If you accept a project proposal, estimate or annual renewal from Angelfish Software Ltd (Angelfish) then it will be deemed that you have satisfied yourself as to the terms applying and have accepted these T&Cs in full. These T&Cs supersede all previous representations, understandings or agreements.

2.0 Charges and payment

Charges for services provided by Angelfish are defined in the project proposal and estimate that you have received via email. Project estimates are valid for a period of 30 days, unless otherwise stated. 

You agree to be bound by the terms of the payment schedule as specified in the project proposal. Unless otherwise agreed, Angelfish spreads the cost of a project across two equal invoices. We invoice 50% of the estimated project cost at the commencement of work and the remaining 50% (plus any additional charges that may have been incurred) once the project is ready to go live online. 

Annual renewal invoices are issued in advance, 4 (four) weeks prior to your anniversary date.

Interim support invoices may be issued on an ad-hoc basis once your account has reached the invoice support trigger.

We’re sure that you understand how important it is as a small business that you pay the invoices that we send you promptly. 

  • We issue invoices electronically. 
  • Our payment terms are 10 (ten) days from the date of the invoice, by BACS, PayPal or cheque. 
  • All estimates are quoted in GBP (£) and payments will be made at the equivalent conversion rate at the date the transfer is made. 
  • You agree to pay all charges associated with international transfers of funds.
  • The appropriate bank account details will be printed on our electronic invoice. 
  • Angelfish reserves the right to charge interest on all overdue debts at the rate of 5% per month or part of a month.

You accept that Angelfish may halt any work on your project until payment of any outstanding invoice has been received and that failure to settle invoices within our payment terms of 10 days may affect our ability to deliver your project on time.

You also accept that your project will not go live online until the final development invoice has been settled. 

3.0 Payment default

Accounts unpaid 10 (ten) days after the date of invoice will be considered in default. Angelfish follows a rigorous invoice chasing procedure.

3.1 Default penalties

We reserve the right to suspend services if any Client account is in default. This includes suspending website hosting services, domain renewal, email box renewal and any other service which has not been paid for. Angelfish is not responsible for any loss of data, or any other type of direct or indirect loss financial or otherwise that is incurred due to the removal of the service(s). Suspension of services does not relieve you of the obligation to pay any outstanding charges detailed on your account. 

Cheques returned for insufficient funds will accrue a return charge of £25 and your account will immediately be considered to be in default until full payment is received. 

Any Client with accounts in default agrees to pay Angelfish reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Angelfish in enforcing these T&Cs.

4.0 Additional expenses 

You agree to reimburse Angelfish for any additional expenses necessary for the completion of any work. Examples include the purchase of special fonts, stock photography etc. Wherever possible, all additional expenses will be discussed and agreed with you in advance of purchase. 

5.0 Liability

5.1 The System

We do everything in our power to ensure that the System – including but not limited to any updates, fixes and additional support work – is error free. However, due to the nature of software development we cannot guarantee that the System, or any subsequent programming support work on it, is error/bug free. 

To function effectively the System relies on the integrity of:

  • the System itself;
  • the data that’s put into the System by you or any other third party (such as your customers) using the System; and
  • your administrative processes when using and managing the System.

5.1.1 What we are not liable for

Angelfish cannot be held liable, either directly or indirectly, by you or any other third party, for any loss or damages caused by, but not limited to, such things as:

  • Double bookings
  • Lost bookings
  • Loss of data
  • Data display issues
  • Inaccurate, incomplete or misleading data
  • Errors in accounting or reporting
  • Server downtime
  • Omissions
  • Errors which arise from your or a third party’s content, actions or inactions
  • Errors in pricing, booking rules or deposit rules. Even if you have asked us to update your pricing for you, it remains your responsibility to ensure it has been accurately entered
  • Data and security breaches.

Likewise, Angelfish is not obliged to investigate any of the aforementioned issues unless you agree to pay us at our standard hourly rate to investigate them. Please also see System and Website T&Cs, clause 9.0, Ongoing support charges. and clause 10, Software and error report handing.

5.1.2 System transactions 

We are not in any way involved in the actual transaction between you (the Seller) and your customers/end users who use the System (the Buyers) and as such we cannot be held liable, or become directly or indirectly involved, in any dispute which may arise between the Seller and the Buyer.

Angelfish Systems are not designed to store payment card information and – specifically – are not Payment Card Industry Data Security Standards (PCI DSS) compliant and as such do not have the required data security standards to store sensitive financial information. Financial information such as payment card numbers, expiry dates and cvc codes should not be stored in any fields within our software systems, including within notes or private notes fields. Angelfish cannot accept liability in situations where such information has been stored within our Systems, against our specific guidance and these Terms.

5.1.3 Reports and accounting

The System is not intended to act as or replace formal accounting software and we strongly recommend that any reports or calculations within the System are thoroughly checked by your qualified accountant. 

It remains your responsibility to engage the services of a qualified accountant to ensure that your financial reporting to any external agencies (such as HMRC) is accurate. Angelfish cannot accept any liability for any losses, financial or otherwise, that may result from inaccurate financial calculations within the System.

5.1.4 Email/digital marketing

The System collects the personal data of your Buyers in order to process bookings purchases from you (the Seller). As part of this process the Buyers receive email/SMS notifications about the progress of their booking/purchase. 

The System is not designed to be used as an email marketing system. You must not use the Personal Data you collect for this purpose and you must not send such marketing communications via the System.

5.2 Websites

You are solely responsible for ensuring that the content of your Website is up to date, accurate and lawful. You accept that Angelfish is not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of inaccurate, misleading or unlawful website content.

5.3 Hosting services

Angelfish uses only the best and most reliable website hosting services. All Angelfish Systems/Websites are hosted on a dedicated and managed server. However, we cannot guarantee continuous or secure access to our sites, services or tools, and the operation of our sites, services or tools may be interfered with by numerous factors outside of our control. 

5.3.1 What we are not liable for

Accordingly, to the extent legally permitted, Angelfish excludes all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use our sites, services and tools.

5.3.2 Compensation

In the very unlikely event of server failure/crash Angelfish will ensure that services are resumed as quickly as possible. A pro rata refund will be applied to your account to cover the cost of any time that your System/Website has been down. For example, if your Website is inactive for 1 (one) day we will refund 1/352th of the annual hosting charge, and so on. 

You agree that Angelfish is not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, as a result of server failure. 

5.4 Liability limits

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. 

Regardless of the previous paragraphs, if we are found to be legally liable under English Law, our entire liability to you or to any third party is limited to the greater of (a) 10% of the annual renewal fees you paid to us in the 12 (twelve) months prior to the action giving rise to the liability, or (b) GBP£100.

6.0 Indemnity/accuracy of content 

All Angelfish services may be used for lawful purposes only. At all times you are solely responsible for ensuring that the contents of your System/Website are up to date, accurate and lawful. 

You agree that Angelfish is harmless and does not have any liability whatsoever, to you or any other third party, for any inaccurate, misleading or unlawful content within your System/Website, even if that content has been supplied by you but input by Angelfish.

You also agree to indemnify and hold Angelfish harmless in any legal action which arises as a result of your use of Angelfish services, without limitation or exception, including but not limited to any action brought against you by a third party.

If we receive any report of unlawful – or potentially unlawful – content, either from you or from any other third party, Angelfish reserves the right to suspend all services until the matter is legally resolved. In this instance, no refunds or pro-rata refunds will be issued.

7.0 Copyrights

You retain the copyright to data, files, photographs, text and graphic logos provided by you. 

You grant Angelfish the rights to publish and use such material. 

7.1 Permissions and rights

You must obtain permission and rights to use any information or files that are copyrighted by a third party and you are solely responsible for gaining such permissions. 

You are further responsible for granting Angelfish permission and rights for the use of the same, and you agree to indemnify and hold Angelfish harmless for any and all claims resulting from your negligence or inability to obtain proper copyright permissions. 

When you agree to the project proposal, this agreement will be regarded as a guarantee by you to Angelfish that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

8.0 Intellectual property

All source code, object models, database schema, screen layouts and other design concepts used to create any product or service developed and supplied by Angelfish remains the intellectual property of Angelfish Software Ltd.

9.0 Contract termination

9.1 By the Client

Termination of services by the Client must be requested in writing by post or email and will be effective on receipt of such notice. Telephone requests for termination of services will not be honoured until and unless confirmed in writing. You will be invoiced for any design/programming work completed to the date of first notice of cancellation for payment in full within 10 (ten) days.

We do not offer any pro rata refunds on secure hosting, domain or email services if you, the Client, terminate our services part way through our annual contract.

9.2 By Angelfish Software

Angelfish reserves the right to terminate a project or a relationship with a Client at any time, without prior notification, if:

  • it finds the Client in breach of these T&Cs; or
  • there has been a material breakdown in the working relationship between the parties. 

Angelfish shall be the sole arbiter in deciding what constitutes a breach. No full or pro-rata refunds will be given in such a situation. 

In other circumstances where Angelfish may need to terminate a contract – for example, due to long-term illness or incapacity, or due to our reduced capacity to continue providing services for any other reason – we will aim to provide Clients with as much notice as possible, up to a maximum of either the end of the current annual renewal period, or three months, whichever is longer. 

9.3 Termination of software support

Wherever possible Angelfish aims to provide you with ongoing support to maintain, enhance, develop and run your System/Website. This, however, is reliant on you allocating the necessary budget for us to provide this service.

There may be times when Angelfish decides it is no longer financially or operationally viable for us to continue supporting your System/Website. This may be because – but is not limited to:

  • it no longer being compatible with the third party systems required to operate it
  • Angelfish no longer having the operational capacity to service your requirements. 

In these circumstances Angelfish will write to you to advise you that we can no longer support and/or upgrade your System/Website but will continue to provide a basic hosting service to enable you access it for as long as it is useful to you and remains usable.

9.4 Switching Supplier and Data Transfer

In all Contract Termination circumstances Angelfish is not liable for any expenses that you, the Client, may incur in switching suppliers, including the cost of our own time in assisting you with switching to alternative services, which will remain chargeable. Please note that you, the Client, are solely responsible for downloading all data you require before the termination of the contract (see clause 9.5, Access to data after contract termination). 

9.5 Access to data after contract termination 

Once the contract between you, the Client, and Angelfish comes to an end, your System/Website will be taken offline and you will no longer have direct access to the software or the data, including Personal Data, stored within the software.

It is your responsibility to ensure that you download all data from the System/Website that you require for your own record-keeping purposes prior to the termination of the contract.

Unless agreed otherwise by a Data Processing Contract between you as Data Controller and Angelfish as Data Processor, Angelfish will keep a copy of your system and the data (including Personal Data) within it offline on our secure server for a minimum of two years after the termination of the contract. 

Should you need to access the archive of your system and data during this two-year period, we may be able to put the system back online and give you access, but we reserve the right to charge you at our standard hourly rate for any time required to fulfil this requirement and charge for hosting, where relevant (minimum three-month hosting contract). After two years we cannot guarantee that we will keep copies of your system or the data.

10.0 Data Protection

Developing a System/Website may involve the processing of Personal Data, an action which is covered by Data Protection laws. As such, Angelfish acts as Data Processor, and you, the Client, act as Data Controller. This section explains our respective responsibilities and the actions that are/should be taken by both parties.

We take our responsibilities as Data Processor very seriously and we expect you, as Data Controller, to do the same.

10.1 Data processor

As Data Processor, Angelfish:

  • Warrants and undertakes that it will act only on instructions from you, as Data Controller, in relation to the processing of any Personal Data performed by Angelfish on your behalf. 
  • Will take reasonable steps to ensure the reliability of any Employee, Agent or Contractor of any Contracted Data Processor who may have access to Personal Data within a Client System.
  • Will ensure in each case that access is strictly limited to those individuals who need to access the relevant Personal Data, as strictly necessary for the purposes of providing System/Website support services, and to comply with applicable laws in the context of that individual’s duties to us. We will ensure that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
  • Will implement technical and organisational measures to protect against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by Angelfish on your behalf, including the measures referred to in Article 32(1) of the GDPR, where applicable.
  • Will assist you, as Data Controller, to respond to requests by Data Subjects to access their Personal Data, as required under Data Protection Laws. 

10.2 Data controller

As Data Controller, you agree that you are responsible for:

  • Maintaining the confidentiality of the Personal Data stored on your System/Website  , including your login and password.
  • Restricting access to any devices you use to access the System/Website.
  • All activities that occur on your System/Website, including any changes made by Angelfish under your instruction.
  • The accuracy of the data contained in your System/Website. 

As Data Controller, you:

  • Confirm you have the legal right to disclose all Personal Data to Angelfish under this Agreement, and that the processing of that Personal Data by Angelfish for the purposes of and in accordance with the terms of this Agreement will not breach any applicable laws (including the Data Protection Act 1998 and the GDPR 2018).
  • Acknowledge and agree that you are solely responsible for obtaining all necessary consents or opt-in confirmations from Data Subjects to allow for any direct marketing activity which you undertake.

10.3 Password and login security

You are solely responsible for cancelling logins and/or passwords as part of your IT system security procedures. Angelfish cannot be held responsible for data breaches which occur where outdated logins have been used and where Angelfish has not been instructed to remove these logins.

10.4 Personal Data Breach

As Data Processor:

  • We will notify you without undue delay of becoming aware of a Personal Data Breach affecting Company Personal Data, providing you, as Client/Data Controller, with sufficient information to allow you to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
  • We will, in the event of a Personal Data breach for which we, as Data Processor, are responsible, take prompt corrective action to address the issue causing the breach and prevent further similar breaches. We will notify you as Client/Data Controller within 24 hours of the breach and provide details of its expected size and those affected as soon as possible.

As Data Controller:

  • You will, in the event of a Personal Data breach for which you, as Data Controller, are responsible, take prompt corrective action to address the issue causing the breach and prevent further similar breaches, with Angelfish assistance as required. 
  • You will notify us as Data Processor within 24 hours of the breach and provide details of its expected size and those affected as soon as possible.

11.0 Design Credit

A link to Angelfish Software will appear in either small type or by a small graphic at the bottom of your System/Website. If a Client requests that the design credit be removed, a nominal fee of £100 will be charged.

12.0 Displaying our work  

We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.

13.0 Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid. This agreement is void where prohibited by law.

14.0 Updates to T&Cs

Angelfish reserves the right to alter these T&Cs at any time and without prior notice. Continued use of Angelfish products and services will be considered as acceptance of any revision to the revised T&Cs. Failure to receive notification of a change to these T&Cs does not make those changes invalid. These T&Cs will always be available to read on our website.

15.0 Statutory Rights

These T&Cs do not affect your statutory rights as a consumer.

16.0 Governing Law

This Agreement shall be governed by English Law. Any and is under exclusive jurisdiction of the English Courts.

 

System and Website T&Cs  

By accepting the project proposal  provided by Angelfish Software Ltd (Angelfish), you (the Client) are committing to be bound by the following terms and conditions (T&Cs). These T&Cs are specific to all Booking System and Bespoke Software development (hereafter described as ‘the System’)and Website development/redesign projects(hereafter described as ‘the Website’) undertaken by Angelfish and they supplement our General Terms & Conditions (T&Cs), which also apply.

PHASE ONE – PRE-CONTRACT DISCUSSION

1.0 Providing an estimate based on your brief

The estimate we have provided in the System/Website project proposal is based on our interpretation of your brief and our assessment of the work required to fulfil your brief. It includes exact details of the work that will be supplied by Angelfish. 

Please read the estimate carefully and thoroughly because the work it details forms the basis of the contract between you, the Client, and Angelfish. In particular, ensure that it contains the elements and functionality you require.

Once you agree to proceed, any changes/additions to the list of work in this estimate may result in additional costs. For more information, please see clauses 4.0, Accuracy of estimate/additional charges, and 9.0, Ongoing support charges.

2.0 Other items INCLUDED in the project proposal costs

2.1 The System

2.1.1 Hosting

Web hosting is an essential service that allows you to post your System live on the internet. All Systems need to be hosted on a server to appear live online. The System project proposal and estimate includes the cost of hosting the System for one year from the date it goes live. 

Angelfish Systems can be hosted only on servers that are approved by Angelfish. It is not possible to move your System to an alternative host without our express agreement. Please see clause 2.1.3, Software access.

2.1.2 Content management system (CMS)

The System we provide will have its own content management system (CMS). We will provide you with the website address for your CMS and a user name and password for access. Your estimate includes access to the CMS for one year from the date the system goes live. 

2.1.3 Software access 

The source code used to create the System remains the intellectual property of Angelfish Software Ltd. 

As part of the project proposal costs, we grant you access to the System created by Angelfish for your business for one year, with the option to renew that annually.

Should either party terminate the contract, Angelfish retains ownership of the System, unless otherwise agreed in writing. You will have no actual or implied right of access to the System. 

2.1.4 Training

We include an initial remote training session of up to one hour to get you started on your System. We also provide you with a comprehensive online user guide which you can access from your System CMS.

Any further training will be liable to additional charges at our standard hourly rate.

2. 2 The  Website 

2.2.1 Hosting

Web hosting is an essential service that allows you to post your Website live on the internet. All Websites need to be hosted on a server to appear live online. The project proposal and estimate include the cost of hosting the Website for one year from the date it goes live. 

Angelfish Websites can be hosted only on servers that are approved by Angelfish. It is not possible to move your Website to an alternative host without our express agreement. Please see clause 3.2.2, Hosting the Website on an alternative web server.

2.2.2 Content management system (CMS)

Your Website will have its own content management system (CMS) which allows you to log on and make changes to your text, photos and settings and, where relevant, to manage your bookings and update your availability calendar once your Website has gone live on the internet. Angelfish will provide you with the website address for your CMS and a user name and password for access. Your estimate includes access to the Website CMS for one year from the date it goes live. 

2.2.3 Software access

The source code used to create the CMS remains the intellectual property of Angelfish Software Ltd. As part of the project proposal costs we grant you access to the CMS created by Angelfish for your business for one year, with the option to renew that annually. 

2.2.4 Training

We include an initial remote training session of up to one hour to get you started on your Website. We also provide you with a comprehensive online user guide which you can access from your CMS.

Any further training will be liable to additional charges at our standard hourly rate.

2.2.5 Website content and functionality updates

If you would prefer Angelfish to update your text or make other changes, or you want us to alter the design or functionality of your Website, we will be happy to provide a quote for the work. For a guide to charges, please see clause 9.0, Ongoing support charges. It remains your sole responsibility to ensure that the contents of your Website are legal, accurate and up to date.

2.2.6 Domain name registration

Included in your Website proposal costs is the purchase and registration by Angelfish of one .co.uk or .com domain name for one year. If you require further domains we will be happy to purchase and manage these on your behalf. We will advise you in advance of the additional cost, based on our standard rates at that time. After the first year you will be charged at the prevailing rate for the renewal of all domain names that you wish to continue using.

2.2.7 Email address hosting

Included in your Website proposal costs is the hosting of one email address for one year, based on the domain name purchased. If you require further email addresses/extensions we will be happy to purchase and manage these on your behalf. We will advise you in advance of the additional cost, based on our standard rates at that time. After the first year, you will be charged at the prevailing rate for the renewal of all email addresses that you wish to continue using. 

2.2.8 Browser testing

Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device. 

Since 2018, all new websites designed by Angelfish have been fully mobile responsive and we test our websites in Google Chrome, iPad (Safari) and iPhone (Safari). If you need Angelfish to test using any other browsers, we can provide you with a separate quote.

We cannot accept responsibility for pages which do not display acceptably in new versions of browsers released after the Website has been designed and handed over to you, the Client. As such, Angelfish 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.

3.0 Items NOT INCLUDED in the project proposal costs

3.1 The System

The following items are not included in the System project proposal and estimate. You also accept that any other items, unless mentioned as being included, are not included in the project proposal cost.

3.1.1 Web hosting, software usage and access to the System (after the first year)

After the first year we will send you an invoice which will include an Annual Renewal Charge. This charge is to cover the cost of website hosting, software usage and access to your CMS for the following year. This means that annual website hosting costs and access to the CMS are payable in advance by your anniversary date.

3.1.2 Merchant services (PayPal, Worldpay, Stripe and Opayo)

If your System includes a facility to allow your customers to pay for goods and /or services, you will need to create an account with an approved Merchant Services Provider.

The standard estimates provided by Angelfish include the cost of initial integration with PayPal, Worldpay, Stripe or Opayo, only up to a maximum of one hour. If your integration is particularly complex and requires extra work by AF, this will be subject to extra costs. Estimates do not include any ongoing costs that may be incurred through maintaining your connectivity to your chosen Merchant Services Provider.

It is your responsibility to set up the appropriate accounts and to provide us with the required information to allow Angelfish to integrate your Merchant Account with your System. 

Please note: Integrating with Merchant Services Providers other than PayPal, Worldpay, Stripe or Opayo may be possible but it can be very time consuming and therefore can add significantly to the cost of a project. 

If you wish to use an alternative Merchant Services Provider, please discuss this with Angelfish at the project brief stage and ensure you obtain an estimate from us before committing to any other Merchant Services Provider.

3.1.3 Merchant Services Provider system update charges

Angelfish is not responsible or liable for any updates or changes that Merchant Services Providers make to their systems or protocols. From time to time Merchant Services Providers change their systems, which in turn requires Angelfish to revise our system to maintain connectivity. The cost of undertaking this work is not included in any previous estimate that we have provided to you or in your Annual Renewal Fee. We will make you aware in advance of any charges that may be applicable to maintain connectivity with your chosen Merchant Services Provider.

3.1.4 Merchant Services Provider fees

Merchant Services Providers will charge you a percentage commission and /or a fee for every transaction processed. You are responsible for paying all Merchant Services Provider charges and for ensuring that your website complies with their Terms and Conditions, as per your contract with them. 

3.1.5 iCal and API connections to third party booking channels

Some Systems   include a facility to allow you to synch and update your Angelfish Calendar with other third party Booking Channels such as AirBnB, Pitchup etc. If you require this functionality we will quote for this separately, as it is specifically not included in the standard estimate provided by us.

It is your responsibility to set up the appropriate accounts and to provide us with the required information to allow us to integrate your Booking Channel calendar with your System. We will not chase or contact other Booking Channels on your behalf and this task is specifically excluded from any quote we provide.

Integrating with third party systems such as Booking Channels can be complex and time consuming and hence add significantly to the cost of your project. It is therefore vital that if you wish to integrate with a specific Booking Channel you discuss this with Angelfish before making any commitment to the Booking Channel.

3.1.6 iCal/API system update charges

Angelfish are not responsible or liable for any updates or changes that Booking Channels make to their systems or protocols. From time to time Booking Channels change their integration protocols, which in turn requires Angelfish to revise our system to maintain connectivity. The cost of undertaking this work is not included in any previous estimate that we have provided to you or in your Annual Renewal Fee. We will make you aware in advance of any charges that may be applicable to maintain connectivity with your chosen Booking Channel.

3.1.7 Booking Channel fees and commissions

Booking Channels will charge you a percentage commission and /or a fee for every Booking made via their systems. You are responsible for paying all Booking Channel charges and for ensuring that your Website/Booking System complies with their Terms and Conditions, as per your contract with them. 

3.1.8 Data backups

Angelfish backs up System databases approximately once every 7-10 days as standard. We only keep copies of the most recent database backup, so we are unable to provide copies of historic backups. 

If you require a daily database backup we would be happy to provide you with a quote.

3.1.9 System support

Once the System has gone live, ongoing programming and System support is chargeable separately and is specifically not included in any initial development quote or annual fee. Please see clause 9.0, Ongoing support charges.

3.2 The Website

The following items are not included in the Website project proposal and estimate. You also accept that any other items, unless mentioned as being included, are not included in the project proposal cost.

3.2.1 Web hosting and access to the CMS (after the first year)

After the first year we will send you an invoice which will include an Annual Renewal Charge. This charge is to cover the cost of Website hosting and access to your CMS for the following year. This means that annual website hosting costs and access to the CMS are payable in advance by your anniversary date.

3.2.2 Hosting the Website on an alternative web server 

If after the first year you wish to use alternative hosting services for your website you must be aware of a few restrictions:

  • To support the functionality of your Website the new web host must provide the hosting environment required by Angelfish a Windows server with IIS and be running ASP.NET 2.0.
  • If you want to add new functionality or feature upgrades to your Website you will still need to have access to the Angelfish Website Engine (which remains the intellectual property of Angelfish Software Ltd). This means that all future programming work would either need to be completed by Angelfish or, alternatively, you could purchase the source code for the Angelfish Website Engine outright from us (price on application).
  • Switching to a new host will involve work on our part to help initiate and ensure a smooth switchover. We will be happy to provide an estimate for this work.

3.2.3 Search engine optimisation (SEO) 

Angelfish does not guarantee any improvements to your website’s search engine ranking, but the Website pages that we develop are accessible to search engines. If you require assistance with SEO, we will be happy to provide you with a separate quote.

We are not responsible for the performance of your website.

3.2.4 Data backups

  Angelfish backs up Website  databases approximately once every 7-10 days as standard. We only keep copies of the most recent database backup, so we are unable to provide copies of historic backups. 

If you require a daily database backup we would be happy to provide you with a quote.

3.2.5 Website support

Once the Website has gone live, ongoing support is chargeable separately and is specifically not included in any initial development quote or annual fee. Please see clause 9.0, Ongoing support charges.

PHASE TWO – POST-CONTRACT SPECIFICATION

4.0 Accuracy of estimate/additional charges

The project cost supplied to you by Angelfish as part of the project proposal and estimate is partly calculated on the number of predicted hours it will take to program/design your requirements, based on the brief you have supplied to Angelfish. As the project evolves, there may be a number of circumstances where additional charges may be accrued, including, but not limited to, if: 

  • the brief is revised/amended by you after the project proposal and estimate has been issued
  • it becomes clear that the brief does not clearly explain the extent or complexity of your requirements
  • additional programming work is added to the brief
  • the importing of data is more complex than initially identified /explained
  • a large volume of content input is required, which was not mentioned in the brief.

Any additional work and charges identified by Angelfish will be reported to you and Angelfish will specifically request your agreement before undertaking any additional work that will add to the cost of the project.

All elements of your brief must be explicitly and clearly stated.

Angelfish will not commit to undertake any additional work as part of the project proposal, either during the course of the project development or at any point thereafter, which you believe to be implied within the scope of the brief but which has not been expressly stated.

5.0 Supply of copy material

All project proposals and estimates are issued on the assumption that any text, photographs, logos or other assets required will be provided by you via email in any of the following electronic formats: 

For text (wording/copy/content):

.doc

.docx

.pages

.pdf 

.txt

For photos/images:

.jpg

.gif

.pdf

.tif

For logos and graphics: 

.eps

.gif

.jpg

.pdf

.png

.svg

.tif 

If any of these assets arrive in a physical format such as on a CD/DVD or as printed material, every reasonable attempt will be made by Angelfish to return them to you. However, return cannot be guaranteed.

PHASE THREE – DEVELOPMENT

6.0 Fulfilling your brief

6.1 The System

Your System development brief will be completed over two phases: 

  1. System development phase
  2. System testing phase (see clause 7.1, Testing the System)

6.1.1 System Development phase

We will consult you throughout the development process to ensure that the System meets your expectations based on your brief.

If during the course of the development phase you wish to terminate the contract, you must do so in writing. You accept that you will be charged for the work that has been done in developing the System up to the point of you terminating the contract. Such work will be charged at our standard hourly rate. Angelfish is solely responsible for determining how many hours of work have been completed to the point of termination of the contract.

6.2 The Website

Your Website brief will be completed over two phases:

  1. Website development phase
  2. Website testing/soft launch phase (see clause  7.2, Testing the Website)
  3. 6.2.1Website development phase

Once you have provided your Website design brief, we will work with you to fulfil this brief. Please ensure your brief is as comprehensive as possible, as this will make it much easier for Angelfish to fulfil your requirements.

Stage 1: Developing the homepage/design concept

Angelfish will develop a homepage design based on your brief. Unless otherwise stated in the project proposal, we will provide 1(one) design concept for your homepage. You will be entitled to 1 (one) round of minor revisions to allow you to tweak the design concept to ensure that you are happy with the proposed look and feel of your Website. 

If you do not accept the design concept Angelfish have supplied, you will have two options:

  • You can request further design concepts or revisions. This will incur additional charges, depending on your requirements, and we will provide an additional charge estimate when requested.
  • You can cancel the contract at this stage. However, you agree to pay for the time that Angelfish has spent developing your initial homepage concept up to a maximum of 5 (five) programming hours or £500. We will refund any additional monies over and above this amount that you have paid as part of your 50% deposit.

Stage 2: Creating the rest of the Website pages

Once you have agreed and signed off the design of the homepage, Angelfish will create the additional pages of your Website, as detailed in your project proposal and estimate, based on the same design concept as the homepage. We will also input the content (wording) supplied by you and provide you with a user name and password to enable you to access the Website admin system.

In order for Angelfish to meet the Website delivery deadline, you agree to supply all of the content for your website including – but not limited to – text, logos, photos, artwork and prices within the agreed deadline.

You accept that any delays in you providing content, responding to our written or telephone communications and/or signing off the work we have provided to you for review may result in delays which will delay the deadline/ delivery date.

Angelfish can source Website assets such as logos or stock photography but this service will incur additional charges for any time we spend sourcing / drafting copy on your behalf.

We will input the content that you provide into the Website, so long as:

  • the copy is provided in an electronic format 
  • it takes no longer than 2 (two) hours to input. 

Any additional time required to input large amounts of copy will either be quoted for separately or Angelfish will teach you how to input the copy yourself at no extra cost.

PHASE FOUR – DEPLOYMENT

7.0 Testing phase

7.1 Testing the System

Once the System development phase has been completed we will ask you to test your entire System and carry out a full and final review. 

You will have a review period of a maximum of 5 (five) days to check the work and give your final approval. At this point we allow one round of corrections to repair any genuine programming errors found in the System. 

If further tweaks are required to the functionality of the System, we will provide up to a maximum of 1 (one) hour’s programming work to make any necessary alterations. At this stage any major revisions or functionality changes, beyond one hour of design work, are liable to additional charges at our standard hourly rate. For a guide to charges, please see clause 9.0, Ongoing support charges.

If we do not receive feedback from you within the five-day review period, it will be deemed that you are happy with our work and considered indirect approval. 

Once we have received direct, or indirect, approval and sign-off, we will issue a final invoice for the remaining 50% of the total development cost and any accrued additional charges. The System will not appear live online until the final invoice has been settled.

Please note: it is vital during this phase that you spend time making sure you are happy with our work, because once the System goes live online both the Development and the Testing stages of the project have finished. Any further revisions to the design, layout or content will be classed as ongoing support and will be subject to our standard hourly rate. Even if you later identify errors or omissions which you consider were part of your brief, once the System is live, all work becomes chargeable at our standard hourly rate. For a guide to charges, please see clause 9.0, Ongoing support charges.  

7.2 Testing the Website 

At the end of the Website Development phase, when the pages have been completed and the agreed content has been input, we will ask you to test your entire Website and carry out a full and final review. 

You will have a review period of a maximum of 5 (five) days to check the work and give your final approval. At this point, we allow one further round of design/content tweaks up to a maximum of one hour of programming/design work. 

If you require any major revisions or changes beyond 1 (one) hour of programming/design work, these will incur additional charges at our standard hourly rate. For a guide to charges, please see clause 9.0, Ongoing support charges.

If we do not receive feedback from you within the five-day review period, it will be deemed that you are happy with our work and considered indirect approval.

Once we have received direct, or indirect, approval and sign-off, we will issue a final invoice for the remaining 50% of the total development cost and any accrued additional charges. The Website will not appear live online until the final invoice has been settled.

Please note: It is vital during this phase that you spend time making sure you are happy with our work, because once the Website goes live online both the Development and the Testing stages of the project have finished. Any further revisions to the design, layout or content will be classed as ongoing support and will be subject to our standard hourly rate. Even if you later identify errors or omissions which you consider were part of your brief, once the Website is live all work becomes chargeable at our standard hourly rate. For a guide to charges, please see clause 9.0, Ongoing support charges.

8.0 Client sign-off

At the point your System/Website goes live, you should fully understand it is accepted by both parties that:

  • the project has been fulfilled and you have signed off and accepted the work that Angelfish has supplied 
  • you will need to pay Angelfish for any further work you require us to do to maintain, enhance, evolve and/or correct the System/Website.

You cannot delay sign-off, approval and acceptance of a project due to reasons outside the control of Angelfish. Examples of this include, but are not limited to: 

  • unreasonable delays in reviewing our work due to reasons such as you ‘being too busy’ or having insufficient staff to review the work
  • awaiting domain name ownership changes
  • delays caused by a dispute you are involved in with your previous website/software developers. 

PHASE FIVE – ONGOING SUPPORT

9.0 Ongoing support charges

9.1 Programming support

Once your System or website has gone live and been signed off by you, all further programming support will be charged at our standard hourly rate. This includes, but is not limited to, bug fixes, errors, ommissions, new features or any changes to existing functionality.

9.2 System/Website usage support

As part of your contract, we provide you with one hour of remote training in the use of your System/Website. Once we have delivered this initial training, all System/Website usage enquiries and support are chargeable at our standard hourly rate.

9.3 Content, functionality and design support

Once your System/Website has gone live online, if you wish us to make any changes to its content, functionality or design, there will be additional charges applied, at our standard hourly rate, even if you believe those changes formed part of your brief. 

9.4 Patches and compatibility upgrades

Your Annual Renewal Fee does not include any retrospective of future software patches, updates or compatibility upgrades. Where these are required, we will quote you separately at our standard hourly rate.

9.5 Support/Website charge notification

To ensure that you remain fully aware of any System/Website support charges which may be accruing on your account:

  • when you contact us to request support tasks which are likely to cost more than £50 we will draw this to your attention by email and await your approval before proceeding 
  • when you contact us to request minor support tasks which are likely to cost less than £50, we will proceed without providing a quote or seeking further approval from you. 

You can revise the ‘prior approval’ figure upwards, or – if you would like a quote and prior approval for all support charges – you can revise it down to £0. To alter the prior approval figure, please email caroline@angelfishsoftware.co.uk

As standard we issue separate support charge invoices once the charges accrued reach £200. If during the course of the year your support charges are less than £200, the charges will be added to your annual renewal invoice. You can revise the ‘invoice trigger’ sum down to a value of your choosing of between £50 – £199. To alter the invoice trigger figure, please email caroline@angelfishsoftware.co.uk

10.0 System error report handling

When we receive system error reports which have resulted in such things as double bookings, errors in pricing/booking/deposit rules, lost bookings, loss of data, inaccurate data, missing data and omissions or any other type of potential system/data/user error, we will proceed as follows: 

  1. Angelfish will spend a reasonable period of time investigating the issue, up to a maximum of 30 minutes. Angelfish are solely responsible for determining what we believe to be a ‘reasonable’ amount of time.
  2. Regardless of how the error occurred, Angelfish will, where appropriate, make recommendations about the programming measures which could be put in place to fix the error and/or prevent the error from occurring again. We will provide a cost estimate for the required work. We are in no way liable for the costs involved with fixing any identified errors or for putting measures in place to prevent similar data / user errors. Any such fixes or measures will be implemented only if you agree to proceed with and pay for the work.
  3. After our preliminary report, if further investigations or reports are required, Angelfish will charge for any time spent at our standard hourly rate.