Terms and Conditions
You can download a copy of our Terms and Conditions here or read more below.
1. Definitions
1.1. In these Conditions, the following words and expressions shall have the meaning set out below:
‘Agreement’ means these Conditions read in conjunction with the Specification and Letter of Engagement
‘Client’ means the individual or business named on the Specification attached.
‘Historyworks’ is a trading name of Historyworks Limited (Company No: 8085929)
‘Project’ means described by the Specification and governed by this Agreement.
1.2. ‘Specification’ means the Project details in or annexed to “the Letter of Engagement”.
1.3. The construction, validity and performance of these Conditions and this order shall be governed by the laws of England and Wales.
1.4. All services provided by Historyworks to the Client shall be governed by these Conditions not withstanding other terms stipulated at the point of order.
1.5. If there is any conflict between these Conditions and any other agreement made between Historyworks and the Client, these Conditions shall prevail.
2. Project Acceptance and Development
2.1. Prices stated in the Letter of Engagement agreed between the Client and Historyworks are valid for 30 days of the date specified in the Specification. Historyworks reserve the right to withdraw the terms prior to acceptance by the Client.
2.2. Terms will not be deemed accepted until Historyworks receive the Letter of Engagement and the Specification signed by the Client.
2.3. Subject to payment of the Fees and the provision of client content by the Client, Historyworks agrees to design and implement the Project using reasonable endeavours and in accordance with the Specification, the Letter of Engagement and the other provisions of this Agreement.
2.4. Historyworks shall notify the Client when the Project or any agreed part is available for approval or acceptance testing. The Client shall advise Historyworks of any errors in that version of the Project within 20 working days of notification by e-mail or postal mail. Historyworks will use reasonable endeavours to correct such errors.
2.5. If the Client notifies Historyworks of any amendments to the original specification, the provisions of clause 3 shall apply.
2.6. If the Client does not notify Historyworks of any errors within 20 working days of the Project being available for acceptance testing, the Project will be deemed to have been completed to a satisfactory standard and payment will be due in accordance with clause 5.
2.7. Historyworks reserve the right to assign subcontractors to complete part or the whole of the Project.
3. Amendments to Specification
3.1. Any amendments to the Specification must be sent to Historyworks by the Client in writing by e-mail or postal mail. Historyworks will assess the amendments required and discuss with the Client an amended Specification.
3.2. Historyworks reserves the right to charge for any additional work and will provide the Client with an additional quotation as part of the amended Specification. Historyworks also reserve the right to request payment for amendments to the original Specification before continuing work.
3.3. The Client will be required to agree the amended Specification in writing by email or postal mail before work on the amendments can commence.
3.4. If the Client does not return the signed amended Specification to Historyworks within 20 working days, the Client shall be deemed not to require such amendments and the Project shall be deemed complete with payment due in accordance with clause 5.
4. Client Obligations
The Client agrees:
4.1. Historyworks will not be liable for the Client’s failure to comply with any laws or taxes affecting the Project
4.2. Historyworks may include developmental credits and links within any code, designs, builds or amends.
4.3. Historyworks may include any work done for the Client within their portfolio of work to provide any information or content required by Historyworks promptly. Failure to provide required information or content within 20 working days of request (or earlier if the exigencies of production require a quicker response) will result in payment being due for the work done in accordance with clause 5 and Historyworks will not be liable for any failure to subsequently meet targeted dates for completion of any related task.
4.4. if a problem with the format or design or content of media content arises which does not allow the original Specification to be met, Historyworks may apply the nearest available alternative solution
4.5. if a problem occurs for the Client with downloading film or audio or photo or animation files, the Client has a responsibility to keep all passwords confidential at all times and is also responsible for providing and maintaining suitable equipment telecommunications and appropriate support services to facilitate access to the Project
4.6. if a choice of design is presented by the Client, only one solution is deemed to be given by Historyworks as fulfilling the Project.
5. Payment
5.1. The Client shall pay a deposit as requested by Historyworks in the Letter of Engagement. Historyworks will not commence any work on the Project until deposit monies are received by Historyworks, usually agreed with the Client in a Letter of Engagement as 50% on commencement of the commissioned media product, 30% half-way through the timeline of the commissioned media product, and 20% on delivery of the commissioned media product.
5.2. The balance of the price shall become due at the completion of the Project (or deemed completion in accordance with clauses 2 or 3).
5.3. All invoices must be settled within 30 days of the invoice date. Payment may be made by cheque (made payable to Historyworks Ltd) or bank transfer.
5.4. All prices quoted for work may be subject to VAT at the prevailing rate, and Historyworks reserves the right to charge VAT if appropriate.
5.5. Returned cheques will incur an additional fee of £50 per returned cheque. Historyworks reserves the right to consider an account in default in the event of a returned cheque.
6. Outstanding Payments
6.1. Historyworks reserves the right to refuse to undertake any further work for the Client if an invoice remains outstanding.
6.2. Historyworks reserves the right to remove any work done for a Project from any computer systems and the internet if invoice payments are not received within 30 days of the invoice date.
6.3. If payment is not received within 30 days of the invoice date, interest will be charged at 8% above the base rate of the Bank of England and will continue to be charged on a daily basis until payment is received in full.
6.4. Historyworks’ removal of Project material does not relieve the Client of its obligation to pay the due amount. Clients whose accounts are in default agree to pay Historyworks Ltd’s reasonable legal expenses and third party collection agency fees in the enforcement of these Conditions.
7. Warranties
7.1. The Client warrants that it has the authority to enter into and perform this Agreement and has not entered into any other agreement which conflicts with this Agreement or inhibits, restricts or impairs its ability to perform its obligations under this Agreement.
7.2. The Client warrants that it has obtained and will maintain all necessary licences, authorisations and consents which are necessary for the Project, content and domain name
8. Copyright and Ownership
8.1. Title and copyright to the commissioned media products, whether they be films, animations, audio recordings, stills, website graphics, general artwork, commissioned artwork, illustrations, website design, programming, editing and uploading media content, coding and other work created in the Project shall be shared by the partners of the Project under a Creative Commons License to be made freely available to project partners and schools and wider public audiences, unless negotiated and agreed in writing with the Client in the Letter of Engagement prior to the commencement of the Project.
8.2. Where the Client terminates the Project before completion, all work done towards the Project remains in the Ownership of Historyworks.
8.3. Publication and/or release of the commissioned media products within the Project may not take place before cleared funds have been received by Historyworks Ltd.
8.4. The Client may request, in writing, Historyworks’ permission to use Project material, in forms other than for which it was originally supplied. Historyworks may, in its absolute discretion, grant this and may charge for the provision of the same, if the media products need revision and editing and uploading for repurposing.
8.5. If the Client supplies material to Historyworks, including illustrative sources, it is the responsibility of the Client to obtain all necessary copyrights and consent for its use and Historyworks will assume this has been done. In this situation, the copyright shall be retained by the Client.
8.6. Should the Client supply material to Historyworks believing it to be copyright and royalty free, which subsequently emerges to have copyright and royalty limitations, the Client agrees to permit Historyworks to remove and/or replace the file at the Client’s expense to be assessed on a quantum merit basis. In this situation, the Client indemnifies Historyworks from any claim which arises regarding the use of material supplied to Historyworks.
8.7. The Client agrees that Historyworks hold no responsibility for any amendments made by a third party before or after a media product is published online or installed in a museum or gallery or school or university or heritage site exhibition.
8.8. Historyworks reserve the right to use any artwork or media products the team produce for the purposes of promoting their services.
9. Term
9.1. This Agreement shall commence upon the date of signature on the Letter of Engagement and shall continue until receipt of invoice payment, unless terminated in accordance with clause 14.
9.2. Termination shall be without prejudice to any rights acquired by the parties during the term of the contract.
10. Indemnities
10.1. The Client agrees to keep Historyworks fully indemnified on demand against any liability, damage, expense, claim or cost (including legal costs and expenses) suffered by Historyworks as a result of the Client’s breach of any clause of this Agreement
10.2. The Client agrees that Historyworks is not liable for any claims, losses, costs incurred or damages due to any failure to carry out services within a given delivery timescale.
The Client agrees that Historyworks is not liable for absence of service as a result of illness or holiday.
10.3. The Client agrees that Historyworks shall not be liable for the media product content or website content, hosting on servers and/or choice of domain name of the Client’s Project.
10.4. The Client agrees that Historyworks shall not be liable for any infringement of copyright or proprietary rights, misinformation or delivery of defective products or services
10.5. The Client will indemnify Historyworks in relation to any liability arising in respect of the matters at 10.2. 10.4 and 10.5.
11. Limitation of Liability
11.1. Notwithstanding anything contained in these Conditions or the Specification, Historyworks’ liability to the Client in respect of the Project, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to the price for the Project specified in the Letter of Engagement.
11.2. Notwithstanding anything contained in these Conditions or the Specification, in no circumstances shall Historyworks be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof (i) for any loss of profit, business, contracts, revenues or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever.
12. Force Majeure
12.1. Historyworks shall not be under any liability for any failure to perform any of its obligations under the order due to ‘Force Majeure’. Following notification by Historyworks to the Client of such cause, Historyworks shall be allowed a reasonable extension of time for the performance of its obligations.
12.2. For the purposes of this condition, ‘Force Majeure’ means fire, explosion, flood, lightening, Act of God, act of terrorism, war, rebellion, riot, sabotage, telecommunication problems, software failure, hardware failure, third party interference, official strike or similar official labour dispute, or events or circumstances outside the reasonable control of the party affected thereby.
13. Confidentiality and Data
13.1. The Client is responsible for keeping the password and username for online media products that may be assigned on registration confidential. The Client is fully responsible for all action and activities that take place under the Client account.
13.2. Also the Client is fully responsible for keeping the password and username for online media products that may be assigned confidential which are in the ownership of Historyworks which the Client is using for the Project.
13.3. If the Client believes there has been unauthorised use of the account or suspects that confidentiality has been compromised, the Client must contact Historyworks immediately at historyworks@gmail.com
13.4. In the event of termination or expiration of this Agreement, each party shall return or, if requested, destroy the confidential information of that party.
13.5. Each party will comply with its obligations pursuant to the Data Protection Act 1998.
13.6. Historyworks and any third-party associates agree that it will not disclose any confidential information relating to the Client without the Client’s express permission.
13.7. The Client agrees that it will not disclose any confidential information relating to Historyworks.
14. Termination
14.1. The Client may request in writing that Historyworks cancel a Project 14 days before the commencement of the Project. Historyworks will only accept this request for termination if work on the Project has not yet begun. If work has already begun on the Project, Historyworks will invoice the Client for the work carried out.
14.2. Historyworks reserves the right not to work with any Client who has a website or online media products or a server which it deems is unlawful or inappropriate, contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other questionable media at its own discretion.
14.3. Historyworks reserves the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.
14.4. Historyworks reserve the right to cancel the Client’s access to online film, photography, animation, or audio accounts:
a) if Historyworks receive excessive spam complaints about the Client
b) it is suspected the Client’s account is being used to send spam
c) Historyworks suspect the Client is using the service to send pornographic, offensive or inappropriate material
d) Invoice payment is not made in accordance with these terms.
14.5. Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, Historyworks reserves the right terminate the Project.
14.6. Historyworks reserves the right to terminate a Project with the Client at any time without prior notification if it deems the Client to be in breach of these Conditions. Historyworks shall be the sole arbiter in deciding what constitutes a breach. The Client shall not be entitled to refunds of any payments made to Historyworks.
14.7. If the Project is terminated by either party, then Historyworks will be entitled to payment for work done to that date. The invoice for such work must be paid by the Client within 30 days of receipt failing which Historyworks shall be entitled to payment of the full price of the Project forthwith.
15. Hosting, Maintenance and Support
15.1. Any media products containing creative or functional input by Historyworks shall be hosted, maintained and supported by Historyworks.
15.2. The Client agrees that Historyworks is not liable for any bugs, performance issues or failure of their code.
15.3. The Client agrees that no liability will be attributable to Historyworks in the event of server or website downtime or the inability to operate the web pages or website, or the online film, animation, photography, audio resources
15.4. The Client agrees that Historyworks or its agents will not be liable if they fail to register such domain names as requested by the Client. Historyworks and its agents will use its reasonable endeavours to ensure such registration.
15.5. Historyworks will quote for any work involved in changing the media products in order for it to work with updated browser software, domain name or hosting changes
16. Search Marketing
16.1. No warranty is provided by Historyworks in relation to the performance of third parties engaged to perform part of the Project and Historyworks shall not be liable for any failure, action, omission or error on the part of a third-party provider.
16.2. The Client agrees that Historyworks is unable to guarantee that the Client’s website will achieve a favourable position, or any position, within a particular online search engine and as such, shall not be liable for failure to achieve a particular position for reviews or favourites for online films, audio files, photographs, animations.
16.3. The Client agrees that Historyworks shall not be liable for any website URLs dropped or excluded by a search engine for any reason.
16.4. The Client agrees that Historyworks do not warrant or represent that search engine or servers results reported will be correct, accurate, timely, reliable or otherwise due to their reliability on third party software.
17. Relationship
17.1. Nothing in this Agreement shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties.
18. Entire Agreement
18.1. Each party agrees that all the contractual documents (this Agreement, the Letter of Engagement and the Specification in the Contract) set out the entire agreement between the parties and supersedes all previous agreements.
19. Waiver
19.1. The failure by Historyworks to enforce any of these Conditions at any time or for any period will not release or exonerate or in any way affect the liability of the Client or be a waiver of these Conditions.
19.2. the right of Historyworks at any time afterwards to enforce each and every clause of these Conditions; or any penalty attached to their performance.
20. Severance
20.1. If any provision of this Agreement is prohibited by English law or judged by a court in England to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
21. Time of the Essence
21.1. Throughout the Project, time shall not be of the essence, except where it is expressly stated to apply to a delivery deadline in the Letter of Engagement.
22. Rights of Third Parties
22.1. Pursuant to s 1(2)(a) of the Contracts (Rights of Third Parties) Act 1999 the parties intend that no term of this Agreement may be enforced by any person who is not a party to this Agreement
23. Assignment
23.1. This Agreement shall be binding upon the parties and their respective successors and permitted assignees, and references to a party in this agreement shall include its successors and permitted assignees.
24. Governing Law
24.1. This Agreement shall be governed by and interpreted in accordance with English law and the English courts shall have exclusive jurisdiction to resolve any disputes between the parties.
