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 at 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 our Clients. Our Website and/or Booking System/Bespoke Software 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 T&Cs  •  Website Development T&Cs  •  Booking System/Bespoke Software T&Cs

General Terms & Conditions

1. 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. 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.

 

3. 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 spread 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 reserve 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. 

 

4. Payment default

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

4.1 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.
 

5. 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. 

 

6.  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:

  • .jpeg
  • .gif
  • .pdf
  • .tiff

For logos and graphics: 

  • .eps
  • .gif
  • .jpeg
  • .pdf
  • .png
  • .svg
  • .tiff 

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.

 

7. Client review and sign-off

Angelfish will provide you with an opportunity to review and test the appearance, content and functionality of your Website/Booking System/Bespoke Software during the development phase and once the project is completed. 

At any stage of the project, when Angelfish provide you with material to review and approve, the work will be deemed to be approved and accepted by you unless you notify Angelfish otherwise within 5 (five) working days of the date the materials are made available to you. If we do not receive feedback from you within the 5-day review period, it will be deemed that you are happy with our work and considered indirect approval.

At any stage of the project when Angelfish has received project approval from you, either directly or indirectly, any payment due in relation to the development stage will be invoiced and become due for payment. 

You cannot delay sign-off, approval and acceptance of a project, and cannot therefore delay payment, 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
  • disputes you are involved in with your previous website/software developers.

 

8. Liability

8.1 Booking Systems/Bespoke Software

Angelfish do everything in our power to ensure that the Booking System/ Bespoke Software – 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 Booking System/ Bespoke Software, or any subsequent programming support work on it, is error/bug free. 

To function effectively the Booking System/Bespoke Software relies on the integrity of:

  • the Booking System/Bespoke Software itself;
  • the data that’s put into the Booking System/ Bespoke Software by you or any other third party (such as your customers) using the system; and
  • your administrative processes when using and managing the Booking System / Bespoke Software.
8.1.1 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 are not obliged to investigate any of the aforementioned issues unless you agree to pay us at our standard hourly rate to investigate them.

8.1.2 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 Booking System/Bespoke Software (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 Cloud and bespoke software 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 software systems, against our specific guidance and these Terms.

8.1.3 Reports and accounting

Angelfish Booking Systems/Bespoke Software are not intended to act as or replace formal accounting software and we strongly recommend that any reports or calculations within the Booking System/ Bespoke Software 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 Angelfish Booking System/Bespoke Software.

8.1.4 Email/digital marketing

Angelfish Booking Systems/Bespoke Software collect 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. 

Angelfish Booking Systems/Bespoke Software are not designed to be used as email marketing systems. You must not use the Personal Data you collect for this purpose and you must not send such marketing communications via your Angelfish Bookings System/ Bespoke Software.

8.2 Websites

You are solely responsible for ensuring that the content of your Website is up to date, accurate and lawful. You accept that Angelfish are 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.

8.3 Hosting services

Angelfish only use the best and most reliable website hosting services. All Angelfish Websites/ Booking Systems/Bespoke Software 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. 

8.3.1 What we are not liable for

Accordingly, to the extent legally permitted, Angelfish exclude 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.

8.3.2 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 Website/Booking System /Bespoke Software 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 are 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. 

8.4 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) the total fees you paid to us in the 12 (twelve) months prior to the action giving rise to the liability, or (b) GBP£100, whicheverfigure is greater.

 

9. 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 Website/Booking System/Bespoke Software 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 Website/Booking System/Bespoke Software, 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.

 

10. 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. 

10.1 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.

 

11. 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.

 

12. Contract termination

12.1 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 hosting, domain or email services if You, the Client, terminate our services part way through tour annual contract.

12.2 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. 

12.3 Termination of software support

Wherever possible Angelfish aim to provide you with ongoing support to maintain, enhance, develop and run your Website/Booking System/Bespoke Software. 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 Website/Booking System/Bespoke Software. 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 Website/Booking System/Bespoke Software 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.

12.4 Switching Supplier and Data Transfer

In all Contract Termination circumstances Angelfish are 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 12.5, Access to data after contract termination). 

12.5 Access to data after contract termination 

Once the contract between you, the Client, and Angelfish comes to an end, your cloud-based software/website CMS 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 that you require for your own record keeping purposesprior 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 2 years after the termination of the contract. 

Should you need to access the archive of your system and data during this 2-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.

 

13. Data Protection

Developing a Website/Booking System/Bespoke Software may involve the processing of Personal Data, an action which is covered by Data Protection laws. As such, Angelfish act as Data Processor, and you, the Client, act as Data Controller. This section explainsour 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.

13.1 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 Client systems.
  • 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 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. 

13.2 Data controller

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

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

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.

13.3 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.

13.4 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.
 

14. 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.
 

15. 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.
 

16. 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.

 

17. Statutory Rights

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

 

18. Governing Law

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

 
 
Website Development T&Cs  •  Booking System/Bespoke Software T&Cs

 

 

 

 

 

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