Terms & Conditions
ph9 Ltd t/a uporium, Antiques Web Design, Web Design for Shops and Auctioneer Web Design, Registered company number 05123193. Registered in England and Wales.
Registered address: Friar Gate Studios, Ford Street, Derby, DE1 1EE, United Kingdom
ph9 is defined as ph9 Ltd whose offices are at Friar Gate Studios, Ford Street, Derby, DE1 1EE and whose company number is 05123193 and whose VAT (sales tax) number is GB 997113782. ph9 Ltd also trades under the trading names of uporium, Antiques Web Design, Web Design for Shops, Gift Shop Web Design and Auctioneer Web Design.
The Client is defined as the person or business using the Services of ph9
A Bespoke Website is defined as a Bespoke Website designed and developed by ph9, using a custom made design, usually exclusively for the Client. The Website will usually use the Website manager.
Bespoke Website modifications are modifications performed on a Bespoke Website by ph9
A Ready-made Website is defined as a Website created using ph9's off the shelf Website System. The Website is not created Bespoke, but usually includes a level of personalisation and customisation. The Website uses the Website manager. The Ready-made Websites are provided on a SaaS (Software as a Service) model.
A Website is defined as either a Bespoke or Ready-made Website as above
The Website Manager is defined as a System created by ph9 to enable the Client to be able to edit and update the Website.
Services are defined as any Website, System or Service provided by ph9 for the Client.
A System is defined as a database System, software System, Bespoke System created by ph9, with the exception of a Website. This will also include Services such as email hosting.
The Monthly Fee (also referred to as the “Monthly Management Fee”) is the Monthly Fee payable by the Client for the Website.
Force Majeure Event is defined as any event beyond the reasonable control of ph9, including, but not limited to, failure of a utility Service, act of God, war, riot, civil commotion, malicious damage, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers.
Intellectual Property Rights is defined as patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and Service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Domain Name(s) is a name on the internet, such as www.mycompany.com.
Content is defined as any text, images and photography.
Any work, sales or Services undertaken by ph9 are subject to these terms and conditions. ph9 reserve the right to change, amend or update these terms & conditions at any time without notice.
These terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).
Any times or dates reference below relate to UK time.
ph9 offer guaranteed same working day response for technical support for Websites (if submitted before 4pm). Support requests requested after 4pm will be responded to next working day. ph9's working days are published on our Website (or ask for details). Tech support requests must be submitted using the Client's Website manager, and not via email or phone. ph9 also offer a guaranteed same working day response (as per previosly stated hours etc) when the Client replies to a support request.
The response time is for a response only, not a resolution. Where possible, ph9 will always strive to deliver a resolution rather than just a response. A resolution may take longer depending on the complexity of the issue, whether further investigation is required, and whether further information is required from the Client.
The Client is advised to check our Frequently Asked Questions, accessible from the Website manager, before submitting a support ticket.
Websites or Systems with Monthly Fees are for a minimum commitment of 12 months. After the 12 month period, the cancellation / notice period required is 1 month. The Monthly Fee is payable from the 1st of the month subsequent to joining ph9. The Monthly Fee is payable irrelevant of whether the Website or System is live or not.
ph9 reserve the right to periodically review Monthly Fees.
Payment of any setup fees are required in advance.
Bespoke Websites, or Bespoke Website modifications
The payment terms are defined in the quote or contract sent to the Client. All payments must be made before a Bespoke Website or Bespoke Website modifications go live.
For general invoices ph9's payment term is strictly maximum 30 days unless otherwise stated otherwise on the invoice or a quote's payment terms.
If the Client has a direct debit or automated payment subscription with ph9, then ph9 reserve the right to take payment automatically by this means.
Interest under the Late Payment of Commercial Debts (Interest) Act 1998 of bank rate plus 5% plus bank charges/penalties, is payable on any invoice in the event of payment not being made within 30 days.
ph9 reserve the right to suspend the Client's Website or System in the result of an invoice being overdue.
A re-activation fee of £100+VAT is due for any suspended Services.
All physical goods sold by ph9 remain the property of ph9 until paid for in full.
For a Bespoke Website or Bespoke Website modifications, if the Client requests ph9 to perform some work then subsequently changes their mind or cancels the work for whatever reason, ph9 reserve the right to charge the Client for all or part of the remaining fees.
Please note that distance selling regulations (eg the 7 or 14 day distance selling rules) do not apply to the vast majority of Services supplied by ph9 as a Service, personalisation and customisation is involved.
Suspension due to non payment
In the event of non payment or bad debt ph9 reserve the right to turn Services off. To re-active Services there is a minimum fee of £100+VAT. If your email is switched off you may loose email.
All estimates are provided as an estimate only. Any additional requirements or alterations asked for will almost always have to be charged for at ph9's standard hourly rate on top of the estimate.
Licensing and Intellectual Property Rights
All Websites, Systems, programming and database code, Website managers, software Systems, databases, technologies, Website code, and other work developed by ph9 is copyright, and the Intellectual property of ph9. ph9's Websites, code, Systems, Website managers, are licenced, not sold.
By using ph9's Services, facilities and products the Client agrees not to attempt replicate or redistribute these. Any attempt to do so will be considered an illegal act and we will seek full punishment by law.
ph9 reserve the right to re-use, re-sell or re-develop any of the code we write or ideas they develop
By taking a Service from ph9, the Client is not entitled to the source code.
The source code for ph9's Website manager is closed source.
ph9 provide the client with the Website manager where they can easily add the content to the Website.
ph9 do not include uploading content to the Client's Website.
Any template content provided on the website, including page content such as Privacy policies and Terms & Conditions, is provided "as is" with no warranty and is not owned by the Client.
Transferring Websites to another company
ph9's Ready-made Websites can not be moved to another provider, under any circumstances as they are provided under a SaaS (Software as a Service) model.
ph9's Bespoke Websites can be moved to another provider in some cases, although this isn't necessarily straight forward. ph9's hourly rate will apply for any admin or technical assistance required in facilitating this. If the Client moves the Website away from ph9's hosting and/or stop paying our Monthly Fee, then any warranty is voided. Any move or transfers are subject to the Client not having an outstanding balance.
Should another web agency etc work on a Website (eg the technical elements or CMS) then this will instantly void any warranties.
Any additional requirements which are requested are quotable and chargeable by ph9. This would include things like additional requests for a Bespoke Website such as a new feature or extra pages or anything outside of ph9's quotation or specification for building the Bespoke Website.
Domain name renewals
All domain names held with ph9 are automatically renewed 30 days prior to their expiry date to safe guard the domain name for the Client. Should the Client not wish to renew a domain name we require emailed or written notice a minimum of 30 days before. By registering a domain name with ph9, or transferring a domain name to ph9, you enter into this contract.
ph9 endeavour to email the Client 60 days before a domain name expires to provide the opportunity to cancel (not renew) a domain name.
ph9 reserve the right to display "Designed by ph9 ltd t/a uporium", "Website by ph9 ltd t/a uporium" or similar link discreetly placed at the bottom of the Website. ph9 reserve the right to be able to change the text of this link without notice, if necessary.
ph9 provide warranties with the majority of their Websites, but this is subject to a Monthly Fee. These warranties mean problems caused by ph9 are fixed with the Client’s Website should they arise (as long as they are within ph9’s control). Should the Client stop paying the Monthly Fee then the warranty ends.
Warranty is not applicable and is void:-
- In the event that no payment of the Monthly Fee is made
- During periods where the Monthly Fee isn't paid
- Subsequent to cancellation of the Monthly Fee
Warranty exclusions apply, including exclusions of third party Systems or Services, browsers or devices which ph9 don’t support, factors outside of ph9's control, or a force majeure. Please ask for more details if required.
Warranties are also void if Systems are not hosted by ph9.
Via ph9’s Website manager there are facilities where the Client can report a problem, get help, submit a billing query etc. ph9 reserve the right to place this on the Website manager and provide it for the Client’s ease of use.
Email hosting Service
ph9 provide email hosting as part of the Monthly Fee for Websites.
This includes an email Service to send and receive emails. This is compatible with the standardised IMAP and SMTP protocols.
ph9 do not provide backups for messages that are deleted (eg completely deleted) from an email mailbox, such as, but not exclusively, those messages which may be deleted by the Client, by a virus on the Client's computer, or by someone with access to the Client's email mailbox.
It is the Client's responsibility to ensure their email mailbox and messages are backed up, and that they have sufficient security in place.
ph9's email hosting Service is for sending, receiving and storing messages only. It excludes setup of email accounts on the Client's computer (eg PC or Mac), tablet, phone or any other device. ph9 provide basic and example instructions to do this, but it is the responsibility of the Client to set up the email Service to use on their device(s), or consult with their IT Support company or computer person to set this up. Alternatively the Client can use ph9's web based email Service to access and send emails.
As email involves communication with other email Systems on the Internet which are outside of ph9's control, ph9 can not guarantee receipt or delivery of email messages.
Service Level Agreement (SLA)
We currently provide a Service Level Agreement (SLA) on our hosting of 99% averaged over a 3 month period. This excludes any Force Majeure Event.
Our liability on hosting is restricted to the fees you pay for hosting.
Mailing list suite, email Service, and email marketing
If the Client uses a mailing list suite or email Service provided by ph9, by using this Service the Client agrees to abide by our email rules as follows:
- The Client must not send spam. Spam is defined as an email you send to someone who hasn't given you their direct permission to contact them on the topic of the email
- The Client must not send marketing material to lists of email addresses that have been bought or otherwise acquired from a 3rd party
- The Client must only send email marketing messages to addresses that have specifically opted in to their mailing list
- The Client must not use the email marketing System to distribute content that can be deemed offensive, violent, pornographic, illegal or otherwise nothing in keeping with the content of your Website
ph9 reserve the right to remove the Client's email marketing abilities if abuse of ph9's Service is found or repeated violation of these terms and conditions applies
The above also applies to ph9's standard email Service (eg emails sent using SMTP/IMAP, Outlook, Mac Mail, Thunderbird, ph9mail.co.uk etc etc)
Bespoke Website modifications - There is a minimum 60 minute charge for Bespoke Website modifications. ph9's hourly rate is £75/hour+VAT.
For any further clarification of these terms and conditions either verbally or in writing please contact ph9.
Acceptable conduct and right to refuse Service
ph9 reserve the right to refuse Services or communication with the Client if they act or behave in a manner which is rude, sexist, racist, derogatory, abusive or unprofessional.
Nominet Terms & Conditions
All domain names ending in .uk are registered in accordance with Nominet's terms and conditions as well as ph9's. These terms and conditions can be found at http://www.nominet.uk/resources/policy/policies-rules/.
Queries, complaints, transfers etc regarding .uk domain names can be requested via a support ticket. Support tickets can be logged via our Website manager and are covered by our guaranteed same working day response (as specified in these terms & conditions). If you are unhappy with how a support ticket has been responded to, then firstly please respond to the support ticket and let us know so that this can be escalated to a more senior team member who can try and assist better. If you are further unhappy with that response, please just let us know by phone or email and we'll do our absolute best to rectify where possible and reasonable.
Our Abuse email contact address for Nominet registrations is email@example.com