Last updated 2nd May 2023
All orders placed with Glow New Media Ltd. are accepted subject to the following conditions, which shall form the basis of the contract between Glow New Media Ltd. and the Customer.
Placing of an order implies acceptance of these conditions of Business herein stated, and these conditions are paramount to any proposed by the customer, which insofar as they are contradictory to these present, are hereby excluded. These terms and conditions supersede those printed previously.
1. QUOTATIONS: - Quotations are for prompt acceptance and undeferred execution and in any case are never valid for more than 30 days. Error and omissions are subject to correction, and Glow New Media Ltd. does not bind itself to accept the order should such corrections result in dispute with the customer.
2. PAYMENT SCHEDULE:
The following default payment schedule applies for all fixed price projects at or above £1000 unless specifically agreed otherwise.
- Deposit prior to commencement of project (33%)
- Payment at design delivery (33%) - 30 days credit terms
- Payment at point of application delivery, or 6 weeks after UAT starts, whichever is earlier (34%) - 30 days credit terms
For any fixed price project below £1000, a period of 30 days from date of invoice is allowed for payment in respect of approved credit accounts. All other work is accepted on the basis of cleared funds, prior to commencement.
For any project based on a time and materials cost a deposit of 33% of the estimate fee is required prior to commencement. We reserve the right to bill actual time spent, at any point, this would typically be at the end of each month.
3. OVERDUE ACCOUNTS: - Under Late Payment of Commercial Debts (Interest) Act, Interest may be levied on overdue accounts. This may include a late payment charge of £40 for debt recovery costs plus daily interest at 8% over base rate.
4. ADDITIONAL WORK/ALTERATIONS: - Any additional work over and above that specified in the Quotation, or differing from original instructions will result in increased charges.
5. LIEN: - Customers' property including all completed work is held subject to a general lien, with the power to enforce by private or public sale, and / or termination or withdrawal of service provided (as appropriate) without notice to the client.
6. EXPEDITED DELIVERIES: - Should delivery be required in less than the normal time requisite for its proper production within the standard capacity of Glow New Media Ltd. facilities and normal working hours, an extra charge will be made commensurate with any overtime worked, or extra labour or equipment contracted, in order to expedite such delivery.
7. CLAIMS: - Any complaint must be made, in writing, within 30 days of completion and / or delivery of the work to the client, beyond which period no claim will be entertained.
8. LIMITATION OF LIABILITY
8.1 Glow New Media Ltd. shall not be liable to the customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the supply of any goods or services under these terms and conditions and whether arising from the use, application or support of such goods and services, or otherwise, except to the extent to which it is unlawful to exclude such liability.
8.2 Notwithstanding the generality of clause 8.1 above, Glow New Media expressly excludes liability for consequential loss, damage or corruption to other software or data, or for loss of profit, business, revenue, goodwill or anticipated savings.
8.3 In the event that any exclusion contained in these Terms & Conditions shall be held to be invalid for any reason and Glow New Media becomes liable for loss or damage that it may otherwise have been lawful to limit such liability shall be limited to 125% of the monies paid to Glow New Media by the customer in respect of the goods and services supplied under these Terms & Conditions.
8.4 Glow New Media does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of Glow New Media, its employees, agents or authorised representatives.
8.5 The customer agrees to indemnify and save harmless and defend at its own expense Glow New Media from and Against any and all claims of infringement of copyright, patents, trademarks, industrial designs, or other intellectual property rights arising from any content or specifications provided by the customer to Glow in respect of the supply of the goods and services under these terms and conditions.
8.6 The customer is responsible for any content which it provides and agrees to indemnify and save harmless and defend at its own expense Glow New Media from and against any and all claims arising from such material.
9. CREATIVE ELEMENTS: - Specially designed images and technical aspects relating to the content of the contractual work is maintained in computer storage, and remains the sole property of Glow New Media Ltd. who gives no guarantee that it will be available at any future time for re-use. Glow undertakes however, to take all reasonable precautions to ensure safe storage of such material for at least 3 years.
10. SOFTWARE: - Glow New Media Ltd. Reserve all rights in relation to software, bespoke or otherwise which may be deployed by us as part of your project. Such software includes, but is not limited to Content Management Systems and Database Design.
11. ACCEPTANCE OF WORK: - Customers are required to accept delivery of work promptly. If for any reason work is not accepted as signed off on delivery, any requests for modifications must be made in writing within 14 days, or the specified UAT cycle if quoted - otherwise they will not be entertained.
12. QUALITY OF WORK: - Glow New Media Ltd. will not be responsible for the accuracy of any material, logo, copy, or design provided by the customer as origination material or proofs. In any event, all work will be subject to client approval prior to finalisation of the contracted work.
13. AMENDMENTS TO PROOF: - Glow New Media. Will provide proofs of graphic work prior to beginning site build and programming. A maximum of 3 proof / amendment cycles are covered within the quotation, after which further amendments will be charged for as separate work.
14. RENEWALS: Glow New Media. will manage the renewal of any domain names and hosting arrangements you have allocated to us. Renewal will be performed by Glow without notice and invoiced accordingly. If you do not wish to renew for any reason, we require that you notify us in writing, 1 month in advance of the renewal date.
15. CANCELLATION: Should a project be cancelled by client after it has begun, Glow requires notice in writing. On receiving a cancellation instruction, Glow will invoice for work completed so far, plus a discretionary cancellation fee of up to 10% project value. Paused projects (paused by client instruction, lack of communication or reasonable progress by client) will be deemed cancelled after 40 calendar days. Once cancelled, Glow will not be obliged to maintain any assets in storage or complete the project at a future date. Further work may require a new quote.
16. APP STORES, RELEASE, SUBMISSION & ACCEPTANCE: Unless otherwise specified in writing, quoted prices for app store submission relate to preparing and submitting one app to one store. Whilst Glow will make reasonable endeavours in preparing your submission, it's approval is at the discretion of the App Store Owner. In preparing your submission, Glow makes no representation or guarantee that the application will be successful. If the application is rejected, Glow may, at a director's discretion, make a subsequent submission at an additional cost to the client but are not obliged to do so.
17. HOSTING FEES: For those clients that host their product with us, fees start when your application is first published to a staging environment or to a live environment, whichever date is earlier.
Your hosting fee is dependent on the hosting tier required for your application. What hosting tier your application requires is dependent on a number of factors including application complexity, storage and transfer. We may elevate your hosting tier and associated fees at any time if your application requirements change, for example through increased usage.
Glow reserves the right to adjust our hosting tier definitions and the prices associated to each tier at any time, we will endeavour to provide reasonable notice of any such change.
18. UAT DURATION: Unless otherwise specified explicitly in contract, one cycle of User Acceptance Testing (UAT) is provided and must take place during a maximum of 6 calendar weeks. At or, by agreement before this time, the UAT list will be closed and then reviewed. In Scope items will be tasked and Out of Scope items may be quoted as new work with new timescales. Once In Scope items have been completed and staged for client to review, delivery has been made. Should a client fail to respond within these timescales, delivery will be deemed to have been made and accepted.
Failure to issue permission to publish a website or software project will not constitute non-delivery. If you require additional UAT cycles then please contact your account manager to purchase this time. Additional fees will apply for any reason including errors in the software preventing you from carrying out testing.
19. UAT PROCEEDURE: During UAT you must report issues using Glow's standard reporting procedure. Any issues reported outside of this process will be considered out of scope. Glow's standard reporting procedure involves completing a single shared Google spreadsheet that Glow will provide during UAT. Email, Phone calls and any form of in app reporting are explicitly excluded.
20. APIs: If you require Glow to integrate your application with an API then you agree to provide Glow with the following without any cost to Glow;
- Complete API Documentation.
- An example code base integrating with basic functions of the API, including authentication.
- Your assurance that the API is fully tested. You agree to indemnify Glow against any errors in the API causing the project to take longer.
- Different versions of the API to use during testing, staging and production.
- Sample data in the different versions of the API.
- Support and training
- Your agreement to pay for any costs whatsoever related to the API.
21. REGULATIONS: It is your responsibility to ensure that your application meets any regulations. For example if you would like a cookie banner on your application you must explicitly state this in your specification. We will only provide features that are explicitly stated in our contract with you.
22. MOBILE DEVICES AND OPERATING SYSTEMS:
(a) Glow cannot guarantee that your mobile application will run on all devices and operating systems. Only the specific devices and operating systems explicitly listed in your specification will be considered in scope.
(b) The specific devices in our test pool will take precedence in determining if a application we have provided is working.
(c) If a device appears in the specification but is not in Glow's mobile test pool you will need to provide this device at your cost, prior to Glow starting work or it will be excluded from scope.
23. MOBILE OPERATING SYSTEMS: For a mobile operating system to be in scope it must have been released publicly at the point in time you commission us to start work or the point in time the specification was written (whichever date is earlier). New versions of an operating system released after an instruction to start work are out of scope, as are systems that are no longer supported by the vendor (e.g. Google, Apple), or not listed explicitly in your specification.
24. CROSS BROWSER TESTING: Glow can provide cross browser testing, but this must be agreed in your specification. If cross browser testing is not in your specification then Glow will test your application using a single browser only. Issues arising in other browsers would be out of scope, except at our discretion. See https://www.glow-internet.com/browser-policy for additional information.
25. GLOW SERVER TRANSFERS: A server transfer may be required in the event that we update our infrastructure or in the event of server failure. If Glow hosts your application we reserve the right to migrate your application from one Glow controlled server to another Glow controlled server at any time. We will make reasonable endeavours to notify you of any server change, which may result in some downtime to your site. If required you agree to make DNS changes (at your cost) as part of any migration.
26. PENETRATION TESTING: You must obtain written agreement from Glow prior to you or one of your agents carrying out penetration testing or any type of intrusive security testing. Modifications suggested by penetration (or other security) testing are not included in your hosting provision and must be quoted for under a new scope. You agree to indemnify Glow for any costs incurred for any adverse effects of testing to your application or the services Glow provides to other clients. We may decline to make changes if for example they adversely affect another client.
27. OUT OF HOURS RESPONSE: Unless you have a specific, pre-agreed facility, authorised in writing with a Glow director, which includes commercial terms and Tier 4 Hosting or better, Glow will only provide service during normal business hours, GMT 09.30 - 17:30, Monday to Friday and excluding public holidays. If you do have a pre agreed facility, please refer to it when calling.